Description of C&T Law Practice

19 July 2010

Chandler & Thong-ek was established in 1974 and has engaged in a Thai business and finance law practice, representing a number of major Thai and international clients in a wide range of investment projects and financial transactions. We advise shareholders and management in their analysis and decision-making relating to tax, regulatory and other legal requirements, and we also seek to present the commercial considerations involved in the transactions.

The founding partner of the firm is Albert T. Chandler, an American lawyer who graduated from Harvard Law School in 1964 and who has practiced law in Bangkok since 1969. His senior partner is Niwes Phancharoenworakul, who earned two LL.M. degrees at New York University, was a member of the 1996/97 Constitution Drafting Committee, and member of the Senate (2001-2006). The firm currently has 8 partners, 24 associates, 2 foreign consultants and over 50 non-professional staff.

Chandler & Thong-ek has extensive experience in corporate, commercial and financial transactions in Thailand, including investment funds, real estate projects, foreign investments and related tax matters. The firm has a particular expertise in energy and natural resource matters, and has acted for international agencies and for Asian governments on projects involving mineral policies and legislation.

C&T received IFLR’s National Law Firm of the Year Award at the Asian Awards 2010 on 4 March 2010, for the 10th year in a row.

The firm’s language capabilities presently include Thai, English, French, and Lao.

The firm has the following general practice areas:

1. Energy and Natural Resources

C&T is acting for four sponsors of wind power projects, and suppliers for three solar projects. The government approved in January 2009 a 15-year renewable energy plan. C&T is assisting clients in overcoming regulatory restraints on wind and solar projects.

C&T has represented project owners, sponsors and lenders in EGAT IPP and SPP projects in Thailand and in hydropower projects in Lao PDR. C&T is Thai counsel to lenders to the Hongsa lignite-fired power project in Lao PDR, target closing 2010.

C&T has acted for a number of companies carrying on mineral exploration, mining and processing projects, and is familiar with all stages of licensing and government approvals involved. We represent the sponsors of Chatree Gold Mine which started production in 2001. Other current clients include LHOIST (dolomite mining), Oxiana (copper) Pan Australian (copper mining project), and MICCL (copper mine). C&T is a member of the Mining Industry Council. We prepared a study of the Thai mineral industry for the University of Dundee, Scotland, in 1992.

C&T acted for PTT in connection with its JDA gas purchase, pipeline and separation plant project in a joint venture with Petronas, and currently for the project company, TTM (Thailand) on the Trans Thai Malaysian Pipeline Project, and A18 and B-17 Pipeline expansion project.

The firm acted as special counsel to PTT Exploration & Production in its joint development project with Petronas Carigali in the Malaysia-Thailand Joint Development Area (Blocks B-17 and C-19), in negotiation of JOA’s with TOTAL and ESSO, and in financing its participation in development of the Bongkot Field and in other projects.

C&T has acted for oil companies in the submission and processing of applications for petroleum concessions, implementation of exploration programs, and drafting and negotiation of joint venture and financing agreements for petroleum development and production projects. Clients have included Alberta Energy, Anschutz, Chevron, Fina, Harrods, Hess, Pearl, Phillips Petroleum, Tatex, and others. C&T publishes papers on Thai petroleum legislation and is a member of the Petroleum Institute of Thailand.

C&T was a member of Chulalongkorn Law Faculty’s team advising the Ministry of Energy re 2003/4 energy law reform program, together with Boston Consulting Group. C&T is a member of Chulalongkorn Law Faculty’s team advising the Department of Mineral Fuels re petroleum legislation reform, and team advising Ministry of Energy re proposed legislation on energy conservation and alternative fuel.

C&T has participated in special energy sector studies in Thailand, and has performed mineral law and policy services for international agencies in Nepal, Philippines and Vietnam. Since 1985 we have acted for the government of Nepal’s Petroleum Exploration Promotion Project.

2. Corporate and Acquisitions

C&T’s corporate department handles all types of company registration, M&A, reorganization and liquidation work, and presently performs corporate secretarial work for over 300 Thai limited companies. The firm also handles registrations of branch offices of foreign corporations, representative offices, regional offices, applications for US Treaty protection, and conversions to public limited companies.

Our past major transactions and clients include:

In 1999, the “alliance” between Star Petroleum and Rayong Refinery.

In 2000, the acquisition of 26% of Thaioil Power by PTTEP; and the proposed acquisition of Bangkok Polyethylene by National Petrochemical Corporation.

In 2001, the disposal of Ajinomoto’s interest in CPC/AJI to Unilever.

In 2002, acquisition of Fritz Transportation Companies in Thailand by United Parcel Services (UPS); and Hitachi Global Storage in its acquisition of IBM’s storage manufacturing plant.

In 2003, the “spin-off” bus and truck business from MMC Sittipol Co., Ltd. to Mitsubishi-Fuso Truck & Bus Corporation.

In 2004, the acquisition of Kuwait Oil Retail Business (with more than one hundred oil service stations in Thailand) by PETRONAS, the Malaysian National Oil Corporation; the acquisition of shares in Invista (Thailand) Limited by Koch Fiber Equity BV, Arteva Specialties B.V. and Arteva Latin America B.V. respectively; and the acquisition of shares in IPT’s subsidiary by Honeywell.

In 2005, the transfer of a thermal spreader business from HSTS, formerly IPT’s subsidiary to HEM, a subsidiary of Honeywell in Thailand.

In 2006, the largest corporate merger of the two listed companies; i.e., National Petrochemical Plc and Thai Olefins Plc (becoming PTT Chemicals Plc); the second largest hard disc drive manufacturing company in its proposed merger with another manufacturing company; two elastomer manufacturing companies for their proposed merger; and Magnecomp Precision Technology (Thailand) Plc in its full merger with Magnecomp (Thailand) Co., Ltd.

In 2007, PETRONAS in acquisition of certain capital interest in THAPPLINE from TMB Bank PLC; and Vinythai PLC in acquisition of APEX Chemicals.

In 2008, Project Coventry (bidding for interest in Thai petroleum concessions in “overlapping area” between Thailand and Cambodia); Project Hawaii (acquisition of HDD business of Fiji Limited in Japan and in Thailand); Project Ocean (acquisition of Rio Tinto’s packaging business worldwide); and Project Horse (acquisition of UCB’s pharmaceutical business in emerging market countries by GSK, including two Thai subsidiaries).

M&A in 2009 and first 6 months of 2010:

	Taisho, in acquisition of Thailand operation of Bristol Myers by Taisho.
	KrisEnergy, in acquisition of two petroleum exploration blocks (G10/48 and G11/48) from Tana Oil & Gas Group and certain participating interest in two additional exploration blocks (9A and B8/32) from Palang Sophon Group.
	Sumitomo, in its disposal of 20% shares by Sumitomo Corporate and Sumitomo Thailand in a leading and listing leather products manufacturing in Thailand (Interhides Plc).
	Hutchinson Technology, in its establishment of its first assembly plant outside the United States with total capacity of 500,000 items of suspension assembly capacity per year with a total project cost of over US$100 million.
	Kingsgate Consolidated/Akara Mining, in their major gold mine in Thailand and its expansion project with capacity of 185,200 ounces of gold and 1,080,400 ounces of silver per year.
	Solvay, in several new petrochemical investment projects in Thailand, including its current joint venture project with Dow Chemicals to construct the crude hydrogen peroxide at Asian Industrial Estate with a capacity of 360,000Mt. This will be the largest crude hydrogen peroxide plant in the world.

The firm has represented both Thai and foreign parties in other major share and asset acquisitions and sales, and is familiar with all associated corporate, tax, licensing and government reporting steps involved.

C&T handles formalities in connection with employment of foreigners in Thailand, including work permits, visas, and related government approvals. C&T provides advice on Thai labor law and handles labor cases in the labor court. C&T published an English translation of the Labour Protection Act which came into force in August 1998, and the Foreign Business Operation Act which came into force in March 2000.

3. Banking and Project Financing

C&T acted as Thai counsel to leaders or sponsors in the following international financings which closed after 1 June 2009 or are in progress:

	Hongsa lignite-fired 1,878 MW power project in Laos PDR, acting for lenders led by BBL. Target signing: 3Q 2010.
	Xayaburi hydropower project 1,280 MW power project in Laos PDR, acting for lenders led by BBL, KBank, KTB and SCB. Target signing: December 2010.
	Trans-Thailand Malaysia pipeline project, Phase II financing, acting for borrower. Target signing: 2010.
	Indomingo, acting for lender in USD 50,000,000 loan from SCB to an Indonesian subsidiary of Banpu pcl. Closing 30 December 2009.
	AEON Thana Sinsap, acting for lenders in USD 58,000,000 loan from Mizuho, Bank of Tokyo-Mitsubishi and Sumitomo Mitsui Banking Corporation. Closing 30 September 2009.
	Financing of Coastal Energy’s interests in Songkhla Field and Phu Horm Field, US$80 million: target signing 2H 2010.
	National Power Supply, acting for lender in Baht 4,600,000,000 (approximately USD 138,000,000) loan from Krung Thai Bank pcl, to fund repurchase of shares from Zenzi (BVI corporation). Closing 30 September 2009.
	Electricite du Laos, acting for lender in USD 75,170,000 loan from KTB to fund investments in hydropower project, substation and transmission lines in Lao PDR. Target closing June 2010.

C&T has acted for project owners in a number of major industrial projects, which has involved work on major Baht and foreign currency credit facilities. Selected projects include General Motors (expansion financing) 2009, PTT Phenol (petrochemical plant) 2008; PTT Utility (power plants) 2008; National Petrochemical (NPC-1 Olefins plant and expansion), Peroxythai (hydrogen peroxide plant), PTT Exploration & Production (offshore gas development), Thai Lube Base (lube base oil project), Vinythai (PVC plant and 2001 refinancing), Advance Agro (pulp and paper plant), The Aromatics (Thailand) (petrochemical plant), BSTE and BST (petrochemical plants), Mitsubishi Oil Company (paraxylene plant), Sahacogen (2001 SPP (refinancing)), Rojana Power (2001 SPP (refinancing)), and Gulf Power (original coal-fired IPP project). C&T advised Theun Hinboun in its 2002 refinancing and 2008 expansion financing of its hydro power project in Lao PDR.

The firm has acted for foreign lenders in connection with major offshore borrowings by the Kingdom, state enterprises and private sector borrowers. Selected project financings include Nam Theun 2 hydropower project, Ratchaburi Power (IPP Project) BLCP Power (IPP project), Eastern Power (IPP project, and refinancing), Independent Power (Thailand) (IPP project), Tri-Energy (IPP project), BMA Mass Transit System (elevated railroad), Theun Hinboun (Lao power project), Star Petroleum (oil refinery), Rayong Electricity Generating (acquisition of the Rayong Power Plant), Khanom Electricity Generating (acquisition of the Khanom Power Plant) and Pathumthani Water (water supply). C&T has experience with all forms of security arrangements in Thai project financings.

The firm has represented Thai financial institutions in recent financings for Houay Ho (2002 financing of hydropower project), Tuntex Petrochemicals (2002 refinancing of PTA and power plant), Thai Tap Water Supply (2001 financing of water supply project), The Aromatics (Thailand) (2001 and 2002 partial refinancings), Thai National Power (2001 SPP refinancing), Ratchaburi Electricity Generating (2000 and 2002 acquisitions of Ratchaburi power plant), Thai Caprolactum, Thai Petroleum Pipeline (“Thappline”), the Co-Generation, Thai Co-Generation, National Fertilizer, Industrial Power (2001 refinancing), Thai Special Steel, Thai Cold Rolled Steel Sheet, National Power Supply, and Seacon Development, and has acted as special counsel for Krung Thai Bank, and TISCO in connection with project financings, acquisitions, and SET listings.

C&T acted for lenders in the 1998 US$950 million loan to Thai Exim guaranteed by the MOF. C&T represented Thai and foreign lenders in the 1994 US$100 million country loan to the State Bank of Vietnam, and Thai lenders in the 1994 US$50 million country loan to Lao PDR.

C&T has represented Mutual Fund in the establishment of more than 10 onshore and offshore mutual funds.

As a result of the above work, we are familiar with documentation and lending requirements of major export credit agencies and international lending institutions.

4. Major Investment Projects

C&T has assisted numerous clients to prepare and process applications for investment promotion and to implement Board of Investment (“BOI”) and Industrial Estate Authority of Thailand (“IEAT”) projects in electricity, hotel, petrochemical, electronics, computer, watch, mining, food and other industries.

The firm represents project owners, sponsors and lenders in EGAT’s IPP, SPP and VSPP programs in Thailand, and borrowers and lenders in hydro-power projects in Lao PDR.

C&T has assisted both BOI promoted and non-promoted companies in land acquisition and licensing (factory licenses, building permits and other approvals), and drafting and negotiation of shareholders, construction, licensing, consulting and financing agreements in connection with establishment of new joint ventures and factories.

The firm has represented owners and lenders in major real estate projects, in Bangkok and up-country in Thailand.

C&T has represented private investors pursuing several major privatization projects, and has participated in studies concerning the proposed privatization of water and wastewater facilities, and the proposed privatization of CAT. The firm has also represented lenders to the Second Stage Expressway, the Don Muang Tollway, the BMA Mass Transit System, and several telecommunications projects.

5. Securities

In 2004, the firm acted for 15 Thai shareholders in Thaioil in connection with the initial public offering of Thaioil in SET.

In 1997-98 the firm acted for foreign underwriters in connection with the US$452,500,000 144A note offering of Nakornthai Strip Mill, for PTTEP on a 144A share offering, and other 144A bond offerings. C&T acted for Vinythai in the issue of Baht secured debentures in 2001, Lotus Tower in the issue of Baht secured debentures in 2000, and National Petrochemical in its issue of Baht Notes in 1998. C&T acted for PTTEP International Ltd., in connection with its issue of Notes in 1996, and for PTTEP for its Samurai Bonds in 1997.

In 1997, C&T acted for foreign underwriters in connection with listing of shares of Asia Pacific Wire & Cable on the NY stock exchange; and for issuers in the US$185,000,000 Rule 144A note offering of Jasmine Submarine Telecommunication, and the US$111,350,000 Rule 144A note offering of Advance Agro.

C&T acted for PTT Exploration & Production, National Petrochemical, Advance Agro, Vinythai, The Aromatics (Thailand) and Ticon Industrial Connection in their IPO’s and in listing shares on the SET. We also advise other listed companies on the issue of new securities, conversion to pcl’s, and SET listing, disclosure and tender offer requirements.

In 1990, the firm acted for foreign and local underwriters in connection with the public offer of shares by TPI Polene, and in 1994 their public offer of bonds. In 1993 C&T acted for local underwriters in connection with the public offer of shares by Telecom Asia, and in 1994 for foreign underwriters in connection with the public offer of shares by Thai Telephone & Telecommunications, Italian-Thai Development Corporation, Thai Petrochemical Industry and TPI-Polene.

In 1995, C&T acted for foreign underwriters in connection with the offer of Euro Convertible bonds by Sahaviriya Steel Industries. In 1996, C&T acted for underwriters in connection with the offer of Fixed Rate Notes by Thai Fuji Finance and Securities, the offer of Floating Rate Notes by Phatra Thanakit and the offer of Floating Rate Notes by Rocket Electric (Thailand).

The firm represented TISCO Leasing and Tru-Way in the first securitization of car leasing and car hire purchase portfolios in Thailand.

In 1991, the Thai government undertook a major law reform program including enactment of the Securities and Exchange Act and a new Public Limited Companies Act. C&T was co-publisher of the SEC’s English language translation of the legislation. The firm has assisted the Stock Exchange of Thailand (“SET”) in preparing English translations of numerous regulations and notifications governing listing of shares.

6. Tax

C&T provides tax planning advice for Thai projects, including shareholders, officers, and EPC contractors, and is familiar with the application of the numerous tax treaties to which Thailand is a party. In 1990, C&T coordinated a major double tax treaty study for the American Chamber of Commerce in Thailand and an update in 1993, which were utilized by the US Treasury Department in negotiation of the Thai-US double tax treaty which came into force on 1 January 1998.

The firm has professional relationships with the leading international accounting firms in Thailand, which assist in providing responsive and comprehensive advice on Thai tax issues.

VAT was introduced in Thailand in January 1992. C&T advises on its application to various businesses, and published an English translation of the legislation.

C&T is the Thailand reporter for the Worldwide Business Tax Guide.

7. Restructuring

C&T represents creditors, creditor committees and debtors in due diligence work and restructuring of corporate debt, and advises on reorganization proceedings under the amended Bankruptcy Act and under CDRAC. C&T published an English translation of the amended law 1999, and co-published “Restructuring Eurobond Debt in Thailand”.

C&T was the Thai legal advisor to the FRA in connection with the asset sales program of 56 suspended finance companies, and advised the Bank of Thailand in connection with restructuring and proposed sale of two intervened commercial banks.

C&T acted for Thai Yamaha Motor Company in its successful restructuring which closed in June 2001, and its subsequent refinancing.

Major restructuring works include Aromatics, Central Trading, CMIC, Fuel Pipeline Transportation, Ital-Thai, Nikko Hotel, One Holding, PTK Metal, Siam Strip Mill, Sriracha Harbour, Thai Tank Terminal, Thai Lube, and TT&T.

8. International Business Transactions

C&T deals with a wide range of legal and administrative issues arising in transborder sales of goods, delivery of services and financial transactions, including exchange control, tax, licensing, customs, and intellectual property issues.

The firm assists Thai clients in foreign investment transactions, utilizing a network of lawyers in foreign jurisdictions including all leading financial centers.

The firm has experience with business transactions in Lao PDR, Myanmar and Nepal, and follows legal developments in these jurisdictions.

9. Dispute Settlement

C&T represents clients in the Thai civil and labor courts, the Intellectual Property and International Trade Court (established in 1997), the Bankruptcy Court (established in 1999) and in arbitration proceedings, and has substantial experience in resolution of construction industry disputes, in enforcement of foreign arbitration awards, and in the conduct of arbitration under the rules of the Thai Arbitration Institute.

10. E-Commerce

In 2000 the firm established an E-Commerce group to follow the development of law and policy in Thailand relating to e-commerce and information technology.

11. Government Contracts

C&T has a strong practice on government contracts, including government procurement regulations. C&T represents foreign investors in negotiating several infrastructure government contracts. Major clients include Northrop Grumman, Kaman Aerospace, Anglian Water, Black & Veatch, Bombadier Inc., Alberta Energy Corporation, Mashall Aerospace, Schelde Naval Shipbuilding and Laem Chabang International Terminal Co., Ltd.

The firm recognizes the importance to its clients of confidentiality, sound judgment and discretion.

Although the firm is organized into general practice areas, there is no rigid structure.

A multi-disciplinary team is often assigned to a project to provide comprehensive advice and service on an efficient and economic basis.

C&T is a member of the World Law Group, a network of 50 independent law firms in 40 countries.

Copyright © 2010 by Chandler and Thong-Ek Law Offices Limited

All rights reserved.

email: