) Information Memorandum: IVL

DA/LC 90 days Going Forward: This transaction will continue on the above normal terms and conditions. 3. IVL/Subsidiary-Party having Conflict of Interest: Indorama Polyester Industries Pcl. - P.T. Indorama Synthetics Tbk Ltd. Relationship: Common Director: Mr. Amit Lohia Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 IPI sold Polyester Fibers and Yarns to P.T. Indorama - 52.66 Synthetics Tbk Ltd Accounts Receivable - 1.07 Necessity and reasonableness: This transaction has been done, as Indorama Polyester Industries Pcl. started operations after closure of plant for more than 3 years, the sale transactions were undertaken in order to test and establish quality of the product. Pricing method: On applicable Market rate basis Terms of credit: 30 days Going Forward: This transaction has been discontinued since September 1, 2009 and will not continue in future. All outstanding will be cleared within November 2009 (II) Rental/Lease (not exceed 3 years) without any indication of General Trading Condition 1. IVL/Subsidiary-Party having Conflict of Interest: Indorama Polyester Industries Pcl. - Pacific Resources Ltd. Relationship: Mr. Anuj Lohia, son of Mr. Aloke Lohia, is the major shareholder of Pacific Resources Ltd. Mr. Aloke Lohia is a director of Indorama Polyester Industries Pcl Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Indorama Polyester Industries Pcl. rented dormitory at - 2.03 Rayong from Pacific Resources Ltd. The rental expenses is of Baht 225,000 per month or Baht 29.70 per Sqm. per month. (Rent-Baht 75,000 per month, Service fee-Baht 150,000 per month) Deposit Receivable - 0.45 Necessity and reasonableness: This transaction has been done for using as a dormitory of factory staff with total space of 7,577 Sqm. Pricing method: Rent and service charge based on FAIR Market value of property with a return of 7% - 8%. Terms of credit: Advance or 5th day of each calendar month. Going Forward: Such transactions will continue as per the agreement and payment terms starting from January 01, 2009 until December 31, 2011 Renewal Condition: The agreement will be renewed as per the terms of agreement with 10% increase of the current rental. 2. IVL/Subsidiary-Party having Conflict of Interest: Indorama Polyester Industries Limited - Pacific Resources Ltd. Relationship: Mr. Anuj Lohia, son of Mr. Aloke Lohia, is the major shareholder of Pacific Resources. Mr. Aloke Lohia is a director of Indorama Polyester Industries Pcl Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Indorama Polyester Industries rented out office space 2.16 2.14 at 28th floor Ocean Tower 2, Bangkok. For the period of Jan 1 - July 31, 2009 (Unit C, D) The rental expenses is of Baht 180,045 per month or Baht 300 per Sqm. per month. From August 1, 2009 (Unit A, B, C, D) The rental expenses is of Baht 437,364 per month or Baht 300 per Sqm. per month (Rent-Baht 189,524.40 per month, Service fee-Baht 204,103.20 per month, Car Parking Lot fee-Baht 43,736.40) Deposit Receivable - 1.31 Necessity and reasonableness: This transaction has been done for using as a office space, with total areas of 1,457.88 Sqm. Pricing method: As per prevailing rent in Ocean Tower building, it has been agreed. Terms of credit: Advance on or before 5th day of each calendar month. Going Forward: Such transactions will continue as per the agreement and payment terms from November 1, 2007 to October 31, 2010. Renewal Condition: The agreement will be renewed as per the terms of agreement with 10% increase of the current rental. 3. IVL/Subsidiary-Party having Conflict of Interest: Indorama Holdings Limited - Pacific Resources Ltd. Relationship: Mr. Anuj Lohia son of Mr. Aloke Lohia is the major shareholder of Pacific Resources Mr. Aloke Lohia is Director of Indorama Holdings Ltd. Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Indorama Holdings Limited rented for office space at 3.09 1.80 28th floor Ocean Tower 2, Bangkok (Unit A, B) Total Payable Baht 257,319 per month or Baht 300 per Sqm. per month (Rent-Baht 11,504.90 per month, Service fee-Baht 120,082.20 per month, Car Parking Lots fee-Baht 25,731.90) Necessity and reasonableness: This transaction has been done for using as a office space, with total areas of 857.73 Sqm. Pricing method: The rental and service charges are as per prevailing rent in Ocean Tower 2 building, it has been agreed. Terms of credit: Advance on or before 5th day of each calendar month. Going Forward: This transaction has been terminated on Sep 30, 2009 and this space had rented by Indorama Polyester Industries PCL. instead (Please see item 2) (III) Relating to Assets/Services Transaction 1. IVL/Subsidiary-Party having Conflict of Interest: Indorama Holdings Limited - Beacon Chemicals Limited Relationship: Beacon Chemicals Limited is indirectly held by Mr. Aloke Lohia and Mrs. Suchitra Lohia Common Directors Mr. Aloke Lohia, Mrs. Suchitra Lohia Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Indorama Holdings Limited sold its 89.71% 279.94 - shareholding in Indo-Rama Chemicals (Thailand) Ltd., to Beacon Chemicals Ltd on 19 June 2008 Necessity and reasonableness: This transaction has been done as part of restructuring of the group, by selling shares of the companies which was not a core business of the group. Price: The transaction price was based on independent appraisal report. Going Forward: - None -This was a one off activity 2. IVL/Subsidiary-Party having Conflict of Interest: Indorama Ventures Limited - Indorama International Finance Pcl Relationship: Indorama International Finance Pcl is a company owned by Mr. Sri Prakash Lohia, blood brother of Mr. Aloke Lohia., Director of Indorama Ventures Limited. Indorama International Finance Pcl used to be a major shareholder of Indorama Petrochem Limited Mr. Sri Prakash Lohia is Director of Indorama Petrochem Ltd. Type of Transaction Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Indorama Ventures Public Company Limited acquired 2,079.24 - totally 82.32% of shares (389,194,171 shares) of Indorama Petrochem Ltd. from Indorama International Finance Pcl. on 18 September 2008 (Note: On 9 October 2008.the Company also purchased 17.67% of shares of Indorama Petrochem Ltd. from other parties namely DEG and FMO totaling 83,587,865 shares at the same price) Necessity and reasonableness: This transaction has been done as a part of restructuring plan of IVL to acquire PTA business. Price: IVL issued new shares to Indorama International Finance Pcl , DEG and FMO as a consideration for shares of Indorama Petrochem Ltd. The share swap ratio is based on the Book Value of Indorama Petrochem Ltd. as of December 2007 and based on the DCF valuation of IVL which are supported by agreements. Going Forward: - None - This is a one off transaction 3. IVL/Subsidiary-Party having Conflict of Interest: Indorama Ventures Limited - Indorama International Finance Plc Relationship: Indorama International Finance Plc is a company owned by Mr. Sri Prakash Lohia, blood brother of Mr. Aloke Lohia., Director of Indorama Ventures Limited. Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Indorama Ventures Limited acquired 44.38%of shares 676.22 - (3,106,716 shares) of Indo Poly (Thailand) Ltd. from Indorama International Finance Plc on September 19, 2008 in exchange for 6,991,702 shares of IVL. Necessity and reasonableness: This transaction has been done as a part of business restructuring plan of IVL to acquire Polyester business. Price: IVL issued new shares to Indorama International Finance Pcl, as a consideration for shares of Indo Poly (Thailand) Ltd. The share swap ratio is based on the Book Value of Indo Poly (Thailand) Ltd. as of June 30, 2008 and based on the DCF valuation of IVL which are supported by agreement. Going Forward: - None - This is a one off transaction (IV) Financial Assistance 1. IVL/Subsidiary-Party having Conflict of Interest: Indorama Holding Limited - Indo-Rama Chemicals (Thailand) Limited Relationship: Common Directors: Mr. Aloke Lohia, Mrs. Suchitra Lohia Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Indorama Holding Limited lent long term loan to Indo- 212.80 248.30 Rama Chemicals (Thailand) Limited (Net balance) Interest income 1.22 11.34 Interest expense 5.43 - Net Interest Expense 4.21* - * The credit period given for (Interest payable) sale of goods by PFL to Sermsuk conform to normal credit days given to other customers in the local market Net Interest Income (Interest receivable - 11.34 Necessity and reasonableness: This transaction has been done as a financial support to a group subsidiary Company. Before June 19, 2008, Indorama Chemicals (Thailand) Limited was a 89.71% subsidiary of Indorama Holding Limited Interest Rate: Rate 5.75% in 2008 and 4.50% in 2009, based on market rate applicable. Going Forward: Indo-Rama Chemicals (Thailand) Limited have been repaid this loan and interest receivable balance on October 21, 2009. 2. IVL/Subsidiary-Party having Conflict of Interest: Indo Poly (Thailand) Limited -Era Global Limited Relationship: Era Global Limited is represented by Mr. Sri Prakash Lohia , blood brother of Mr. Aloke Lohia, and father of Mr. Amit Lohia, Directors of Indorama Polyester Industries Plc., (Currently Indo Poly (Thailand) Limited is under liquidation process) Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Era Global Limited lent subordinated loan to Indo Poly 70.82 70.82 (Thailand) Limited Necessity and reasonableness: This transaction has been done as a condition of requesting loan from a financial institution when the Company was acquiring Indo-Poly (Thailand) Limited in 1997. Interest Rate: - None - Going Forward: The amount of subordinated loan will continue to persist. This is due to the condition of the financial institution, as it is the condition required by the financial institution. This loan can only be repaid when major lender outstanding working capital loans are settled. (This loan outstanding balance of subordinated loan has been transferred to Indorama Polyester Industries Limited) 3. IVL/Subsidiary-Party having Conflict of Interest: Indorama Ventures Limited - Canopus International Ltd Relationship: Canopus International Limited is the shareholder of Indorama Resources Limited which hold 99.99% of the shares, and Indorama Resources Limited is the shareholder of Indorama Ventures which hold 92.87% of the shares. Common Directors: Mr. Aloke Lohia, Mrs. Suchitra Lohia Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Canopus International Ltd. lent subordinated loan to 350.82 285.75 IVL Necessity and reasonableness: This transaction has been done, as Canopus International Ltd. lent USD 10 Million subordinated loan to IVL as a financial support for a restructuring of Indorama Petrochem Limited. Interest Rate: - None - Going Forward: Will be repaid by December 2013 as per agreement. 4. IVL/Subsidiary-Party having Conflict of Interest: StarPet - Canopus International Ltd. Relationship: Canopus International Limited is the shareholder of Indorama Resources Limited which hold 99.99% of the shares and Indorama Resources Limited is the shareholder of Indorama Ventures which hold 92.87% of the shares. StarPet is a subsidiary of Indorama Polymer Pcl. which in turn holds 100% shares in StarPet Common Directors: Mr. Aloke Lohia, Mrs. Suchitra Lohia Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Canopus International Ltd. lent subordinated loan to 52.35 - StarPet Necessity and reasonableness: This transaction has been done, as Canopus lent USD 1.5 Million subordinated loan to StarPet as per bank requirement for major shareholder support for the purpose of SPT production line expansion in September 2003. Interest Rate: - None - Repayment Term: Not be repaid until Bank loan remains outstanding Condition: Canopus International Ltd. has an option to convert to Equity Going Forward: To avoid conflict of interest in the future, Canopus has issued a letter confirming its intention not to convert loan to equity. StarPet already repaid subordinated loan to Canopus on September 30, 2009. 5. IVL/Subsidiary-Party having Conflict of Interest: Indorama Holdings Limited -Pacific Resources Limited Relationship: Mr. Anuj Lohia son of Mr. Aloke Lohia is the major shareholder of Pacific Resources Type of Transaction: Unit: Baht million Type of Transaction Year Ended 9 Months Ended 31 December, 2008 30 September, 2009 Interest income 12.40 - Necessity and reasonableness: This transaction has been done, as Indorama Holdings Limited had provided a temporary short-term loan facility of to Pacific Resources. The maximum outstanding was Baht 254 Million in 2008. Interest Rate: Rate 7.25% based on market rate applicable Going Forward: Pacific Resources already repaid subordinated loan to Indorama Holdings Limited on 15 December 2008 and this transaction will not continue in the future. Contracts dated after 30 September 2009 (Please see further detail described in "Summary of Material Contracts") Contingencies and Commitments Contractual Obligations The following table sets forth our contractual obligations as of September 30, 2009 for the periods indicated. Payment Due By Period More Less than than 1-3 Years 3-5 Years 5 Years Total 1 Year (Baht million) Short-term debt ................................................ 7,428.2 737.5 1,018.1 6.2 9,190.1 Long-term debt................................................. 4,408.5 12,296.4 10,322.0 3,297.8 30,324.7 Finance leases .................................................. 22.8 61.9 9.5 0 94.2 Land leases ...................................................... 127.4 173.5 171.6 397.2 869.7 (1) Purchase obligations ..................................... 328.3 0 0 0 328.3 Service commitments ........................................ 50.4 2.0 2.0 130.0 184.4 Forward Contracts 1,432.2 0 0 0 1,432.2 Bank Guarantees 1,303.3 0 0 0 1,303.3 Capital Commitments 614.1 0 0 0 614.1 Total contractual obligations ........................... 15,715.2 13,271.3 11,523.2 3,831.2 44,341.0 __________________________ (1) Principally long-term raw materials purchase agreements - payments due are based on minimum purchase quantities specified under such agreements. Contingent Liabilities and Off Balance Sheet Items We typically sell our European receivables at a discount that are without recourse to us because the risks of non-payment are covered by credit risk insurance as part of the sale of such receivables. As of September 30, 2009, we do not have any other contingent liabilities of other off balance sheet items that have not been disclosed in our consolidated financial statements. (Please see further detail described in "Notes to Financial Statements") Risk Factors 1. Risks Relating to Our Businesses and Operations 1.1 We are parties to litigation that, if decided against us, could have a material adverse effect on our business, financial condition, results of operations and prospects. Eastman Chemical Company ("Eastman") filed a complaint in the Delaware District Court against AlphaPet, IRP Rotterdam, IRP Workington, IRH Rotterdam and Indorama Polymers on December 18, 2009 in connection with commercial production at the AlphaPet PET facility. The AlphaPet PET facility accounts for 28.8% of our PET installed capacity. IRP Rotterdam, IRP Workington and IRH Rotterdam (the "European Defendants") entered into a Technology License Agreement with Eastman in connection with our acquisition of Eastman's north-west European PET and PTA businesses in March 2008, pursuant to which the European Defendants received a license to use licensed technology secrets to make certain commercial products as part of the acquired business. In the complaint, Eastman alleges that: (more)