10:02 TITAN PETROCHEM<01192> - Announcement & Resumption (2) The obligations of the Company under the Notes will be guaranteed by the Subsidiary Guarantors, and will be further secured by pledges by the Company and certain Subsidiary Guarantors of the shares of certain Subsidiary Guarantors. The Notes will (1) rank at least pari passu with all other unsecured, unsubordinated indebtedness of the Company (subject to priority rights under applicable law), (2) be effectively subordinated to all obligations of the Company's non-guarantor subsidiaries and (3) be effectively subordinated to secured obligations of the Company and its subsidiaries, to the extent of the assets serving as security therefor. The events of default under the Notes include, among other things: (a) default in the payment of principal; (b) default in the payment of interest; (c) default in the performance or breach of certain covenants under the Notes; (d) default by the Company or certain of its subsidiaries in the repayment of indebtedness having an outstanding principal amount of US$10 million or more other than the Notes; (e) bankruptcy, insolvency proceedings against or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or certain of its subsidiaries; and (f) any default by the Company or certain of its subsidiaries in the performance of any of their respective obligations under the Notes. If an event of default occurs and is continuing, the trustee may, and shall upon the written request of holders of at least 25% in aggregate principal amount of outstanding Notes, foreclose on the security. Pursuant to the terms of the Notes, there are certain restrictions on the Company with respect to (i) incurring or guaranteeing additional indebtedness and issuing disqualified or preferred stock; (ii) declaring dividends on its capital stock or purchasing or redeeming capital stock; (iii) making investments or other specified restricted payments; (iv) issuing or selling capital stock of certain of its subsidiaries; (v) guaranteeing indebtedness; (vi) selling assets; (vii) creating any lien; (viii) entering into sale and leaseback transactions; (ix) entering into agreements that restrict certain of its subsidiaries' ability to pay dividends, transfer assets or make intercompany loans; (x) entering into transactions with equity holders or affiliates; or (xi) effecting a consolidation or merger. Redemption The Company may at its option redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus an applicable premium in accordance with the terms of the Notes. At any time prior to 18th March 2008, the Company may redeem up to 35% of the principal amount of the Notes at a redemption price of 108.5% of their principal amount, plus accrued and unpaid interest, if any, using proceeds from sales of certain kinds of the Company's capital stock. In addition, the Notes may be repurchased in an event of a change of control as provided for under the terms of the Notes or as a result of certain changes in specified tax laws or other circumstances as provided under the terms of the Notes. Listing The Company has received approval-in-principle from the SGX-ST for the listing of the Notes on the Official List of the SGX-ST. Admission of the Notes to the SGX-ST is not to be taken as an indication of the merits of the Company or the Notes. The Notes have been assigned a rating of ``B+'' by S&P and ``B1'' by Moody's. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating organization. The Company has a corporate credit rating of ``BB-'' and ``outlook stable'' by S&P and a ``Ba3'' corporate credit rating by Moody's. Use of proceeds and Reasons for the Issue The Company intends to apply the proceeds as follows: (i) to partially fund the purchase of additional vessels; (ii) to partially fund the investments in oil storage facilities in China, including possible future acquisitions; (iii) to repay some of the outstanding bank loans; and (iv) for general corporate purposes, including working capital and capital expenditures. Pending application of the net proceeds of the Issue, the Company intends to invest the net proceeds in temporary cash investments.