Symbol: TPI
Headline: The Vote of Creditors
Time: 20 Sep 2004 09:02:30

    


September 17, 2004

The President
Stock Exchange of Thailand

Dear Sir,

No. PAO.PK. 109 / 2004  Re: The Vote of Creditors concerning the amended Business 
         Reorganization Plan of Thai Petrochemical Industry PCL.  


      Regarding the amended Business Reorganization Plan of Thai Petrochemical Industry 
PCL. (TPI), please be informed that the Committee of Creditors has scheduled the vote of the 
Participating Scheme Creditors on September 27, 2004. In addition, the Official Receiver 
will convene the meeting for the vote of all creditors on October 12, 2004.

      The debt and capital restructuring framework of the amended Plan for either vote is 
provided in the attachment.

                                               Yours sincerely,


 
                                              (Suwit Nivartvong)
                                          The Plan Administrator for                                                       
                                      The Thai Petrochemical Industry  Pcl.


                   (Translation)
        Summary of the Amendment to Business Plan 
   of Thai Petrochemical Industry Public Company Limited

The amendment to business reorganization of plan ("Plan") of Thai Petrochemical Industry Public 
Company Limited ("TPI") with the framework as agreed by the Plan Administrator and the Committee 
of Creditors ("CoC") can be summarized as follows: 

Summary of Debt Restructuring Framework
 Approximately US$2,700MM of total debt principal is restructured as follows:
   o Tranche A: Equivalent amount of US$500MM is to be repaid in 5 years at interest 
     rate MLR-1% for THB debt, LIBOR+1% for USD and YEN debt, and EURIBOR+1% 
     for EURO debt.
   o Tranche B: Equivalent amount of US$850MM is to be repaid in 10 years at interest 
     rate MLR for debt in THB, LIBOR+2% for USD and YEN debt, and EURIBOR+2% 
     for EURO debt.  First repayment is to be made after Tranche A debt described 
     above is fully repaid.
   o Tranche C: Equivalent amount of US$150MM is to be serviced at interest rate 1% in 
     the first year, 2% in the second year, 3% in the third year and 4% in the fourth year 
     and thereafter.  The principal is to be repaid by bullet payment in year 10
   o Trache D: Equivalent amount of US$300MM is to be serviced at interest rate 1% in 
     the first year, 2% in the second year, 3% in the third year and 4% in the fourth year 
     and thereafter.  The principal is to be repaid by bullet payment in year 12.
   o Special Payment Scheme Debt (SPSD): Equivalent amount of US$900MM is to be 
     repaid and discharged by the sale proceeds of the Equity under the Plan and TPI 
     Polene shares (see details in the Capital Restructuring summary)
 Approximately US$250MM accrued interest is to be written off.

Summary of Capital Restructuring Framework
  Reduction of TPI's paid-up capital by 90% via par reduction from THB10 per share to THB1 per 
  share.  The reduced capital is to be used to reduce TPI's retained loss.  After the capital 
  reduction, TPI's original paid-up capital of approximately THB78,489.11MM will be reduced to 
  approximately THB7,848.91MM while the number of shares of 7,848.91 MM shares remains 
  unchanged.

  Increase TPI's capital to accommodate the sale to the strategic investor. As a result, TPI's 
  original shareholder's stake will be reduced to 10% of the total capital.

  Increase capital to accommodate for ESOP amounting to approximately 5% of total capital.

  The Ministry of Finance shall have an absolute right to procure strategic investor and to sell TPI 
  Polene shares.  The strategic investor shall be a Thai juristic person in form of an investment 
  fund or a juristic person possessing expertise in petrochemical or petroleum business or the 
  Ministry of Finance.  The strategic investor may be one or more juristic person.


Summary of the outcome from the debt and capital restructuring framework

  Reduction of TPI's principal debt and accrued interest from approximately US$2,950MM to 
  approximately US$1,800MM post-restructuring.

  Elimination of TPI's retained loss will enable any future dividend payments to TPI's shareholders 
  after prepayment or forgiven of debt in aggregate amount of not less than US$300MM