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Exhibit 10.1    
  


        29
March 2001 


ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED

(as Borrower)  


 THE THAI FARMERS BANK PUBLIC COMPANY LIMITED

(as Arranger)  


 THE THAI FARMERS BANK PUBLIC COMPANY LIMITED

BANK OF AYUDHYA PUBLIC COMPANY LIMITED

(as Lenders)  


 BANK OF AYUDHYA PUBLIC COMPANY LIMITED

(as Facility Agent)  


 and  


 THE THAI FARMERS BANK PUBLIC COMPANY LIMITED

(as Security Agent)  




US $53,470,000 and Baht 60,000,000

CREDIT FACILITIES AGREEMENT  








  



 
 

CONTENTS    
  



	Clause
 
	 	 
	 	 
	 	Page

	SECTION I:	 	DEFINITIONS AND INTERPRETATION	 	4
	

 	
 	

1.	
 	

Definitions and Interpretation	
 	

4
	

SECTION II:	
 	

THE FACILITIES	
 	

16
	

 	
 	

2.	
 	

Amount and Purpose	
 	

16
	

 	
 	

3.	
 	

Syndicate	
 	

16
	

 	
 	

4.	
 	

Signing Date and Conditions Precedent	
 	

17
	

SECTION III:	
 	

TRANCHE A FACILITY	
 	

18
	

 	
 	

5.	
 	

Tranche A Facility	
 	

18
	

 	
 	

6.	
 	

Interest	
 	

19
	

 	
 	

7.	
 	

Repayment	
 	

21
	

SECTION IV:	
 	

TRANCHE B FACILITIES	
 	

22
	

 	
 	

8.	
 	

General	
 	

22
	

 	
 	

9.	
 	

Tranche B Letter of Credit Facility	
 	

22
	

 	
 	

10.	
 	

Tranche B Trust Receipt Facility	
 	

24
	

 	
 	

11.	
 	

Tranche B Loan Facility	
 	

26
	

SECTION V:	
 	

TRANCHE C FACILITY	
 	

29
	

 	
 	

12.	
 	

Tranche C Facility	
 	

29
	

 	
 	

13.	
 	

Interest	
 	

30
	

 	
 	

14.	
 	

Repayment	
 	

30
	

SECTION VI:	
 	

TRANCHE D FACILITY	
 	

30
	

 	
 	

15.	
 	

Tranche D Facility	
 	

30
	

SECTION VII:	
 	

TRANCHE E FACILITY	
 	

31
	

 	
 	

16.	
 	

Tranche E Facility	
 	

31
	

SECTION VIII:	
 	

PREPAYMENT AND CANCELLATION	
 	

33
	

 	
 	

17.	
 	

Prepayment and Cancellation	
 	

33
	

 	
 	

18.	
 	

Supplementary Provisions Relating to Prepayment and Cancellation	
 	

34
	

SECTION IX:	
 	

PAYMENTS, TAXES AND DEFAULT INTEREST	
 	

35
	

 	
 	

19.	
 	

Payment	
 	

35
	

 	
 	

20.	
 	

Taxes	
 	

35
	

 	
 	

21.	
 	

Default Interest	
 	

36
	

SECTION X:	
 	

CHANGES IN CIRCUMSTANCES	
 	

37
	

 	
 	

22.	
 	

Changes in Circumstances	
 	

37
	
 	
 	

 	
 	

 	
 	

 



1





 

	

SECTION XI:	
 	

REPRESENTATIONS AND UNDERTAKINGS	
 	

39
	

 	
 	

23.	
 	

Representations and Warranties	
 	

39
	

 	
 	

24.	
 	

Undertakings	
 	

41
	

SECTION XII:	
 	

DEFAULT AND INDEMNITY	
 	

48
	

 	
 	

25.	
 	

Default	
 	

48
	

 	
 	

26.	
 	

Indemnity	
 	

50
	

SECTION XIII:	
 	

SET-OFF AND SECURITY SHARING ARRANGEMENTS	
 	

51
	

 	
 	

27.	
 	

Set-off and Pro Rata Sharing	
 	

51
	

 	
 	

28.	
 	

Security Sharing Arrangements	
 	

52
	

SECTION XIV:	
 	

THE AGENTS AND THE ARRANGER	
 	

53
	

 	
 	

29.	
 	

The Agents and the Arranger	
 	

53
	

SECTION XV:	
 	

AMENDMENTS, ASSIGNMENTS AND TRANSFERS	
 	

57
	

 	
 	

30.	
 	

Amendments	
 	

57
	

 	
 	

31.	
 	

Assignments and Transfers	
 	

57
	

SECTION XVI:	
 	

FEES AND EXPENSES	
 	

59
	

 	
 	

32.	
 	

Fees and Expenses	
 	

59
	

SECTION XVII:	
 	

MISCELLANEOUS	
 	

61
	

 	
 	

33.	
 	

Miscellaneous	
 	

61
	

SECTION XVIII:	
 	

LAW	
 	

62
	

 	
 	

34.	
 	

Law	
 	

62
	

 	
 	

SCHEDULE 1	
 	

62
	

 	
 	

 	
 	

Lenders and Commitments	
 	

62
	

 	
 	

SCHEDULE 2	
 	

63
	

 	
 	

 	
 	

Conditions Precedent Documents to Facilities	
 	

63
	

 	
 	

SCHEDULE 3	
 	

64
	

 	
 	

 	
 	

Part I Form of Drawing Notice	
 	

64
	

 	
 	

 	
 	

Part II Form of Receipt	
 	

66
	

 	
 	

SCHEDULE 4	
 	

66
	

 	
 	

 	
 	

Certificate of Borrower	
 	

66
	

 	
 	

SCHEDULE 5	
 	

67
	

 	
 	

 	
 	

Certificate of Guarantor	
 	

67
	
 	
 	

 	
 	

 	
 	

 



2





 

	

 	
 	

SCHEDULE 6	
 	

70
	

 	
 	

 	
 	

Form of Transfer Certificate	
 	

70
	

 	
 	

SCHEDULE 7	
 	

71
	

 	
 	

 	
 	

List of Asset and Property to be Granted as Security	
 	

71
	

 	
 	

SCHEDULE 8	
 	

73
	

 	
 	

 	
 	

List of Bank Accounts	
 	

73
	

 	
 	

SIGNATURE PAGE	
 	

75




3







  





THIS CREDIT FACILITIES AGREEMENT is made on 29 March 2001 


Between



ACT
MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED of 94 Moo 1, Hi-Tech Industrial Estate, Banlane, Bang-Pa-In, Phra Nakhon Si Ayutthaya 13160, Thailand (the
Borrower); 


THE
THAI FARMERS BANK PUBLIC COMPANY LIMITED of 1 Thai Farmers Lane, Ratburana Road, Bangkok 10140, Thailand as arranger of the Facilities (the Arranger); 


THE
THAI FARMERS BANK PUBLIC COMPANY LIMITED of 1 Thai Farmers Lane, Ratburana Road, Bangkok 10140, Thailand and BANK OF AYUDHYA PUBLIC COMPANY LIMITED of 1222 Rama III Road, Bangpongpang, Yannawa,
Bangkok 10120, Thailand, as Lenders (the Lenders); 


BANK
OF AYUDHYA PUBLIC COMPANY LIMITED as facility agent for the Lenders; and 


THE
THAI FARMERS BANK PUBLIC COMPANY LIMITED as security agent for the Lenders 



It
is agreed: 


 
 

SECTION I:
  DEFINITIONS AND INTERPRETATION    
  


Definitions and Interpretation  


        1.1    Definitions:    In this Agreement, except where the context otherwise requires: 



        Accounting
Principles means the accounting principles, standards, conventions and practices used by the Borrower in the preparation of its audited statutory accounts for the year ended
24 November 2000 as such principles, standards, conventions and practices may hereafter be modified in order to comply with changes in generally accepted accounting principles in the Kingdom of
Thailand or otherwise with the prior written consent of the Facility Agent; 


        ACT
Loan Agreement means a loan arrangement between the Borrower and the Guarantor under which the Guarantor has granted a loan of money in the principal amount of US$10,500,000 (US$ ten
million five hundred thousand) to the Borrower and the entire amount of this outstanding principal and accrued interest (if any) shall be converted into share capital of the Borrower in accordance
with clause 24.2(n) (ACT Loan Agreement); 


        Advance
means the principal amount of each amount made available to the Borrower hereunder (including without limitation Tranche A Advances, Tranche B T/R Advances, Tranche B Loan
Advances, Tranche C Advances and Tranche D Advances) by way of loan, Conversion or (as the context requires) the principal amount thereof for the time being outstanding; 


        Agents
means the Facility Agent and the Security Agent, and Agent means either of them, as the context requires; 


        Authorised
Directors mean the directors who are authorised to sign on behalf of the Borrower; 


        Availability
Period means: 



	(a)
	in
respect of the Tranche A Facility, the period commencing on the Effective Date and ending at the end of the Business Day in Bangkok on the date falling 60 (sixty) days after the
Effective Date;



	(b)
	in
respect of the Tranche B Facilities, the period commencing on the Effective Date and ending at the end of the Business Day in Bangkok on 26 November 2001; 



4





 



	(c)
	in
respect of the Tranche C Facility, the Tranche D Facility and the Tranche E Facility, the period commencing on the Effective Date and ending at the end of the Business Day in
Bangkok on either of the following dates, whichever occurs first:



	(i)
	the
date falling 5 (five) years from the last Drawing Date in respect of a Tranche B Loan Advance; or



	(ii)
	the
date falling 5 (five) years from the last Conversion Date in respect of a Tranche B Loan Advance, 








provided
that the Availability Period in respect of the Tranche C Facility, the Tranche D Facility and the Tranche E Facility will be subject to changes upon a review on an annual basis by the Tranche
C Lenders, the Tranche D Lenders and the Tranche E Lenders, as the case may be, provided always that where an Availability Period relating to any Facility ends on a day which is not a Business Day, it
shall be deemed to end on the Business Day preceding that day; 





        Average
Selling Rate means the average (rounded, if necessary, to the nearest four decimal places with the midpoint rounded upwards) of the telegraphic transfer exchange rates quoted by
the relevant Lenders for the sale of the relevant currency using Baht as the means of payment for such sale at 12 noon (Bangkok time) 2 (two) Business Days prior to the day the amount in question is
due to be calculated, determined or notionally converted, as the case may be; 


        Baht
means Thai baht, the lawful currency of the Kingdom of Thailand; 


        BAY
means Bank of Ayudhya Public Company Limited; 


        BoT
Announcements means announcements, notifications and regulations of the Bank of Thailand as may be issued and/or amended from time to time (including without limitation the
Notification of the Bank of Thailand Re: Prescription on Interests and Discounts to be Observed by Commercial Banks in respect of Interest Payable on Loans made by Commercial Banks); 



        Business
Day means a day (other than a Saturday or Sunday) on which the Lenders are open for general interbank business in Bangkok; 


        Commitment
means, in relation to a Lender, the aggregate of its Tranche A Commitment, its Tranche B Commitments, its Tranche C Commitment, its Tranche D Commitment and its Tranche E
Commitment; 


        Conversion
means, in relation to the Tranche B Facilities, any conversion of the Tranche B L/C Outstandings and/or the Tranche B T/R Outstandings into Tranche B Loan Advances pursuant to
the terms of this Agreement; 


        Conversion
Date means, in relation to the Tranche B Facilities, each of the following dates on which a Conversion is made automatically in accordance with clause 11.3
(Conversion): 



	(a)
	the
last Business Day of June 2001;



	(b)
	the
last Business Day of September 2001; and



	(c)
	the
last Business Day of December 2001; 




        Debt
means any indebtedness of the Borrower as at any date for or in respect of: 



	(a)
	all
moneys borrowed (with or without security) or raised by the Borrower;



	(b)
	moneys
raised by the sale of receivables, invoices, bills or notes or other financial assets on terms that recourse may be had to the vendors in the event of non-payment
of such receivables, invoices, bills or financial assets when due; 



5





 



	(c)
	the
acquisition cost of any asset remaining unpaid for which deferred payment is arranged primarily as a method of raising finance;



	(d)
	any
obligation under any lease which is required to be capitalised under the Accounting Principles;



	(e)
	the
net exposure (meaning the amount payable by the party liable thereunder on termination or closing out of such arrangements determined on a mark to market basis) of currency swap
or interest swap, cap or collar transactions;



	(f)
	the
principal amount raised by the Borrower by acceptances (not being acceptances in relation to the purchase of goods or services in the ordinary course of trading which have been
outstanding for 180 (one hundred and eighty) days or less) or under any acceptance credit opened on its behalf by a bank or accepting house;



	(g)
	the
principal amount (including any fixed or minimum premium payable on final redemption or repayment) of any debentures, notes, bonds, bills or other similar instruments of the
Borrower;



	(h)
	any
other transaction having the commercial effect of a borrowing (whether including money, commodities or other property); and



	(i)
	any
Subordinated Loan, 




        provided
that no amount shall be taken into account more than once in the same calculation; 


        Debt
Service Coverage Ratio means the ratio of (a) EBITDA for the six months immediately prior to the relevant calculation date to (b) all scheduled payments of principal
and interest which fell due for payment by the Borrower under the Tranche A Facility and the Tranche B Facilities for the six months immediately prior to the relevant calculation date, with
non-Baht denominated amounts being notionally converted to Baht at the Average Selling Rate; 


        Debt
Service Reserve Accounts means the bank accounts listed in Schedule 8 (List of Bank Accounts) which have been opened and maintained by the Borrower and any other bank account
to be opened by the Borrower pursuant to the terms of this Agreement from which funds may be withdrawn for servicing scheduled payments of principal and interest by the Borrower under the Tranche A
Facility and the Tranche B Facilities (including any substitute and replacement account thereof); 


        Debt
to Equity Ratio means the ratio of Debt to Equity; 


        Default
means an Event of Default or a Potential Event of Default; 


        Default
Interest Rate means: 



	(a)
	in
respect of amounts payable in US dollars, the rate per annum determined by the Facility Agent to be the aggregate of:



	(i)
	LIBOR;



	(ii)
	the
Margin; and



	(iii)
	4%
(four per cent.); and 





	(b)
	in
respect of amounts payable in Baht, the default interest rate per annum announced by each Lender from time to time according to the BoT Announcements (as a matter of reference
only, such default interest announced as at the Signing Date by TFB is 13.5% (thirteen point five per cent.) per annum and by BAY is 14.5% (fourteen point five per cent.) per annum); 




        Drawing
Date means a Business Day upon which any Advance is to be made; 


6





 



        Drawing
Notice means a notice of drawing substantially in the form set out in Part I of Schedule 3 (Form of Drawing Notice) duly completed and signed by the Authorised
Directors; 


        EBITDA
means, for the relevant period, revenues less cost of goods sold and selling and administrative expenses, but before extraordinary gains/losses, foreign exchange gains/losses,
interest income, interest expense, income tax, depreciation and amortisation; 


        Effective
Date means the Business Day determined and notified as such by the Facility Agent to each of the Lenders and the Borrower after all of the conditions precedent documents
referred to in Schedule 2 (Conditions Precedent Documents to Facilities) have been satisfactorily received by the Facility Agent in accordance with clause 4.2 (Conditions to Facilities); 


        Equity
means paid-in capital plus (a) share premium; (b) undistributed profits after deduction of retained losses (if any); and (c) legal reserves; 


        Event
of Default means any of the events mentioned in clause 25.1 (Event of Default); 


        Existing
BAY Facilities means the revolving credit facilities in an aggregate amount of no less than US$4,500,000 (US$ four million five hundred thousand) which has been, and/or will be,
granted independently of this Agreement by BAY to the Borrower up until the date immediately preceding the Effective Date but which will, as from the Effective Date, be deemed and treated for all
purposes and to all intents as part of the Tranche C Commitment, the Tranche C Advance and/or the Tranche C Outstandings, as the case may be, in respect of BAY under the Tranche C Facility and shall,
thereafter, be subject to the terms and conditions of this Agreement in all respects; 


        Existing
Security Interests means the Security Interests created or otherwise arising under credit facility arrangements between the Borrower and the Export-Import Bank of Thailand in an
aggregate amount of US$4,000,000 (including without limitation those credit facilities under their US$2,000,000 short-term credit facilities agreement dated 1 August 1998 and their
US$2,000,000 short-term credit facilities agreement dated 14 June 2000); 



        Existing
TFB Packing Credit Facility means the revolving packing credit facility in an aggregate amount of no more than US$4,500,000 (US$ four million five hundred thousand) which has
been, and/or will be, granted independently of this Agreement by TFB to the Borrower up until the date immediately preceding the Effective Date but which will, as from the Effective Date, be deemed
and treated for all purposes and to all intents as part of the Tranche C Commitment, the Tranche C Advance and/or the Tranche C Outstandings, as the case may be, in respect of TFB under the Tranche C
Facility and shall, thereafter, be subject to the terms and conditions of this Agreement in all respects; 



        Existing
TFB T/R Facility means the revolving trust receipt facility in an aggregate amount of no more than US$2,000,000 (US$ two million) which has been, and/or will be, granted
independently of this Agreement by TFB to the Borrower up until the date immediately preceding the Effective Date but which will, as of the Effective Date, be deemed and treated for all purposes and
to all intents as part of the Tranche B T/R Commitment, the Tranche B T/R Advance and/or the Tranche B T/R Outstandings, as the case may be, in respect of TFB under the Tranche B T/R Facility and
shall, thereafter, be subject to the terms and conditions of this Agreement in all respects; 



        Facilities
means the Tranche A Facility, the Tranche B Facilities, the Tranche C Facility, the Tranche D Facility and the Tranche E Facility, the terms and conditions of which are set
out in this Agreement, and Facility means any of them, as the context requires; 


        Facility
Agent means Bank of Ayudhya Public Company Limited or any successor as facility agent of the Lenders under the Financing Documents; 


        Facility
Office shall have the meaning given to it in clause 31.8 (Facility Office); 


7





 



        Fee
Letters means the letter agreements executed between: (a) each Agent and the Borrower in respect of agency fees; and (b) the Arranger and the Borrower in respect of
arrangement fees, and Fee Letter means any of them, as the context requires; 


        Finance
Party means any of the Agents, the Arranger or a Lender; 


        Financing
Documents means this Agreement, the Parent Guarantee, the Side Letter, the Fee Letters, the Tranche D Overdraft Agreement, the Security Documents, the ACT Loan Agreement, any
Transfer Certificate and any other document designated in writing as such by the Facility Agent and the Borrower; 


        General
Pledge Agreement means a pledge agreement over certain assets and property listed in Schedule 7 (List of Asset and Property to be Granted as Security) to be pledged
pursuant to clause 24.2(i) (Security Documents), which shall be in form and content satisfactory to the Security Agent; 


        Guarantor
means ACT Manufacturing, Inc., a company incorporated under the law of the Commonwealth of Massachusetts; 


        Guarantor
Collateral Agreement means a guarantee and collateral agreement dated 29 June 2000 among the Guarantor, JP Morgan Chase, certain Subsidiaries of Guarantor and the other
parties named therein (including any amendment and supplement thereof); 


        Guarantor
Credit Agreement means a US$250,000,000 credit agreement dated 29 June 2000 among the Guarantor, JP Morgan Chase as administrative agent, Credit Suisse First Boston as
syndication agent, Societe Generale as documentation agent and the lenders named therein (including any amendment and supplement thereof); 


        Interest
Payment Date means, for any Advance, the last day of an Interest Period; 


        Interest
Period means, for any Advance, the period determined in accordance with clauses 6.1 (Period), 10.5 (Interest), 11.5 (Interest Period), 13.1 (Interest Period) and 15.4
(Interest), as the case may be; 


        Issue
means the issue by the Tranche B Lenders of a Tranche B Letter of Credit under the Tranche B L/C Facility or the issue by the Tranche E Lenders of a Tranche E Guarantee under the
Tranche E Facility, as the case may be; 


        Issue
Date means the date of any Issue; 


        JP
Morgan Chase means J.P. Morgan Chase & Co. (formerly named "The Chase Manhattan Bank") which is a lender, and also acts as the administrative agent, under the Guarantor Credit
Agreement; 


        Land
and Building Mortgages Agreement means a mortgage contract of land and buildings and any agreement annexed or supplemental thereto in respect of the land and buildings listed in
Schedule 7 (List of Asset and Property to be Granted as Security) to be mortgaged pursuant to clause 24.2(i) (Security Documents), which shall be in form and content satisfactory
to the Security Agent; 


        Law
includes common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction
and any present or future directive, regulation, approval, licence, authorisation, guideline, practice, concession, request or requirement whether or not having the force of law issued by any
governmental body, agency or department or any central bank or other fiscal, monetary, regulatory, self regulatory or other authority or agency; 


8





 



        Lenders
means those Lenders listed in Schedule 1 (Lenders and Commitments) and their respective successors and any Transferee Lenders (as defined in clause 31.2 (Assignment and
Transfers by Lenders)) which are, in each case, for the time being participating in the Facilities, and Lender means either of them, as the context requires; 



        LIBOR
means, in relation to an Interest Period under the Tranche A Facility and the Tranche B Facilities, the rate per annum determined by the Facility Agent to be the rate or rates, and
if more than one, the highest of the rates, rounded upwards to the nearest whole multiple of one-sixteenth of one per cent. (1/16%) of the offered quotations for deposits in
US dollars for a comparable period to such Interest Period which appears on the Reuters screen being "LIBO" page (or such other page as may replace that service) at or about 11:00 a.m. (London
time) on the date falling 2 (two) Business Days prior to the first day of such Interest Period; 



        Machinery
Mortgage Agreement means a mortgage contract of machinery and any agreement annexed and supplemental thereto in respect of machinery listed in Schedule 7 (List of Asset
and Property to be Granted as Security) to be mortgaged pursuant to clause 24.2(i) (Security Documents), which shall be in form and content satisfactory to the Security Agent; 


        Majority
Lenders means, at any time, one or more Lenders whose Outstandings are more than 76% (seventy six per cent.) in aggregate of the Total Outstandings at that time or, in the event
that there are no Outstandings at such time, Lenders whose Commitments then aggregate more than 76% (seventy six per cent.) of the Total Commitments, provided that, for the purposes of this
definition: 



	(a)
	Outstandings
and Commitments which are not denominated in Baht shall be notionally converted into Baht at the Average Selling Rate; and



	(b)
	Outstandings
and Commitments of each Lender and Total Outstandings and Total Commitments of all Lenders will be subject to the conditions set out in clause 3.3 (Majority
Lenders); 




        Margin
means 2.50% (two point five per cent.) per annum; 


        Material
Adverse Effect means, in the opinion of the Facility Agent (acting upon the instructions of the Majority Lenders and upon consultation with the Borrower), the occurrence of an
event which will or may materially and adversely affect: (i) the Borrower's ability to make payments when due in respect of any indebtedness; (ii) the financial condition or business
prospects of the Borrower; (iii) the ability of the Lenders acting reasonably, to exercise their rights under any Financing Document; or (iv) the legality, validity or effectiveness of
the Financing Documents; 


        MOR
Average means, on any day, the average (rounded, if necessary, to the nearest four decimal places with the midpoint rounded upwards) of the respective prevailing per annum interest
rates announced by TFB and BAY for charging interest on overdraft in Baht granted to prime customers on the day in question pursuant to the BoT Announcements and known as "MOR"; 


        Obligor
means each of the Borrower and the Guarantor; 


        Outstandings
means, in relation to a Lender, the aggregate of its Tranche A Outstandings, Tranche B Outstandings, Tranche C Outstandings, Tranche D Outstandings and Tranche E Guarantee
Amount; 


        Parent
Guarantee means a guarantee to be executed by the Guarantor which is governed by the law of the Commonwealth of Massachusetts, in form and content satisfactory to the Lenders and
the Agents; 


        Party
means, at any time, a party to this Agreement at such time; 


        Permitted
Security Interests means 



	(a)
	a
lien or right of set-off arising in the normal course of trading or by operation of Law; 



9





 



	(b)
	any
conditional sale or title retention arising under or pursuant to any contract for the purchase of goods in the normal course of trading;



	(c)
	any
Security Interest created under the Security Documents;



	(d)
	any
Security Interest created or permitted to subsist with the prior written consent of the Majority Lenders;



	(e)
	the
Existing Security Interests; and



	(f)
	any
Security Interest granted to secure the obligations of the Borrower (if any) under the Guarantor Credit Agreement or the Guarantor Collateral Agreement; 




        Potential
Event of Default means any event which with the giving of notice, lapse of time or making of any determination specified in clause 25.1 (Event of Default) would
constitute an Event of Default; 


        Repayment
Date means, in respect of a Tranche A Advance and a Tranche B Loan Advance, each of the dates specified as such in clause 7.1 (Repayment) and clause 11.7
(Repayment), as the case may be; 


        Secured
Indebtedness means all present and future indebtedness and all other liabilities of the Borrower to the Security Agent and the Lenders (or any of them) present or future, actual
or contingent, arising under or in connection with any of the Financing Documents (including without limitation any promissory notes, instruments and securities evidencing or representing such
indebtedness or liabilities issued under or in connection with any of the Financing Documents); 


        Security
means the security created by the Security Documents, including all of the rights and interest which are to be vested in the Security Agent or any of the Lenders by or pursuant
to the Security Documents; 


        Security
Agent means The Thai Farmers Bank Public Company Limited or any successor as security agent of the Lenders under the Financing Documents; 



        Security
Documents means the Land and Building Mortgages Agreement; the Machinery Mortgage Agreement and the General Pledge Agreement; 


        Security
Interest means any mortgage, charge, pledge, lien, right of set-off, assignment by way of security, retention of title or any other security interest whatsoever or
any other agreement or arrangement having the effect of conferring security, howsoever created or arising; 


        Selling
Rate means the telegraphic transfer exchange rate quoted by the relevant Lender for the sale of the relevant currency using Baht as the means of payment for such sale at 12 noon
(Bangkok time) on the day the amount in question is due to be converted, redenominated or paid; 


        Side
Letter means the side letter dated 6 December 2000 between the Borrower and the Lenders in connection with a front-end fee of the Facilities; 


        Signing
Date means the date of this Agreement; 


        Subordinated
Loan means each of the loans provided to the Borrower by person(s) approved by the Majority Lenders and upon subordinated terms and conditions acceptable to the Majority
Lenders, under which, among other things, payment of interest and principal of the loans are to be repayable only after the Facilities and all other sums associated with the Facilities payable in
accordance with the terms of this Agreement have been repaid in full; 


        Subsidiary
means a subsidiary for the time being of the Borrower and Subsidiaries shall refer to all such subsidiaries; 


10





 



        Subsidiary
of Guarantor means, as to any person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both,
by such person; 


        Tax
means any present or future tax, duty, levy or charge of a similar nature payable to or imposed by any supra-national, governmental, federal, state, provincial, local governmental or
municipal taxing authority, body or official, whether in Thailand or elsewhere (together with any related penalties, fines, surcharges and interest); 


        TFB
means The Thai Farmers Bank Public Company Limited; 


        Total
Commitments means, at any time, the aggregate amount of all the Commitments of all the Lenders at such time; 


        Total
Outstandings means, at any time, the aggregate amount of all Outstandings of all the Lenders at such time; 



        Total
Tranche A Commitments means, at any time, the aggregate amount of the Tranche A Commitments of all the Tranche A Lenders, which together at any time shall not exceed US$20,970,000
(US$ twenty million nine hundred and seventy thousand); 


        Total
Tranche A Outstandings means, at any time, the aggregate amount of the Tranche A Outstandings of all the Tranche A Lenders; 


        Total
Tranche B Commitments means, at any time, the aggregate amount of the Tranche B Commitments of all the Tranche B Lenders, which together shall at any time not exceed US$4,000,000
(US$ four million) in aggregate; 


        Total
Tranche B L/C Commitments means the aggregate amount of the Tranche B L/C Commitments of all the Tranche B Lenders; 


        Total
Tranche B L/C Outstandings means, at any time, the aggregate amount of the Tranche B L/C Outstandings of all the Tranche B Lenders; 


        Total
Tranche B Loan Commitments means, at any time, the aggregate amount of all the Tranche B Loan Commitments of all the Tranche B Lenders; 


        Total
Tranche B Loan Outstandings means, at any time, the aggregate amount of the Tranche B Loan Outstandings of all the Tranche B Lenders; 



        Total
Tranche B Outstandings means, at any time, the aggregate amount of the Tranche B Outstandings of all the Tranche B Lenders, which together shall at any time not exceed US$4,000,000
(US$ four million) in aggregate; 


        Total
Tranche B T/R Commitments means, at any time, the aggregate amount of all the Tranche B T/R Commitments of all the Tranche B Lenders; 


        Total
Tranche B T/R Outstandings means, at any time, the aggregate amount of the Tranche B T/R Outstandings of all the Tranche B Lenders; 



        Total
Tranche C Commitment means, at any time, the aggregate amount of the Tranche C Commitments of all the Tranche C Lenders, which together at any time shall not exceed US$28,500,000
(US$ twenty eight million five hundred thousand); 


        Total
Tranche C Outstandings means, at any time, the aggregate amount of the Tranche C Outstandings of all the Tranche C Lenders; 


11





 



        Total
Tranche D Commitment means, at any time, the aggregate amount of the Tranche D Commitments of all the Tranche D Lenders, which together at any time shall not exceed Baht 20,000,000
(Baht twenty million); 


        Total
Tranche D Outstandings means, at any time, the aggregate amount of the Tranche D Outstandings of all the Tranche D Lenders; 


        Total
Tranche E Commitment means, at any time, the aggregate amount of the Tranche E Commitments of all the Tranche E Lenders, which together at any time shall not exceed Baht 40,000,000
(Baht forty million); 


        Total
Tranche E Guarantee Amounts means, at any time, the aggregate amount of the Tranche E Guarantee Amounts of all the Tranche E Lenders; 


        Tranche
A Advance means an Advance drawn under the Tranche A Facility; 


        Tranche
A Commitment means, in relation to a Tranche A Lender, the principal amount set opposite its name in Schedule 1 (Lenders and Commitments) in respect of the Tranche A
Facility or, as applicable, the amount set out in respect of the Tranche A Facility in a Transfer Certificate for a Tranche A Lender, in any case to the extent not transferred, reduced or cancelled in
accordance with the provisions hereof; 


        Tranche
A Facility means the US$20,970,000 (US$ twenty million nine hundred and seventy thousand) term loan facility, the terms and conditions of which are set out in this Agreement; 


        Tranche
A Lenders means the Lenders participating in the Tranche A Facility named in Schedule 1 (Lenders and Commitments); 


        Tranche
A Outstandings means, at any time, in relation to a Tranche A Lender, its participation in respect of all Tranche A Advances which have not been repaid or prepaid by the Borrower
at such time; 


        Tranche
B Commitments means, in relation to a Tranche B Lender, its Tranche B L/C Commitment, its Tranche B T/R Commitment and its Tranche B Loan Commitment; 


        Tranche
B Facilities means the Tranche B L/C Facility, the Tranche B T/R Facility and the Tranche B Loan Facility in an aggregate amount up to US$4,000,000 (US$ four million), and
Tranche B Facility means any of them, as the context requires; 


        Tranche
B Lenders means the Lenders participating in the Tranche B Facilities named in Schedule 1 (Lenders and Commitments); 



        Tranche
B Letter of Credit means a letter of credit issued or to be issued by the Tranche B Lenders under the Tranche B L/C Facility; 


        Tranche
B L/C Commitment means, in relation to a Tranche B Lender, the principal amount set opposite its name in Schedule 1 (Lenders and Commitments) in respect of the Tranche B
L/C Facility or, as applicable, the amount set out in respect of the Tranche B L/C Facility in a Transfer Certificate for a Tranche B Lender, in any case to the extent not transferred, reduced or
cancelled in accordance with the provisions hereof; 



        Tranche
B L/C Facility or Tranche B Letter of Credit Facility means the letter of credit facility in an aggregate amount up to US$4,000,000 (US$ four million), the terms and conditions
of which are set out in this Agreement; 


        Tranche
B L/C Outstandings means, at any time, in relation to a particular Tranche B Lender and its Tranche B Letters of Credit, the aggregate of the maximum amount for which the Tranche
B Lender 


12





 




could be actually or contingently liable thereunder from time to time and which has not been converted into Tranche B Loan Advances at such time in accordance with the terms of this Agreement; 


        Tranche
B Loan Advance means: 



	(a)
	an
Advance drawn under the Tranche B Loan Facility; and



	(b)
	an
Advance converted into from Tranche B L/C Outstandings and Tranche B T/R Outstandings; 




        Tranche
B Loan Commitment means, in relation to a Tranche B Lender, the principal amount set opposite its name in Schedule 1 (Lenders and Commitments) in respect of the Tranche B
Loan Facility or, as applicable, the amount set out in respect of the Tranche B Loan Facility in a Transfer Certificate for a Tranche B Lender, in any case to the extent not transferred, reduced or
cancelled in accordance with the provisions hereof; 


        Tranche
B Loan Facility means the term loan facility in an aggregate amount up to US$4,000,000 (US$ four million), the terms and conditions of which are set out in this Agreement; 


        Tranche
B Loan Outstandings means, at any time, in respect of a particular Tranche B Lender, its participation in respect of all Tranche B Loan Advances which have not been repaid or
prepaid by the Borrower at such time; 


        Tranche
B Outstandings means, at any time, in relation to a Tranche B Lender, the aggregate of its Tranche B L/C Outstandings, its Trance B T/R Outstandings and its Tranche B Loan
Outstandings; 


        Tranche
B Trust Receipt means a trust receipt executed or to be executed by the Borrower under the Tranche B T/R Facility in favour of a Tranche B Lender in lieu of reimbursement to such
Tranche B Lender of amounts paid by it under a Tranche B Letter of Credit; 


        Tranche
B T/R Advance means an Advance drawn under the Tranche B T/R Facility (for the avoidance of doubt, the Tranche B T/R Advance shall, as from the Effective Date, include any
advance already made by TFB to the Borrower as part of the Existing TFB T/R Facility which remains outstanding as at the date immediately preceding the Effective Date); 


        Tranche
B T/R Commitment means, in relation to a Tranche B Lender, the principal amount set opposite its name in Schedule 1 (Lenders and Commitments) in respect of the Tranche B
T/R Facility or, as applicable, the amount set out in respect of the Tranche B T/R Facility in a Transfer Certificate
for a Tranche B Lender, in any case to the extent not transferred, reduced or cancelled in accordance with the provisions hereof; 


        Tranche
B T/R Facility or Tranche B Trust Receipt Facility means the trust receipt facility in an aggregate amount up to US$4,000,000 (US$ four million) of which, as from the Effective
Date, the Existing TFB T/R Facility shall form an integral part, the terms and conditions of which are set out in this Agreement; 


        Tranche
B T/R Outstandings means, at any time, in respect of a particular Tranche B Lender, its participation in respect of all Tranche B Trust Receipts which have not been repaid or
prepaid by the Borrower at such time and which have not been converted into Tranche B Loan Advances at such time in accordance with the terms of this Agreement (for the avoidance of doubt, the Tranche
B T/R Outstandings shall, as from the Effective Date, include all outstanding principal amounts under the Existing TFB T/R Facility); 



        Tranche
C Advance means an Advance drawn under the Tranche C Facility (for the avoidance of doubt, the Tranche C Advance shall, as from the Effective Date, include any advance already
made by BAY and TFB to the Borrower as part of the Existing BAY Facilities and the Existing TFB Packing 


13





 




Credit Facility, respectively, which remains outstanding as at the date immediately preceding the Effective Date); 



        Tranche
C Commitment means, in relation to a Tranche C Lender, the principal amount set opposite its name in Schedule 1 (Loans and Commitments) in respect of the Tranche C
Facility or, as applicable, the amount set out in respect of the Tranche C Facility in a Transfer Certificate for a Tranche C Lender, in any case to the extent not transferred, cancelled or reduced in
accordance with the provisions hereof; 


        Tranche
C Facility means the US$28,500,000 (US$ twenty eight million five hundred thousand) revolving packing credit facility of which, as from the Effective Date, the Existing BAY
Facilities and the Existing TFB Packing Credit Facility shall form an integral part, the terms and conditions of which are set out in this Agreement; 



        Tranche
C Lenders means the Lenders participating in the Tranche C Facility named in Schedule 1 (Lenders and Commitments); 


        Tranche
C Outstandings means, at any time, in respect of a particular Tranche C Lender, its participation in respect of all Tranche C Advances which have not been repaid or prepaid by
the
Borrower at such time (for the avoidance of doubt, the Tranche C Outstandings shall, as from the Effective Date, include all outstanding principal amounts under the Existing BAY Facilities and the
Existing TFB Packing Credit Facility); 


        Tranche
D Advance means an Advance drawn under the Tranche D Facility; 


        Tranche
D Commitment means, in relation to a Tranche D Lender, the principal amount set opposite its name in Schedule 1 (Lenders and Commitments) in respect of the Tranche D
Facility or, as applicable, the amount set out in respect of the Tranche D Facility in a Transfer Certificate for a Tranche D Lender, in any case to the extent not transferred, reduced or cancelled in
accordance with the provisions hereof; 


        Tranche
D Facility means the Baht 20,000,000 (Baht twenty million) overdraft facility, the terms and conditions of which are set out in this Agreement; 



        Tranche
D Lenders means the Lenders participating in the Tranche D Facility named in Schedule 1 (Lenders and Commitments); 


        Tranche
D Outstandings means, at any time, in respect of a particular Tranche D Lender, its participation in respect of all Tranche D Advances which have not been repaid or prepaid by
the Borrower at such time; 


        Tranche
D Overdraft Agreement means an agreement between the Borrower and a Tranche D Lender in relation to the Tranche D Facility in form and content satisfactory to such Tranche D
Lender; 


        Tranche
E Commitment means, in relation to a Tranche E Lender, the principal amount set opposite its name in Schedule 1 (Lenders and Commitments) in respect of the Tranche E
Facility or, as applicable, the amount set out in respect of the Tranche E Facility in a Transfer Certificate for a Tranche E Lender, in any case to the extent not transferred, reduced or cancelled in
accordance with the provisions hereof; 


        Tranche
E Facility means the Baht 40,000,000 (Baht forty million) revolving letter of guarantee facility, the terms and conditions of which are set out in this Agreement; 


        Tranche
E Guarantee means a letter of guarantee issued or to be issued by a Tranche E Lender under the Tranche E Facility; 


        Tranche
E Guarantee Amount means, at any time, in respect of a particular 


14





 



        Tranche
E Lender and in relation to its Tranche E Guarantees, the maximum aggregate amount of the actual and contingent liabilities of that Tranche E Lender under such Tranche E
Guarantees; 


        Tranche
E Lenders means the Lenders participating in the Tranche E Facility named in Schedule 1 (Lenders and Commitments); 


        Transfer
Certificate means a certificate in the form of Schedule 6 (Form of Transfer Certificate) delivered pursuant to clause 31 (Assignments and Transfers); 


        US
dollars and US$ means the lawful currency of the United States of America; 


        1.2    Construction:    Except where the context otherwise requires, any reference in this Agreement to: 



        an
affiliate means, in relation to any person, a subsidiary or any holding company of such person and any other subsidiary of any such holding company; 


        an
agreement also includes a concession, contract, deed, franchise, licence, treaty or undertaking (in each case, whether oral or written); 


        the
assets of any person shall be construed as a reference to the whole or any part of its business, undertaking, property, assets, rights and revenues (including any right to receive
revenues); 


        a
Financing Document or other agreement includes any amendments, novations or supplements thereto; 



        a
guarantee also includes any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by way of the advance of money, the purchase of or subscription
for shares or other securities, the purchase of assets or services, or otherwise) for the payment of, indemnity against the consequences of default in the payment of, or otherwise be responsible for,
any indebtedness of any other person; 


        indebtedness
means any obligation (whether present or future, actual or contingent, secured or unsecured, as principal or surety or otherwise) for the payment or repayment of money; 



        a
person includes any corporation, association, partnership or other entity and includes its successors and permitted transferees and assigns; 


        a
provision of law is a reference to that provision as amended or re-enacted; a company is a subsidiary of another (its holding company) if that other company: 



	(a)
	holds
a majority of the voting rights in it; or



	(b)
	has
the right to appoint or remove a majority of its board of directors; or



	(c)
	has
the power to direct its management and policies whether through the ownership of voting rights, by contract or otherwise; 




        a
time of day is, unless the context requires otherwise, a reference to Bangkok time. 


        Headings
and the table of contents are for ease of reference only. 


15






  



 
 

SECTION II:
  THE FACILITIES    
  


Amount and Purpose  


        2.1    Facility Amounts:    The Lenders hereby establish the Facilities, pursuant to which they will, in accordance
with the provisions of this Agreement, make available the Facilities to the Borrower. At the Signing Date: 



	(a)
	the
maximum aggregate principal amount of:



	(i)
	the
Tranche A Facility is US$20,970,000 (US$ twenty million nine hundred and seventy thousand);



	(ii)
	the
Tranche B Facilities is US$4,000,000 (US$ four million);



	(iii)
	the
Tranche C Facility is US$28,500,000 (US$ twenty eight million five hundred thousand);



	(iv)
	the
Tranche D Facility is Baht 20,000,000 (Baht twenty million); and



	(v)
	the
Tranche E Facility is Baht 40,000,000 (Baht forty million); 





	(b)
	the
Tranche A Facility, the Tranche B Facilities, the Tranche C Facility, the Tranche D Facility and the Tranche E Facility are separate and independent from each other and together
they form the Facilities of US$53,470,000 (US $fifty three million four hundred and seventy thousand) and Baht 60,000,000 (Baht sixty million). 




        The
amount and availability of each Facility are subject to changes following a review by the Lenders if there occurs any circumstance set out in clause 24.2(h) (Guarantor's
Shareholding). 


        2.2    Purpose:    The Facilities shall be used as follows: 



	(a)
	the
Tranche A Facility shall be used only to repay all of the Borrower's existing indebtedness owed to TFB and the Industrial Finance Corporation of Thailand and to pay supplier
credits extended by its suppliers;



	(b)
	the
Tranche B Facilities shall be used only to pay for purchases of machinery used by it in its business operations as agreed from time to time between the Borrower and the Lenders;



	(c)
	the
Tranche C Facility and the Tranche D Facility shall be used only for the working capital purposes of the Borrower; and



	(d)
	the
Tranche E Facility shall be used only for the provision of one or more letters of guarantee against liabilities of the Borrower to any third party (including without limitation
those which may arise from the provision of public utilities by the Electricity Generating Authority of Thailand, the Communications Authority of Thailand, the Customs Department of Thailand and any
other government authorities), except for liabilities of the Borrower under any transaction having the commercial effect of a borrowing. 




        No
Finance Party shall be bound to enquire as to, nor shall any of them be concerned with, the application of the proceeds or the use of any of the Facilities. 


Syndicate  


        3.1    Participation:    Subject to the provisions of this Agreement, each of the Lenders shall: 



	(a)
	participate
in each Advance under the Tranche A Facility in the proportion which its Tranche A Commitment bears to the Total Tranche A Commitments up to an aggregate principal amount
not exceeding its Tranche A Commitment; and 



16





 



	(b)
	participate
in the Tranche B Facilities, the Tranche C Facility, the Tranche D Facility and the Tranche E Facility up to an aggregate principal amount not exceeding its Tranche B
Commitment, Tranche B Commitments, Tranche C Commitment, Tranche D Commitment and Tranche E Commitment, respectively. 




        3.2    Obligations Several:    In participating in the Facilities: 



	(a)
	the
rights and obligations of each of the Finance Parties under the Financing Documents are several. Failure of a Finance Party to perform its obligations under the Financing
Documents shall neither:



	(i)
	result
in any other Finance Party incurring any liability whatsoever; nor



	(ii)
	relieve
any other Finance Party or any Obligor from any of its obligations under the Financing Documents; and 





	(b)
	the
aggregate of the amounts due to each Finance Party under the Financing Documents at any time is a separate and independent debt and each Finance Party shall have the right to
protect and (except as otherwise provided in the Financing Documents) enforce its rights under the Financing Documents and it shall not be necessary for any other Finance Party to be joined as an
additional party in any proceedings to this end. 




        3.3    Majority Lenders:    If at any time: 



	(a)
	the
business operations of either Lender has been temporarily or permanently suspended by the Ministry of Finance, the Bank of Thailand, the Financial Institutions Development Fund or
any other government agencies (the authorities); or



	(b)
	either
Lender has been ordered by the authorities to merge with any other entities or to dissolve or liquidate; or



	(c)
	the
majority of shares of either Lender have been acquired (whether by way of purchase, debt-to-equity conversion or otherwise) and held by the authorities for
the purposes of rehabilitation; or



	(d)
	any
other actions or circumstances having the effect of nationalisation or expropriation occur in respect of either Lender; 




(the
Lender being subject to any of the actions or circumstances set out in (a), (b), (c) or (d) above, the affected Lender), then at all times thereafter and for the purposes of the definition of
Majority Lenders, Outstandings or Commitments and Total Outstandings or Total Commitments, as the case may be, in respect of the affected Lenders shall not be taken into consideration in determining
the Majority Lenders. Accordingly, only Outstandings or Commitments and Total Outstandings or Total Commitments, as the case may be, in respect of the other Lender(s) (the other Lender(s)) shall be
counted in determining the Majority Lenders and the affected Lender shall be bound by, and comply with, any action or resolution (whether such action or resolution is in the nature of consent,
approval, authorisation, determination, instruction or otherwise) of the other Lender(s) in all respects. 


Signing Date and Conditions precedent  


        4.1    Signing Date:    This Agreement shall come into force and effect on the Signing Date and be binding on all
Parties hereto in accordance with the terms and conditions of this Agreement but the Borrower may not use or draw any of the Facilities until all of the relevant conditions precedent in this Agreement
have been satisfied. 


        4.2    Conditions to Facilities:    The Borrower shall provide the Facility Agent with the documents set out in
Schedule 2 (Conditions Precedent Documents to Facilities), in each case in form and content 


17





 




satisfactory to the Facility Agent, before the Facilities will become available to the Borrower. Upon its satisfactory receipt of such documents, the Facility Agent will then confirm to each of
Lenders and the Borrower such receipt and notify each of them of the date on which the Effective Date will occur, which shall be a Business Day (the Effective Date). 


        4.3    Conditions to Each Facility:    Each Facility is also subject to the further conditions precedent set out in
clauses 5.1 (Conditions Precedent), 9.1 (Conditions Precedent), 10.2 (Conditions Precedent), 11.1 (Conditions Precedent), 12.3 (Conditions Precedent), 15.1 (Conditions Precedent) and 16.1
(Conditions Precedent), as the case may be. 


 
 

SECTION III:
  TRANCHE A FACILITY    
  


Tranche A Facility  


        5.1    Conditions Precedent:    Subject to satisfaction of the conditions specified in clause 4.2 (Conditions
to Facilities), no Tranche A Lender will be obliged to participate in a Tranche A Advance until the following conditions precedent have been satisfied: 



	(a)
	both
on the date of the relevant Drawing Notice and on the relevant Drawing Date, no Default has occurred or would occur as a result of making the Tranche A Advance; and



	(b)
	each
of the representations and warranties mentioned in clause 23.2 (Representations After Signing) remains accurate at the Drawing Date as if given on that date by reference
to the facts and circumstances then existing. 




        5.2    Drawdown:    Subject to the provisions of this Agreement, the Borrower may on Business Days during the
Availability Period relating to the Tranche A Facility make a request for a Tranche A Advance by delivering, not less than 5 (five) Business Days before the proposed Drawing Date, to the Facility
Agent the following documents: 



	(a)
	a
duly completed Drawing Notice specifying the proposed Drawing Date which may occur only on the following 3 (three) dates and the amount of such Tranche A Advance which will be
subject to the following maximum amounts for each of the periods as follows:



	(i)
	in
respect of the first Drawing Date, the period commencing on the Effective Date and ending at the end of the Business Day in Bangkok on the date
falling 5 (five) days after the Effective Date and in an amount of no more than US$14,000,000 (US $fourteen million);



	(ii)
	in
respect of the second Drawing Date, the period commencing on the Effective Date and ending at the end of the Business Day in Bangkok on the date
falling 30 (thirty) days after the Effective Date and in an amount of no more than US$3,000,000 (US $three million); and



	(iii)
	in
respect of the third Drawing Date, the period commencing on the Effective Date and ending at the end of the Business Day in Bangkok on the date
falling 60 (sixty) days after the Effective Date and in an amount of no more than US$3,970,000 (US $three million nine hundred and seventy thousand), 






Any
undrawn or unutilised amount of the Tranche A Facility at the end of each of the periods set out in paragraphs (i), (ii) and (iii) above shall automatically be cancelled without any
cancellation fee; 



	(b)
	any
written evidence certified to be true and correct by the authorised persons of the Borrower showing the amount of the Borrower's indebtedness owed to TFB and the Industrial 



18






 


Finance
Corporation of Thailand and/or any or all of its suppliers of which the proceeds of such Tranche A Advance shall be applied against for repayment. 





        The
Borrower shall, on the Drawing Date, provide each of the Tranche A Lenders participating in such Tranche A Advance with a receipt (substantially in the form set out in Part II
of Schedule 3 (Form of Receipt)) and a promissory note (in form and content to be prescribed by the relevant Tranche A Lender) duly completed and signed by the Authorised Directors, and within
the next Business Day following each Drawing Date, provide each of such Tranche A Lenders with any written evidence (for example, cheques and wire transfer documents) certified to be true and correct
by the authorised persons of the Borrower showing for what purposes such Tranche A Advance has been used and to whom the proceeds of such Tranche A Advance have been transferred. 


        5.3    Limits on Tranche A Advances:    No Tranche A Advance may be drawn under the Tranche A Facility if, as a result
of drawing such Tranche A Advance, the Total Tranche A Outstandings would exceed the Total Tranche A Commitments. 


        5.4    Irrevocability:    A Drawing Notice shall be irrevocable and, subject to the provisions of this Agreement, the
Borrower shall draw the relevant Tranche A Advance on the Drawing Date specified in the Drawing Notice. 


        5.5    Notice to Lenders:    When the Facility Agent actually receives a Drawing Notice pursuant to clause 5.2
(Drawdown), it shall notify each of the Tranche A Lenders of the details of, and the amount of such Tranche A Lender's participation in, the proposed Tranche A Advance and each Tranche A Lender shall,
subject to the provisions of this Agreement, make available to the Borrower on the Drawing Date its participation in that Tranche A Advance. 


Interest  


        6.1    Period:    The following provisions shall apply to the duration of Interest Periods for Tranche A Advances: 



	(a)
	each
Interest Period shall be 3 (three) months;



	(b)
	the
first Interest Period shall commence on the Drawing Date of that Tranche A Advance and end on the last day of the calendar quarter in which such Tranche A Advance has been drawn
and each successive Interest Period shall commence on the last day of the previous one;



	(c)
	subject
to clause 6.1(d) below, an Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day, unless the
result of such extension would be that such Interest Period would end on a day in the next following calendar month, in which event such Interest Period shall end on the last preceding Business Day;



	(d)
	any
Interest Period which would extend beyond a Repayment Date relating to a Tranche A Advance shall be of such duration that it shall end on that Repayment Date; and



	(e)
	the
Borrower and the Facility Agent, with the written consent of all Tranche A Lenders, may enter into such arrangements as they may agree for the consolidation or splitting of
Tranche A Advances. 




        6.2    Rate and Payment:    The rate of interest payable on a Tranche A Advance for each Interest Period shall be the
rate per annum determined by the Facility Agent to be the aggregate of: 



	(a)
	LIBOR;
and



	(b)
	the
Margin. 



19





 





        Interest
payable under this clause shall be calculated on the basis of actual days elapsed (not counting within an Interest Period the last day of that Interest Period) and a year of 360
(three hundred and sixty) days, or otherwise as market convention dictates, and shall be paid on each Tranche A Advance by the Borrower for the account of the Tranche A Lenders in arrears on each
Interest Payment Date in the currency applicable to that Tranche A Advance. 


20









   Repayment  


        7.1    Repayment:    Subject to the provisions of this Agreement, the Tranche A Advances shall be repaid by the
Borrower in 20 (twenty) quarterly instalments, in the amounts and on the dates shown below: 



	 
	 
	 	Amount Repayable (in US$)

	 
	Repayment Dates
	 	TFB
	 	BAY

	  1.	30 June 2001	 	639,500	 	409,000
	  2.	30September 2001	 	639,500	 	409,000
	  3.	31 December 2001	 	639,500	 	409,000
	  4.	31 March 2002	 	639,500	 	409,000
	  5.	30 June 2002	 	639,500	 	409,000
	  6.	30 September 2002	 	639,500	 	409,000
	  7.	31 December 2002	 	639,500	 	409,000
	  8.	31 March 2003	 	639,500	 	409,000
	  9.	30 June 2003	 	639,500	 	409,000
	10.	30 September 2003	 	639,500	 	409,000
	11.	31 December 2003	 	639,500	 	409,000
	12.	31 March 2004	 	639,500	 	409,000
	13.	30 June 2004	 	639,500	 	409,000
	14.	30 September 2004	 	639,500	 	409,000
	15.	31 December 2004	 	639,500	 	409,000
	16.	31 March 2005	 	639,500	 	409,000
	17.	30 June 2005	 	639,500	 	409,000
	18.	30 September 2005	 	639,500	 	409,000
	19.	31 December 2005	 	639,500	 	409,000
	20.	31 March 2006	 	639,500	 	409,000
	 	Total	 	12,790,000	 	8,180,000




21






  



 
 

SECTION IV:
  TRANCHE B FACILITIES    
  


General  


        8.1    Tranche B Facilities:    Each Tranche B Lender will make available the Tranche B Facilities to the Borrower on
terms and conditions set out in this Agreement, provided that: 



	(a)
	the
aggregate principal amount of the Tranche B L/C Outstandings, the Tranche B T/R Outstandings and the Tranche B Loan Outstandings shall at any time not exceed US$4,000,000
(US$ four million); and



	(b)
	the
Borrower may at its option use, whether singly or collectively, any or all of the Tranche B L/C Facility, the Tranche B T/R Facility and/or the Tranche B Loan Facility, subject to
the periods and amounts set out in clause 8.2 (Amounts and Periods) below. 




        8.2    Amounts and Periods:    The aggregate principal amount of the Tranche B Facilities which the Borrower
may use during each of the following periods under the Availability Period relating to the Tranche B Facilities shall be subject to the following maximum amounts: 



	(a)
	commencing
on the Effective Date and ending at the end of the Business Day in Bangkok on 23 April 2001, up to an aggregate principal amount of US$2,000,000 (US$ two million);
and



	(b)
	commencing
on 24 April 2001 and ending at the end of the Business Day in Bangkok on 26 November 2001, up to an aggregate principal amount of US$2,000,000 (US$ two
million). 




        Any
undrawn or unutilised amount of the Tranche B Facilities at the end of each of the periods set out in paragraphs (a) and (b) above shall automatically be cancelled
without any cancellation fee. 


Tranche B Letter of Credit Facility  


        9.1    Conditions Precedent:    Subject to satisfaction of the conditions specified in clause 4.2 (Conditions
to Facilities), no Tranche B Lender will be obliged to participate in an Issue of a Tranche B Letter of Credit until the following conditions precedent have been satisfied: 



	(a)
	on
the relevant Issue Date, no Default has occurred or would occur as a result of the Issue;



	(b)
	each
of the representations and warranties mentioned in clause 23.2 (Representations After Signing) remains accurate at the Issue Date as if given on that date by reference to
the facts and circumstances then existing; and



	(c)
	the
Borrower has given to the Tranche B Lender issuing the Tranche B Letter of Credit information relating to the obligations of the Borrower to which the Tranche B Letter of
Credit relates as such Tranche B Lender may reasonably request;



	(d)
	the
Borrower has paid fees and expenses in accordance with clause 9.4 (Fees and Expenses) which are due and payable in respect of the Tranche B Letter of Credit; and



	(e)
	form
of the Tranche B Letter of Credit is acceptable to the Tranche B Lender issuing such Tranche B Letter of Credit. 




        9.2    Issue of Tranche B Letter of Credit:    Subject to the provisions of this Agreement, the Borrower may, on
Business Days during the Availability Period relating to the Tranche B Facilities, make a request for an Issue of a Tranche B Letter of Credit by delivering to a Tranche B Lender not less than
3 (three) Business Days prior to the proposed Issue Date a duly completed request (which shall be irrevocable) in the form to be specified by such Tranche B Lender. 


22





 



        9.3    Limits on Tranche B Letters of Credit:    No Tranche B Letter of Credit may be issued under the
Tranche B L/C Facility if, as a result of such Issue: 



	(a)
	the
Total Tranche B L/C Outstandings would exceed the Total Tranche B L/C Commitments;



	(b)
	the
Total Tranche B L/C Outstandings would exceed the maximum amount made available during each of the relevant periods set out in clause 8.2 (Amounts and Periods); or



	(c)
	the
term of such Tranche B Letter of Credit would end beyond the last Conversion Date. 




        9.4    Fees and Expenses:    The Borrower shall pay the following fees and expenses in respect of a Tranche B
Letter of Credit: 



	(a)
	Opening
Letter of Credit Fee: The Borrower shall pay opening letter of credit fees in an amount and in the currency to be specified by the relevant Tranche B Lender in accordance with
its normal banking practice and such payment shall be due and payable by the Borrower within the period to be specified by that Tranche B Lender.



	(b)
	Engagement
Fee: In cases of a term Tranche B Letter of Credit, the Borrower shall pay an engagement fee in an amount and in the currency to be specified by the relevant Tranche B
Lender in accordance with its normal banking practice and such payment shall be due and payable by the Borrower within the period to be specified by that Tranche B Lender.



	(c)
	Expenses:
The Borrower shall pay any expenses (including, without limitation, any stamp duty) which may arise in connection with the utilisation of the Tranche B L/C Facility
within the period to be specified in an invoice issued by the relevant Tranche B Lender or otherwise in accordance with the normal banking practice of that Tranche B Lender. 




        Each
of these fees and expenses shall be calculated in the denominated currency of each Tranche B Letter of Credit, but payable by the Borrower to the relevant Tranche B Lender in Baht
at the Selling Rate. 


        9.5    Indemnification    



	(a)
	Each
of the Tranche B Lenders shall at all times:



	(i)
	be
entitled to discharge (whether by making payment, exercising rights of set-off, or combining accounts or otherwise) any actual liability
and any sum due in relation to any Tranche B Letter of Credit issued by it without making any further investigation or enquiry;



	(ii)
	need
not concern itself with the propriety of any claim made or purported to be made under and in the manner required by the terms of any Tranche B
Letter of Credit; and



	(iii)
	be
entitled to assume that any person expressed in each Tranche B Letter of Credit as being entitled to make requests or claims in relation to
any sum so due thereunder or to receive payments thereunder is so entitled; 






and,
accordingly, the right of each Tranche B Lender to make any payment under any Tranche B Letter of Credit shall be in no way affected if it should appear that, as between such Tranche B
Lender and the beneficiary of the relevant Tranche B Letter of Credit, such beneficiary was not entitled for whatever reason to demand such payment under that Tranche B Letter of Credit. 


	(b)
	If,
at any time, any Tranche B Lender is required to pay or pays any amount (such amount being hereinafter referred to as a relevant amount) to any beneficiary or beneficiaries
pursuant to a Tranche B Letter of Credit, then an amount equal to such relevant amount shall become immediately due from, and payable by, the Borrower, denominated in the currency in which such a
Tranche B Letter of Credit is denominated. 



23





 



	(c)
	The
Borrower hereby agrees, in addition to the obligations assumed by it under clause 9.5(b), to pay to each Tranche B Lender the amount paid by it in respect of any Tranche B
Letter of Credit issued by it, to indemnify and hold harmless such Tranche B Lender from and against all liabilities, costs (including, without limitation, any costs incurred in funding any amount
which falls due from any Tranche B Lender pursuant to a Tranche B Letter of Credit), losses, damages, expenses and any default interest if such amount is not paid upon demand which such Tranche B
Lender may at any time incur or sustain pursuant to any Tranche B Letter of Credit issued by it. Any sum due and payable under this
clause which is not paid on the due date shall be subject to default interest at the Default Interest Rate.



	(d)
	A
Tranche B Lender may, at any time, by notice to the Borrower demand any amount payable by the Borrower to that Tranche B Lender to be redenominated from any
non-Baht denominated currency into Baht at the Selling Rate and shall become payable by the Borrower in Baht, in which case the Borrower may prepay such redenominated amount in Baht to
that Tranche B Lender without any prepayment fee provided that such prepayment shall be made within 30 (thirty) days after the date of redenomination together with interest accrued thereon (calculated
from the date of redenomination up until the date of payment) at the rate to be determined by that Tranche B Lender in accordance with its normal banking practice.



	(e)
	A
certificate of a Tranche B Lender, as to the amount of the actual liability of, or amount required to be paid by, such Tranche B Lender to discharge any sum due in relation to any
Tranche B Letter of Credit issued by it shall, save for manifest error, be conclusive and binding upon the Borrower for the purposes of this Agreement and prima facie evidence of the amounts so
required to be charged by such Tranche B Lender in any legal action or proceedings arising in connection herewith. 




        9.6    Conversion of Tranche B L/C Outstandings:    A Tranche B Letter of Credit to be issued under this
clause 9 will be payable by the relevant Tranche B Lender to any person expressed in such Tranche B Letter of Credit as being entitled to make requests or claims in relation to
any sum so due thereunder or to receive payments thereunder in accordance with the terms and conditions of such Tranche B Letter of Credit. Following the payment by such Tranche B Lender in respect of
such Tranche B Letter of Credit, any amount so paid shall be converted into a Tranche B T/R Advance subject to the terms and conditions set out in clause 10 (Tranche B
Trust Receipt Facility) or, if the date of such payment by that Tranche B Lender falls on a day which is a Conversion Date, shall be converted automatically into a Tranche B Loan Advance in accordance
with clause 11.3 (Conversion). 


Tranche B Trust Receipt Facility  


        10.1    Existing TFB T/R Facility:    Throughout the period between the Signing Date and the date immediately
preceding the Effective Date, TFB may at its option continue granting or providing on a revolving basis the Existing TFB T/R Facility on terms and conditions in accordance with its normal banking
practice. As from the Effective Date, the Existing TFB T/R Facility shall be treated for all purposes and to all intents as part of the Tranche B T/R Commitment, the Tranche B T/R Advance and/or the
Tranche B T/R Outstandings, as the case may be, in respect of TFB under the Tranche B T/R Facility and shall, thereafter, be subject to the terms and conditions of this Agreement in all respects. 


        10.2    Conditions Precedent:    Subject to the satisfaction of the conditions specified in clause 4.2
(Conditions to Facilities), no Tranche B Lender will be obliged to participate in a utilisation of a Tranche B Trust Receipt until the following conditions precedent have been satisfied: 



	(a)
	on
the date of utilisation, no Default has occurred or would occur as a result of the utilisation; 



24





 



	(b)
	each
of the representations and warranties mentioned in clause 23.2 (Representations After Signing) remains accurate at the date of utilisation as if given on that date by
reference to the facts and circumstances then existing; and



	(c)
	the
form of the Tranche B Trust Receipt is acceptable to the Tranche B Lender proposing to issue such Tranche B Trust Receipt. 




        10.3    Utilisation:    Subject to the provisions of this Agreement, the Borrower may on Business Days during the
Availability Period relating to the Tranche B Facilities make a request for utilisation of a Tranche B T/R Advance (including any Conversion of the Tranche B L/C Outstandings into
a Tranche B T/R Advance) by delivering the following documents to the relevant Tranche B Lender no later than 3 (three) Business Days prior to the date of utilisation or the Conversion
Date: 



	(a)
	a
duly completed request (which shall be irrevocable) in the form prescribed by the relevant Tranche B Lender in accordance with its normal banking practice;



	(b)
	a
Tranche B Trust Receipt, in the form prescribed by the relevant Tranch B Lender in accordance with its normal banking practice, duly completed and executed by the Borrower in
such Tranche B Lender's favour;



	(c)
	a
promissory note duly completed and signed by the Authorised Directors in form and content to be prescribed by the relevant Tranche B Lender in accordance with its normal
banking practice; and



	(d)
	any
other supporting documents or information as reasonably requested by the relevant Tranche B Lender in accordance with its normal banking practice. 




        Thereafter,
the relevant Tranche B Lender will accept the Tranche B Trust Receipt executed in its favour and will release to the Borrower the shipping documents to which such
Tranche B Trust Receipt relates. 


        10.4    Limits on Tranche B Trust Receipts:    No Tranche B Trust Receipt may: 



	(a)
	be
executed by the Borrower if, as a result of such execution, the Tranche B T/R Outstandings of each Tranche B Lender would exceed the Tranche B T/R Commitments of such
Tranche B Lender or would exceed the maximum amount made available during each of the relevant periods set out in clause 8.2 (Amounts and Periods); and



	(b)
	have
a term ending beyond the last Conversion Date or have a term exceeding 180 (one hundred and eighty) days from the date of its being executed by the Borrower. 




        10.5    Interest:    The Interest Period for each Tranche B Trust Receipt shall be determined in accordance with the
normal banking practice of the relevant Tranche B Lender. The rate of interest payable on the Tranche B T/R Outstandings for each Interest Period shall be as follows: 



	(a)
	in
cases of Tranche B Trust Receipts denominated in US dollars, the rate per annum determined by the Facility Agent to be the aggregate of LIBOR and the Margin; and



	(b)
	in
cases of Tranche B Trust Receipts denominated in any currency other than US dollars, the rate per annum determined by the relevant Tranche B Lender to be the rate applicable
to such currency as quoted by it in accordance with its normal banking practice. 




        Interest
payable on the Tranche B T/R Outstandings shall be made in accordance with the normal banking practice of the relevant Tranche B Lender. 



        10.6    Conversion of Tranche B T/R Outstandings:    Subject to the provisions of this Agreement, all Tranche B
T/R Outstandings of each Tranche B Lender shall be automatically converted into Tranche B Loan Advances on each of the Conversion Dates. 


25





 



Tranche B Loan Facility  



        11.1    Conditions Precedent:    Subject to satisfaction of the conditions specified in clause 4.2 (Conditions
to Facilities), no Tranche B Lender will be obliged to participate in a Tranche B Loan Advance, whether by way of loan pursuant to clause 11.2 (Drawdown) or by way of Conversion pursuant to
clause 11.3 (Conversion), until the following conditions precedent have been satisfied: 



	(a)
	on
the date of the relevant Drawing Notice and on the relevant Drawing Date or the relevant Conversion Date, as the case may be, no Default has occurred or would occur as a result of
making the Advance; and



	(b)
	each
of the representations and warranties mentioned in clause 23.2 (Representations After Signing) remains accurate at the Drawing Date or the Conversion Date, as the case may
be, as if given on that date by reference to the facts and circumstances then existing. 




        11.2    Drawdown:    Subject to the provisions of this Agreement, the Borrower may on Business Days during the
Availability Period relating to the Tranche B Facilities make a request for a Tranche B Loan Advance by delivering to the Facility Agent a duly completed Drawing Notice not less than 5 (five)
Business Days before the proposed Drawing Date, specifying in respect of the proposed Tranche B Loan Advance the proposed Drawing Date (which shall be a Business Day within the Availability Period),
in which case each Tranche B Lender shall participate in such Tranche B Loan Advance in the proportion which its Tranche B Loan Commitment bears to the Total Tranche B Loan Commitments. 


        The
Borrower shall, on the relevant Drawing Date, provide each of the Tranche B Lenders participating in such Tranche B Loan Advance with a receipt substantially in the form set
out in Part II of Schedule 3 (Form of Receipt), duly completed and signed by the Authorised Directors. 



        11.3    Conversion:    Subject to the provisions of this Agreement, on each Conversion Date, certain Tranche B L/C
Outstandings will be converted into a Tranche B Loan Advance in accordance with clause 9.6 (Conversion of Tranche B L/C Outstandings) and all Tranche B T/R Outstandings shall be
converted automatically into a Tranche B Loan Advance in accordance with clause 10.6 (Conversion of Tranche B T/R Outstandings). On such Conversion Date, the Borrower shall
provide each of the relevant Tranche B Lenders with the following documents: 



	(a)
	a
receipt substantially in the form set out in Part II of Schedule 3 (Form of Receipt) duly completed and signed by the Authorised Directors;



	(b)
	a
promissory note duly completed and signed by the Authorised Directors in form and content to be prescribed by the relevant Tranche B Lender in accordance with its normal
banking practice; and



	(c)
	any
other supporting documents or information as reasonably requested by the relevant Tranche B Lender in accordance with its normal banking practice. 




        Upon
each Conversion, the Tranche B L/C Outstandings and the Tranche B T/R Outstandings which have been so converted shall be reduced to 0 (zero) and treated for all purposes and to all
intents as a Tranche B Loan Advance. 


        11.4    Limits on Tranche B Loan Advances:    No Tranche B Loan Advance may be drawn or converted pursuant to
clause 11.2 (Drawdown) or 11.3 (Conversion) under the Tranche B Loan Facility if, as a result of such drawing or Conversion, the Total Tranche B Loan Outstandings would exceed the Total Tranche
B Loan Commitments or would exceed the maximum amount made available during each of the relevant periods set out in clause 8.2 (Amounts and Periods). 


26





 



        11.5    Interest Period:    The following provisions shall apply to the duration of Interest Periods for Tranche B
Loan Advances: 



	(a)
	each
Interest Period shall be 3 (three) calendar months;



	(b)
	the
first Interest Period shall commence on the relevant Drawing Date or the relevant Conversion Date, as the case may be, of that Tranche B Loan Advance and end on the last
day of the calendar quarter in which such Tranche Loan B Advance has been drawn or converted into and each successive Interest Period shall commence on the last day of the previous one;



	(c)
	subject
to clause 11.5(d), an Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day unless the result of
such extension would be that such Interest Period would end on a day in the next following calendar month, in which event such Interest Period shall end on the last preceding Business Day;



	(d)
	any
Interest Period which would extend beyond a Repayment Date relating to a Tranche B Loan Advance shall be of such duration that it shall end on that Repayment Date; and



	(e)
	the
Borrower and the Facility Agent, with the consent of all Tranche B Lenders, may enter into such arrangements as they may agree for the consolidation or splitting of
Tranche B Loan Advances. 




        11.6    Rate and Payment:    The rate of interest payable on a Tranche B Loan Advance for each Interest Period shall
be the rate per annum determined by the Facility Agent to be the aggregate of: 



	(a)
	LIBOR;
and



	(b)
	the
Margin. 




        Interest
payable under this clause 11.6 shall be calculated on the basis of actual days elapsed (not counting within an Interest Period the last day of that Interest Period) and a
year of 360 (three hundred and sixty) days, or otherwise as market convention dictates, and shall be paid on each Tranche B Loan Advance by the Borrower to the Tranche B Lenders in arrears on each
Interest Payment Date in the currency applicable to that Tranche B Loan Advance. 


27





 



        11.7    Repayment:    Subject to the provisions of this Agreement, the Tranche B Loan Advances shall be repaid
by the Borrower in 22 (twenty two) quarterly instalments, in the amounts and on the dates shown below: 



	Amounts payable (in US$)
 
	 	Repayment Dates
	 	Percentage of

Amount of Tranche B

Loan Advances Drawn or

Converted into on or prior

to July 2001 and

30 September 2001
	 	Percentage of

Amount of Tranche B

Loan Advances Drawn or

Converted into on or prior

to 30 June 2001
	 	Percentage of

Amount of Tranche B Loan

Advances Drawn or

Converted into on or prior

to 1 October 2001 and

31 December 2001

	1	 	30 June 2001	 	5%	 	5%	 	5%
	2	 	30 September 2001	 	5%	 	5%	 	5%
	3	 	31 December 2001	 	5%	 	5%	 	5%
	4	 	31 March 2002	 	5%	 	5%	 	5%
	5	 	30 June 2002	 	5%	 	5%	 	5%
	6	 	30 September 2002	 	5%	 	5%	 	5%
	7	 	31 December 2002	 	5%	 	5%	 	5%
	8	 	31 March 2003	 	5%	 	5%	 	5%
	9	 	30 June 2003	 	5%	 	5%	 	5%
	10	 	30 September 2003	 	5%	 	5%	 	5%
	11	 	31 December 2003	 	5%	 	5%	 	5%
	12	 	31 March 2004	 	5%	 	5%	 	5%
	13	 	30 June 2004	 	5%	 	5%	 	5%
	14	 	30 September 2004	 	5%	 	5%	 	5%
	15	 	31 December 2004	 	5%	 	5%	 	5%
	16	 	31 March 2005	 	5%	 	5%	 	5%
	17	 	30 June 2005	 	5%	 	5%	 	5%
	18	 	30 September 2005	 	5%	 	5%	 	5%
	19	 	31 December 2005	 	5%	 	5%	 	5%
	20	 	31 March 2006	 	5%	 	5%	 	5%
	21	 	30 June 2006	 	5%	 	 	 	5%
	22	 	30 September 2006	 	5%	 	 	 	 
	Total	 	100%	 	100%	 	100%




28






  



 
 

SECTION V
  TRANCHE C FACILITY    
  


Tranche C Facility  


        12.1    Existing BAY Facilities:    Throughout the period between the Signing Date and the date immediately preceding
the Effective Date, BAY may at its option continue granting or providing on a revolving basis the Existing BAY Facilities on terms and conditions in accordance with its normal banking practice. As
from the Effective Date, the Existing BAY Facilities shall be deemed and treated for all purposes and to all intents as part of the Tranche C Commitment, the Tranche C Advance and/or the Tranche C
Outstandings, as the case may be, in respect of BAY under the Tranche C Facility and shall, thereafter, be subject to the terms and conditions of this Agreement in all respects. 


        12.2    Existing TFB Packing Credit Facility:    Throughout the period between the Signing Date and the date
immediately preceding the Effective Date, TFB may at its option continue granting or providing on a revolving basis the Existing TFB Packing Credit Facility on terms and conditions in accordance with
its normal banking practice. As from the Effective Date, the Existing TFB Packing Credit Facility shall be treated for all purposes and to all intents as part of the Tranche C Commitment, the Tranche
C Advance and/or the Tranche C Outstandings, as the case may be, in respect of TFB under the Tranche C Facility and shall, thereafter, be subject to the terms and conditions of this Agreement in all
respects. 


        12.3    Conditions Precedent:    Subject to satisfaction of the conditions specified in clause 4.2 (Conditions
to Facilities), no Tranche C Lender will be obliged to participate in a Tranche C Advance until the following conditions precedent have been satisfied: 



	(a)
	on
the relevant Drawing Date, no Default has occurred or would occur as a result of making the Tranche C Advance;



	(b)
	each
of the representations and warranties mentioned in clause 23.2 (Representations After Signing) remains accurate at the Drawing Date as if given on that date by reference
to the facts and circumstances then existing;



	(c)
	the
Borrower has given to the relevant Tranche C Lender information relating to the purposes of the Tranche C Advance and the details of supply contracts, letters of credit and/or
purchase orders to which the Tranche C Advance relates as such Tranche C Lender may reasonably request, provided that such supply contracts, letters of credit and/or purchase orders contain terms and
conditions which are reasonably acceptable to such Tranche C Lender (and where they are not so reasonably acceptable, such Tranche C Lender shall supply its reasons to the Borrower as to why they are
not reasonably acceptable); and



	(d)
	the
Borrower complies with such Tranche C Lender's normal banking practice in respect of short-term loan and packing credit facilities (including without limitation
providing and submitting any supporting documents as reasonably requested by such Tranche C Lender in accordance with its normal banking practice). 




        12.4    Drawdown:    Subject to the provisions of this Agreement, the Borrower may on Business Days during the
Availability Period relating to the Tranche C Facility make a request for a Tranche C Advance by notifying the relevant Tranche C Lender in writing not less than 3 (three) Business Days before the
proposed Drawing Date. The Borrower shall, on the Drawing Date, provide such Tranche C Lender with a promissory note duly completed and signed by the Borrower as evidence of its indebtedness under
such Tranche C Advance in form and content to be prescribed by such Tranche C Lender and/or, if requested by such Tranche C Lender, any other document which may be requested by such Tranche C Lender
in accordance with its normal banking practice. 


29





 



        12.5    Limits on Tranche C Advances:    No Tranche C Advance may be drawn under the Tranche C Facility if, as a
result of drawing such Tranche C Advance, the Total Tranche C Outstandings would exceed the Total Tranche C Commitments. 



Interest  


        13.1    Interest Period:    The duration of each Interest Period for a Tranche C Advance shall be determined in
accordance with the normal banking practice of the relevant Tranche C Lender, provided that the first Interest Period shall commence on the Drawing Date of that Tranche C Advance. 


        13.2    Interest Rate:    The rate of interest payable on a Tranche C Advance for each Interest Period shall be the
prevailing market rate per annum quoted by the relevant Tranche C Lender from time to time for the provision of general working capital facilities in respect of such currency. Interest payable under
this Agreement shall be calculated and determined in accordance with the normal banking practice of such Tranche C Lender and a year of: 



	(a)
	in
the case of a Tranche C Advance denominated in US dollars, 360 (three hundred and sixty) days;



	(b)
	in
the case of a Tranche C Advance denominated in Baht, 365 (three hundred and sixty five) days; and



	(c)
	in
the case of a Tranche C Advance denominated in other currencies, such duration as is the normal banking practice of such Tranche C Lender, or otherwise as market convention
dictates, and shall be paid on each Tranche C Advance by the Borrower to such Tranche C Lender in arrears on each Interest Payment Date in the currency applicable to that Tranche C Advance. 




Repayment  


        14.1    Supply Contracts and Purchase Orders:    In respect of a Tranche C Advance drawn for payments under supply
contracts and purchase orders which the Borrower is obliged to make, the Borrower shall repay such Tranche C Advance to the relevant Tranche C Lender on either of the following dates, whichever occurs
first: 



	(a)
	the
date falling 180 (one hundred and eighty) days from the relevant Drawing Date; or



	(b)
	the
date falling 30 (thirty) days from the relevant shipment date of goods which are the subject matter of such supply contracts and/or purchase orders. 




        14.2    Letters of Credit:    In respect of a Tranche C Advance drawn for payments under letters of credit which the
Borrower is obliged to make, the Borrower shall repay such Tranche C Advance to the relevant Tranche C Lender on either of the following dates, whichever occurs first: 



	(a)
	the
date falling 180 (one hundred and eighty) days from the relevant Drawing Date; or



	(b)
	the
expiry date of the relevant letter of credit. 



 
 

SECTION VI:
  TRANCHE D FACILITY    
  



Tranche D Facility  


        15.1    Conditions Precedent:    Subject to satisfaction of the conditions specified in clause 4.2 (Conditions
to Facilities), no Tranche D Lender will be obliged to participate in a Tranche D Advance until the following conditions precedent have been satisfied: 


30





 

	(a)
	on
the relevant Drawing Date, no Default has occurred or would occur as a result of making the Tranche D Advance;



	(b)
	each
of the representations and warranties mentioned in clause 23.2 (Representations After Signing) remains accurate at the Drawing Date as if given on that date by reference
to the facts and circumstances then existing;



	(c)
	a
Tranche D Overdraft Agreement has been entered into between the Borrower and the relevant Tranche D Lender and remains in full force and effect on the Drawing Date; and



	(d)
	contemporaneously
with such Tranche D Advance, the Borrower complies with the normal banking practice in respect of overdraft credit facilities of the Tranche D Lender participating
in such Tranche D Advance. 




        15.2    Drawdown:    Subject to the provisions of this Agreement, the Borrower may, on Business Days during the
Availability Period relating to the Tranche D Facility: 



	(a)
	draw
cheques in Baht on; or



	(b)
	withdraw
money from, the account with a Tranche D Lender which is designated by such Tranche D Lender as the Borrower's overdraft account for the purposes of this Tranche D Facility. 




        15.3    Limits on Tranche D Advances:    No Tranche D Lender will be obliged to permit any drawdown or utilisation of
the Tranche D Facility if, as a result of such drawdown or utilisation, the Tranche D Outstandings of such Tranche D Lender would exceed its Tranche D Commitment. 



        15.4    Interest:    



	(a)
	The
rate of interest payable on a Tranche D Advance per annum shall be the MOR Average in accordance with the normal banking practice of the relevant Tranche D Lender.



	(b)
	Interest
will accrue on the Tranche D Outstandings on a daily basis and shall be due and payable by the Borrower in accordance with the normal banking practice of such Tranche D
Lender.



	(c)
	Each
Interest Period for Tranche D Advances shall be determined in accordance with the normal banking practice of such Tranche D Lender.



	(d)
	If
the Borrower fails to pay accrued interest when due, such interest shall be added to and form part of the Tranche D Advances in accordance with normal banking practice of such
Tranche D Lender. 




        15.5    Repayment:    Subject to the provisions of this Agreement, the Borrower may repay the Tranche D Outstandings
to the Tranche D Lenders at any time, but shall in any event repay in full all the Tranche
D Outstandings on the last Repayment Date of Tranche B Loan Advances specified in clause 11.7 (Repayment). 


 
 

SECTION VII:
  TRANCHE E FACILITY    
  


Tranche E Facility  


        16.1    Conditions Precedent:    Subject to satisfaction of the conditions specified in clause 4.2 (Conditions
to Facilities), no Tranche E Lender will be obliged to participate in an Issue of a Tranche E Guarantee until the following conditions precedent have been satisfied: 



	(a)
	on
the relevant Issue Date, no Default has occurred or would occur as a result of the Issue; 



31





 



	(b)
	each
of the representations and warranties mentioned in clause 23.2 (Representations After Signing) remains accurate at the Issue Date as if given on that date by reference to
the facts and circumstances then existing; and



	(c)
	the
Borrower shall provide the Tranche E Lender issuing the Tranche E Guarantee with information and all supporting documents (to the extent reasonably requested by such Tranche E
Lender) relating to the liabilities to be secured by such Tranche E Guarantee which must be in accordance with the provisions of clause 2.2(d) (Purpose), provided that such information and
supporting documents shall be reasonably acceptable to such Tranche E Lender (and where they are not so reasonably acceptable, such Tranche E Lender shall supply its reasons to the Borrower as to why
they are not reasonably acceptable);



	(d)
	the
Borrower has paid guarantee fees which are due and payable in respect of the Tranche E Guarantee; and



	(e)
	form
of the Tranche E Guarantee is acceptable to the Tranche E Lender issuing such Tranche E Guarantee. 




        16.2    Issue of Tranche E Guarantees:    Subject to the provisions of this Agreement, the Borrower may, on Business
Days during the Availability Period relating to the Tranche E Facility, make a request for an Issue of a Tranche E Guarantee by delivery to a Tranche E Lender not less than 5 (five) Business Days
prior to the proposed Issue Date a duly completed request (which shall be irrevocable) in the form to be specified by such Tranche E Lender. 


        16.3    Limits on Tranche E Guarantees:    No Tranche E Lender will be obliged to issue a Tranche E Guarantee if, as a
result of such Issue, its Tranche E Guarantee Amount would exceed its Tranche E Commitment. 


        16.4    Guarantee Fees:    The Borrower shall pay a guarantee fee in relation to a Tranche E Guarantee at the rate to
be agreed between the Borrower and the relevant Tranche E Lender and such payment shall be made by the Borrower in accordance with the normal banking practice of such Tranche E Lender. 


        16.5    Indemnification:    



	(a)
	If,
at any time, any Tranche E Lender is required to pay or pays any amount (such amount being hereinafter referred to as a relevant amount) to any beneficiary pursuant to a Tranche E
Guarantee, then an amount equal to such relevant amount shall become immediately due from, and payable by, the Borrower.



	(b)
	The
Borrower hereby agrees, in addition to the obligations assumed by it under clause 16.5(a), to pay to each Tranche E Lender the amount paid by it under a Tranche E
Guarantee, to indemnify and hold harmless each Tranche E Lender on demand from and against all liabilities, costs (including, without limitation, any costs incurred in funding any amount which falls
due from any Tranche E Lender pursuant to any Tranche E Guarantee), losses, damages, expenses and any default interest if such amount is not paid upon demand which such Tranche E Lender at any time
incurs or sustains pursuant to each Tranche E Guarantee issued by it. Any sum due and payable under this clause 16.5(b) and clause 16.5(a) which is not paid on the due date shall be
subject to default interest at the Default Interest Rate.



	(c)
	A
certificate of a Tranche E Lender, as to the amount of the actual liability of, or amount required to be paid by, such Tranche E Lender to discharge any sum due in relation to any
Tranche E Guarantee issued by it shall, save for manifest error, be conclusive and binding upon the Borrower for the purposes of this Agreement and be deemed prima facie evidence of the amounts so
required to be charged by such Tranche E Lender in any legal action or proceedings arising in connection herewith. 



32





 




 
 

SECTION VIII:
  PREPAYMENT AND CANCELLATION    
  


Prepayment and Cancellation  



        17.1    Prepayment of Tranche A Advances:    The Borrower may prepay any Tranche A Advance on any Interest Payment
Date relating to the Tranche A Facility in whole or in part (in a minimum amount of US$2,000,000 (US$ two million) and in integral multiples thereafter of US$500,000 (US$ five hundred thousand))
together with any breakage costs and other amounts due under clause 26 (Indemnity) provided that: 



	(a)
	it
has given the Facility Agent not less than 30 (thirty) days' written notice, identifying and stating the amount to be prepaid and the date of such prepayment; and



	(b)
	in
addition to any amounts due under clause 26 (Indemnity), the Borrower shall pay to the Tranche A Lenders a fee of 2% (two per cent.) of the amount of the Tranche A Advance
being prepaid under this clause, except where:



	(i)
	the
source of funds for making such prepayment derives from cash generated from the conduct and operation of the Borrower's business;



	(ii)
	the
source of funds for making such prepayment derives from moneys paid in for the subscription for shares upon an increase in the capital of the
Borrower;



	(iii)
	such
prepayment is made within 30 (thirty) days following the date on which any Tranche A Lender exercises its rights under this Agreement to
redenominate any or all of its Tranche A Outstandings or
any other amounts payable under the Tranche A Facility into Baht, provided that such prepayment shall be made together with interest accrued thereon (calculated from the date of redenomination up
until the date of payment) at the rate to be determined by that Tranche A Lender in accordance with its normal banking practice; or



	(iv)
	such
prepayment is made following the occurrence of any illegality, increased costs or market disruption event set out in clause 22 (Changes in
Circumstances). 







        The
prepayment under this clause shall be applied to each Tranche A Lender rateably with the other Tranche A Lender under the Tranche A Facility towards the repayment obligations under
clause 7.1 (Repayment) in inverse order of maturity. 


        17.2    Prepayment of Tranche B Loan Advances:    The Borrower may prepay a Tranche B Loan Advance on any Interest
Payment Date relating to the Tranche B Facility in whole or in part (in a minimum amount of US$1,000,000 (US$ one million) and in integral multiples thereafter of US$250,000 (US$ two hundred fifty
thousand)) together with any breakage costs and other amounts due under clause 26 (Indemnity) provided that: 



	(a)
	it
has given the Facility Agent not less than 30 (thirty) days' written notice, identifying and stating the amount to be prepaid and the date of such prepayment; and



	(b)
	in
addition to any amounts due under clause 26 (Indemnity), the Borrower shall pay to the Tranche B Lenders a fee of 2% (two per cent.) of the amount of the Tranche B Loan
Advance being prepaid under this clause, except where:



	(i)
	the
source of funds for making such prepayment derives from cash generated from the conduct and operation of the Borrower's business;



	(ii)
	the
source of funds for making such prepayment derives from moneys paid in for the subscription for shares upon a capital increase of the Borrower; 






33





 


	(iii)
	such
prepayment is made within 30 (thirty) days following the date on which any Tranche B Lender exercises its rights under this Agreement to
redonominate any or all of its Tranche B Outstandings or any other amounts payable under the Tranche B Facilities into Baht, provided that such prepayment
shall be made together with interest accrued thereon (calculated from the date of redenomination up until the date of payment) at the rate to be determined by that Tranche B Lender in accordance with
its normal banking practice; or



	(iv)
	such
prepayment is made following the occurrence of any illegality, increased costs or market disruption event set out in clause 22 (Changes in
Circumstances). 





        Any
prepayment under this clause shall be applied to each Tranche B Lender rateably with the other Tranche B Lender under the Tranche B Loan Facility towards the repayment obligations
under clause 11.7 (Repayment) in inverse order of maturity. 



        17.3    Cancellation:    The Borrower may cancel any undrawn or unutilised part of the Tranche A Facility, the Tranche
B Facilities, the Tranche C Facility, the Tranche D Facility and/or the Tranche E Facility (in respect of which no Drawing Notice has been served) in whole or in part at any time provided that: 



	(a)
	it
has given the Facility Agent not less than 30 (thirty) days' written notice stating the principal amount to be cancelled and the date of such cancellation; and



	(b)
	it
shall pay to the relevant Lenders a fee of 1.0% (one per cent.) of the principal amount to be cancelled. 




        For
the avoidance of doubt, any cancellation under this clause as a result of a review by the Lenders in accordance with clause 24.2(h) (Guarantor's Shareholding) shall not be
subject to any cancellation fee. Any cancellation in part shall be applied against the Tranche A Commitment, the Tranche B Commitments, the Tranche C Commitment, the Tranche D Commitment and/or the
Tranche E Commitment (as the case may be) of each relevant Lender pro rata. 



Supplementary Provisions Relating to Prepayment and Cancellation  


        18.1    Additional Right of Prepayment and Cancellation:    If: 



	(a)
	the
Borrower is required to pay to a Lender any additional amounts under clause 20.1 (Withholdings); or



	(b)
	the
Borrower is required to pay to a Lender any amount under clause 22.2 (Increased Costs), 




        then,
without prejudice to the obligations of the Borrower under those clauses, the Borrower may, whilst the circumstances continue, serve a notice of prepayment and cancellation on that
Lender through the Facility Agent. On the date falling 5 (five) Business Days after the date of service of the notice, the Borrower shall prepay to such Lender all of that Lender's Outstandings. On
prepaying a Lender's Outstandings under this clause, the Borrower shall pay to the relevant Lender accrued interest together with all other amounts due to that Lender (including any breakage costs or
other amount payable under the indemnity contained in clause 26 (Indemnity)). 


        18.2    Irrevocability:    Any notice under clause 17.1 (Prepayment of Tranche A Advances), 17.2 (Prepayment of
Tranche B Loan Advances), 17.3 (Cancellation), or 18.1 (Additional Right of Prepayment and Cancellation) shall be irrevocable. The amount of any prepayment under clause 17 (Prepayment and
Cancellation) shall become due and payable on the date specified in the relevant notice. No amount cancelled under clause 17.3 (Cancellation) or 18.1 (Additional Right of Prepayment and
Cancellation) may subsequently be reinstated. 


34





 



        18.3    Redrawing:    Any amount which is prepaid under clause 17.1 (Prepayment of Tranche A Advances), 17.2
(Prepayment of Tranche B Loan Advances), or 18.1 (Additional Right of Prepayment and Cancellation) in respect of a Tranche A Advance or a Tranche B Advance may not be redrawn. 


        18.4    Limitation:    No Borrower shall be entitled to prepay Advances or any part of them or cancel the Tranche A
Facility or the Tranche B Facilities in whole or in part otherwise than as specifically provided in this Agreement. 


 
 

SECTION IX:
  PAYMENTS, TAXES AND DEFAULT INTEREST    
  


Payment  


        19.1    Payments:    All payments under this Agreement shall be made as follows: 



	(a)
	in
the case of payments by the Borrower, directly to the account of the relevant Lender at such bank as it may notify to the Borrower; and



	(b)
	in
the case of payments by a Lender, directly to the account of the Borrower at such bank as it may notify to the Lenders. 




        19.2    No Set-off or Counterclaim:    All payments made by the Borrower under this Agreement shall be
made without any set-off or counterclaim. 


        19.3    Date:    If any payment would otherwise be due on a day which is not a Business Day, it shall be due on the
next succeeding Business Day unless the result of such an extension would be that such payment would be due on a day in the following calendar month, in which event such payment shall be due on the
last preceding Business Day. 


        19.4    Judgment Currency:    If, under any applicable Law, whether as a result of a judgment against the Borrower or
the liquidation of the Borrower or for any other reason, any payment under or in connection with this Agreement is made or is recovered in a currency (the other currency) other than that it is
required to be paid hereunder (the original currency), then, to the extent that the payment to any Finance Party (when converted at the rate of exchange on the date of payment or, in the case of a
liquidation, the latest date for the determination of liabilities permitted by the applicable Law) falls short of the amount unpaid under this Agreement, the Borrower shall, as a separate and
independent obligation, fully indemnify that Finance Party against the amount of the shortfall. 


Taxes  


        20.1    Withholdings:    All payments by the Borrower under this Agreement, whether in respect of principal, interest,
fees or any other item, shall be made in full without any deduction or withholding in respect of Tax or otherwise unless the deduction or withholding is required by Law. If such a deduction or
withholding is required or if any deduction or withholding in respect of Tax or otherwise falls to be made in respect of any payment to any Finance Party under this Agreement: 



	(a)
	the
Borrower shall ensure that the deduction or withholding does not exceed the minimum amount legally required;



	(b)
	the
Borrower shall forthwith pay directly to the relevant Finance Party an additional amount calculated to ensure that the net amount received by that Finance Party (taking into
account any deduction or withholding required on such additional amounts) will equal the full amount which would have been received by it had no such deduction or withholding been made; and



	(c)
	the
Borrower shall furnish to the Facility Agent on behalf of that Finance Party, within the period for payment permitted by the relevant Law, either: 



35





 


	(i)
	a
copy of an official receipt of the relevant taxation or other authorities involved in respect of all amounts so deducted or withheld; or



	(ii)
	if
such receipts are not issued by the taxation or other authorities concerned on payment to them of amounts so deducted or withheld, a certificate of
deduction or equivalent evidence of the relevant deduction or withholding. 





        20.2    Tax Indemnity:    Without prejudice to clause 20.1 (Withholdings), if any Finance Party is required to
make any payment of or on account of Tax in respect of any payments received or made hereunder, the Borrower shall upon demand of the Facility Agent promptly indemnify that Finance Party against such
Tax (together with any interest, penalties, costs and expenses payable or incurred in connection therewith, but only to the extent that such interest, penalties, costs and expenses arise from the
Borrower's failure or delay to so promptly indemnify), provided that this clause 20.2 shall not apply to any Tax on the overall net income of a Finance Party (or the overall net income of a
division or branch of a Finance Party) in the jurisdiction in which it is incorporated or its Facility Office is located. 


        20.3    Value Added Tax:    The amounts stated in this Agreement to be payable by the Borrower are exclusive of value
added tax (VAT) which may be chargeable in connection with those amounts. If any VAT or
other similar tax is so chargeable, it shall be paid by the Borrower at the same time as it pays the relevant amounts. 


Default Interest  


        21.    If:    



	(a)
	an
Event of Default under clause 25.1(a) (Non-payment) has occurred; or



	(b)
	any
other Event of Default has occurred and the Facility Agent and/or the Security Agent, as the case may be, has delivered any notice to the Borrower as specified in
clause 25.2 (Action on Event of Default), 




        the
Borrower shall pay interest in the currency in which such amount is denominated on all the outstanding Advances, whether or not due, at the Default Interest Rate. Interest under this
clause 21 (Default Interest) shall accrue daily on the basis of a year of 360 (three hundred and sixty) days in the case of amounts payable in US dollars and a year of 365 (three hundred and
sixty five) days in the case of amounts payable in Baht and be calculated from the due date until the date of actual payment. 


        With
the exception of interest payable under clause 15.4 (Interest) in respect of Tranche D Advances, if any interest on any Advance is unpaid for not less than one year, it will
be added to that Advance and the whole shall bear interest at the rates provided in this clause. 


36






  



 
 

SECTION X:
  CHANGES IN CIRCUMSTANCES    
  


Changes in Circumstances  


        22.1    Illegality:    Where the introduction, imposition or variation of any Law or any change in the interpretation
or application of any Law makes it unlawful or impractical without breaching such Law for any Lender to allow all or part of its participation in the Facilities to remain outstanding or to fund all or
part of its participation in any of the Facilities, as the case may be, or to carry out all or any of its other obligations under this Agreement or to charge or receive interest at the rate applicable
under this Agreement, upon that Lender (following its consultation with the other Lender) notifying the Facility Agent: 



	(a)
	the
Facility Agent shall notify the Borrower and that Lender's Commitment shall forthwith be reduced to the extent necessary to cure such illegality;



	(b)
	the
Borrower shall, at the end of the relevant Interest Period or, if such event would make it so unlawful or impractical prior to the end of the relevant Interest Period, on the date
as required by Law, prepay to that Lender all of that Lender's participation in the Facilities together with interest accrued thereon to the date of prepayment without any prepayment fee. 




        22.2    Increased Costs:    Subject to clause 22.3 (Increased Costs—Exceptions), where any Finance
Party determines that the enactment, introduction or variation of any Law or any change in the interpretation or application of any Law, in each case, occurring after the Signing Date, (including,
without limitation, any such Law relating to a change in the currency of a country, taxation, reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements and/or any other
form of banking, fiscal, monetary or regulatory controls) would cause it to incur or suffer an increased cost, such Finance Party
shall, following its consultation with the other Finance Parties, notify the Facility Agent upon its becoming aware of such event and the Borrower shall forthwith on demand pay to that Finance Party,
such amounts as such Finance Party from time to time certifies to the Facility Agent to be necessary to indemnify it against such increased cost. The Borrower may also prepay to that Finance Party any
Advance which has been affected by such increased cost together with interest accrued thereon to the date of prepayment without any prepayment fee. 


        In
this Agreement increased cost means: 



	(a)
	any
direct or indirect additional cost to a Finance Party of making, maintaining or funding its Commitment or performing its obligations under the Financing Documents; or



	(b)
	any
direct or indirect cost or loss incurred or suffered by a Finance Party in connection with the reduction of the amount of any sum received or receivable by it or its effective
rate of return in respect of its Commitment or its Outstandings; or



	(c)
	any
direct or indirect cost or loss incurred or suffered by a Finance Party arising out of any requirement for a Finance Party to make any payment or suffer any Tax, cost or loss of
relief or other benefits, or forgo any interest on, or calculated by reference to, any sum received or receivable by such Finance Party under this Agreement; or



	(d)
	any
direct or indirect cost or loss incurred or suffered by a Finance Party in connection with the reduction of the rate of return to such Finance Party on its overall capital or on
any class of its capital as a result of any change in the amount or nature of the capital resources required to be allocated in respect of such Lender's Commitment. 



37





 





        22.3    Increased Costs—Exceptions:    The Borrower shall not be obliged to make any payment under
clause 22.2 (Increased Costs) to the extent that the payment is: 



	(a)
	one
in respect of which the Finance Party is entitled to be compensated under any other provision of this Agreement; or



	(b)
	attributable
to any Tax on or any change in the rate of Tax on the overall net income of that Finance Party (or the overall net income of a division or branch of that Finance Party)
in the jurisdiction in which it is incorporated or its Facility Office is located; or



	(c)
	attributable
to any change in the Facility Office or principal office of any Finance Party. 




        22.4    Mitigation:    If any of clauses 20.1 (Withholdings), 20.2 (Tax Indemnity) or 22.2 (Increased Costs) operates
in relation to any Finance Party to the detriment of the Borrower: 



	(a)
	such
Finance Party shall, upon the request of the Borrower, enter into discussions with the Borrower with a view to determining what mitigating action might be taken by such Finance
Party; and



	(b)
	at
the request of the Borrower, the Facility Agent will enter into discussions with the Borrower with a view to determining what mitigating action might be taken by the Facility Agent
with respect to the administration of this Agreement by the Facility Agent. 




        22.5    Market Disruption:    If, in relation to any Advance: 



	(a)
	the
Facility Agent is notified by any Lender that, by reason of circumstances affecting the Bangkok inter-bank market generally or the London inter-bank market
generally, reasonable and adequate means do not or will not exist for ascertaining MOR Average or LIBOR, respectively, for the forthcoming Interest Period;



	(b)
	the
Facility Agent is notified by any Lender that deposits in US dollars are not in the ordinary course of business available in the London inter-bank market generally for a period
equal to any forthcoming Interest Period in amounts sufficient to fund its participation in any Advance; or



	(c)
	the
Facility Agent is notified by Lenders (the Affected Lenders) whose Commitments aggregate more than 30% (thirty per cent.) of the Total Commitments that LIBOR applicable to any
Advance does not represent their effective cost of funding their participations in such Advance during the forthcoming Interest Period, 




in
which case the Facility Agent shall forthwith notify the Borrower and each Lender, and: 




	(i)
	no
further Advances shall be made while such circumstances continue to exist;



	(ii)
	if,
within 30 (thirty) days of the giving of the notice, the Borrower and the Facility Agent (in consultation with the Lenders or, in the case of (c),
the Affected Lenders) fail to arrive, by negotiation in good faith, at an alternative basis acceptable to the Borrower and the Lenders for continuing the Facilities or the participations of the
Affected Lenders (and any alternative basis agreed in writing shall be retroactive to and effective from the commencement of the relevant Interest Period), the Borrower shall prepay without any
prepayment fee to the Lenders any or all part of the Total Outstandings or, in the case of (c), the participations of the Affected Lenders within 30 (thirty) days after the end of such 30 (thirty) day
period together with accrued interest payable to each Lender or Affected Lender at a rate equal to the Margin plus the aggregate of the amounts certified by such Lender or Affected Lender, and
notified through the Facility Agent to the Borrower, as being the cost to that Lender of continuing its Outstandings during the two periods referred to in this paragraph; and 




38





 


	(iii)
	while
any agreed alternative basis is in force, the Facility Agent in consultation with the Lenders or, in the case of (c), the Affected Lenders,
shall periodically (but at least monthly) determine whether circumstances are such that the basis is no longer necessary; and if the Facility Agent so determines, it shall forthwith notify the
Borrower and each Lender and that basis shall cease to be effective on a date specified by the Facility Agent after consultation with the Lenders. 




 
 

SECTION XI:
  REPRESENTATIONS AND UNDERTAKINGS    
  


Representations and Warranties  


        23.1    Representations On Signing:    The Borrower acknowledges that each of the Finance Parties has entered into the
Financing Documents and participated in the syndication of the Facilities in full reliance on representations by the Borrower in the following terms, and the Borrower now warrants to each of the
Finance Parties that: 



	(a)
	Status:
it is duly incorporated with limited liability and validly existing under the Laws of the Kingdom of Thailand;



	(b)
	Powers
and authorisations: the documents which contain or establish its constitution include provisions which give power, and all necessary corporate authority has been obtained and
action taken, for it to own its assets, carry on its business and operations as they are now being conducted, to sign and deliver, and perform the transactions contemplated in, the Financing Documents
to which it is a party, and the Financing Documents to which it is a party constitute valid and binding obligations of it enforceable in accordance with their terms (except to the extent
enforceability may be limited by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally);



	(c)
	Non-violation:
neither the signing and delivery of the Financing Documents to which it is a party nor the performance of any of the transactions contemplated in any of
them does or will contravene or constitute a default under, or cause to be exceeded, any limitation on it or the powers of its directors imposed by or contained in:



	(i)
	any
Law by which it or any of its assets is bound or affected;



	(ii)
	any
document which contains or establishes its constitution; or



	(iii)
	any
agreement to which it or any of its Subsidiaries is a party or by which any of its or their assets is bound; 





	(d)
	Consents:
with the exception of the possible liability to stamp the originals of this Agreement, the Tranche D Overdraft Agreement, the Tranche B Letters of Credit and the
registration of the Land and Building Mortgage Agreement, no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no payment of any duty or tax and
no other action whatsoever which has not been duly and unconditionally obtained, made or taken is necessary or desirable to ensure the validity, legality, enforceability or priority of the liabilities
and obligations of it or the rights of each of the Finance Parties under the Financing Documents;



	(e)
	No
default: no event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute, a contravention of,
or default under, any agreement or instrument by which it or any of its assets is bound or affected, being a contravention or default which might have a Material Adverse Effect on the business, assets
or condition of it; 



39





 



	(f)
	Litigation:
no litigation, arbitration or administrative proceeding or claim, which could by itself or together with any other such proceedings or claims have a Material Adverse
Effect, is presently in progress or pending or, to the knowledge of the Borrower, threatened against it or any of its assets;



	(g)
	Tax
liabilities: all necessary returns have been delivered by or on behalf of it to the relevant taxation authorities and it is not in default in the payment of any Taxes, and no
material claim is being asserted with respect to Taxes which is not disclosed in the most recent financial statements of the Borrower;



	(h)
	Accounts:
the audited financial statements (including the income statement, balance sheet and cash flow statement) of the Borrower for the period ending 24 November 1999 have
been prepared on a basis consistently applied in accordance with generally accepted accounting principles and practices in Thailand and give a true and fair view of the results of its operations for
that year and the state of its affairs at that date, and in particular accurately disclose or reserve against all the liabilities (actual or contingent) of it;



	(i)
	Material
adverse change: there has been no material adverse change in its consolidated financial condition since the date referred to in paragraph (h) (Accounts) above;



	(j)
	No
security: other than the Permitted Security Interests, none of its assets is affected by any Security Interest, and it is not a party to, nor is it or any of its assets bound by,
any order, agreement or instrument under which it is, or in certain events may be, required to create, assume or permit to arise any Security Interest;



	(k)
	Information:
as and when delivered to the Finance Parties, all financial and other information in respect of the Borrower and its business operations is true and accurate in all
material respects and all expressions of expectation, intention, belief and opinion contained therein were prepared and made on reasonable grounds after due and careful enquiry by the Borrower;



	(l)
	Affiliates:
all agreements, transactions or arrangements with any of its affiliates, Subsidiaries or related parties (including any Subsidiary of the Guarantor) are in the ordinary
course of its business and on arm's length commercial terms;



	(m)
	Parent
Guarantee and Security Documents: subject to the qualifications in the legal opinions referred to in paragraphs (9) and (10) of Schedule 2 (Conditions Precedent
Documents to Facilities) of this Agreement, each of the Parent Guarantee and the Security Documents will upon execution be enforceable in accordance with the terms thereof; and



	(n)
	Applicable
Laws: it is in full compliance with all applicable Laws. 




        23.2    Representations After Signing:    The Borrower shall be deemed to represent and warrant to each of the Finance
Parties on every Drawing Date, Issue Date or Conversion Date and on the first day of any Interest Period, with reference to the facts and circumstances then subsisting, that each of the
representations and warranties given by them contained in clause 23.1 (Representations On Signing) (other than in the case of paragraph (h) (Accounts) referring to the then most recent
financial statements of the Borrower) remains true, accurate and correct. 


40





 



Undertakings  


        24.1    Accounts and Information:    The Borrower undertakes with each of the Finance Parties that, from the Signing
Date until all its liabilities and obligations under the Financing Documents have been permanently and unconditionally discharged: 



	(a)
	Preparation
of accounts: it will prepare the financial statements referred to in paragraph (b) (Information) below on a basis consistently applied in accordance with the
Accounting Principles and those financial statements shall give a true and fair view of the results of its operations for the period in question and the state of its affairs as at the date to which
the financial statements are made up;



	(b)
	Information:
it will deliver to the Facility Agent in sufficient numbers for each of the Lenders:



	(i)
	as
soon as they become available (and in any event within 60 (sixty) days of the end of each of its financial periods) copies of its consolidated annual
(audited) financial statements for that period which shall contain an income statement, a balance sheet and a cash flow statement and be audited and certified by a firm of independent accountants of
recognised international standing;



	(ii)
	as
soon as they become available (and in any event within 45 (forty five) days of the end of each of its first three quarters of each of its financial
periods) copies of its consolidated quarterly (unaudited) financial statements for that quarter which shall contain an income statement, a balance sheet and a cash flow statement;



	(iii)
	with
each set of financial statements delivered under paragraphs (i) and (ii) above, a certificate of the Borrower setting out in
reasonable detail computations establishing compliance with clause 24.4 (Financial Covenants) in form and content satisfactory to the Facility Agent;



	(iv)
	promptly,
all notices or other documents despatched by the Borrower to its shareholders (or any class thereof), the holders of any debt securities or
its creditors generally, provided that such notices or documents contain information which, if disclosed to the Lenders, may render the Lenders to determine that the Obligor's ability to observe or
perform its obligations under the Financing Documents would be materially and adversely affected; and



	(v)
	promptly,
such additional financial or other information as the Facility Agent may from time to time reasonably request; 





	(c)
	Details
of bank accounts: on the last Business Day of March of each calendar year, it will deliver to the Facility Agent a letter signed by its authorised persons setting out details
of all bank accounts which the Borrower has at such time and such letter shall be in form and content reasonably satisfactory to the Facility Agent and shall include such matters as the balances
standing in each bank account, the types of accounts and the financial institutions with which such accounts have been opened, the first letter of which shall be so delivered by the Borrower on the
last Business Day of March 2002; and



	(d)
	Accounting
date and auditor: it will inform the Facility Agent immediately after it proceeds with the change of the date of its financial year end from 24 November or the change of
its auditor and, in the case of change in its auditor, it will use its best efforts to appoint a substitute or replacement auditor of recognised international standing. 



41





 





        24.2    General Undertakings:    The Borrower undertakes with each of the Finance Parties that, from the Signing Date
until all its liabilities and obligations under the Financing Documents have been permanently and unconditionally discharged: 



	(a)
	Consents:
it will obtain and promptly renew from time to time any authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation as may be
necessary or desirable to ensure the validity, enforceability or priority of the liabilities and obligations of it or the rights of each of the Finance Parties under the Financing Documents to which
it is a party and it shall comply with the terms of the same;



	(b)
	Compliance
with Laws: it will promptly comply with all Laws and ensure that its business operations are implemented in compliance with all applicable standards, regulations and orders
(including environmental regulations, standards and orders);



	(c)
	Default:
if it becomes aware of the occurrence of a Default, it will forthwith notify the Facility Agent and provide the Facility Agent with full details of any steps which it is
taking, or is considering taking, in order to remedy or mitigate the effect of the Default or otherwise in connection with it;



	(d)
	Litigation:
promptly after becoming aware of the same, inform the Facility Agent of details of any litigation, arbitration or administrative proceeding or claim of the kind described
in clause 23.1(f) (Litigation) and keep the Facility Agent informed from time to time of progress of such proceeding;



	(e)
	Insurance:
it will procure that there is in effect adequate insurance cover over its assets of a type and in an amount which is consistent with good business practice in the
electronic manufacturing industry and that it maintains such insurance with reputable and creditworthy insurance companies and that the Lenders are named as co-insured and sole loss payee
on each such insurance policy;



	(f)
	Pari
passu ranking: it will procure that the rights of the Finance Parties to recover any sums outstanding under this Agreement rank at least pari
passu with the rights of all its existing and future unsecured lenders and creditors;



	(g)
	Export-Import
Bank of Thailand: within 3 (three) Business Days after the Effective Date, it will issue a notice, which shall be in form and content reasonably satisfactory to the
Facility Agent, to the Export-Import Bank of Thailand informing the Export-Import Bank of Thailand that the Lenders now become lenders to the Borrower pursuant to the terms of this Agreement and
arrange for the Export-Import Bank of Thailand to acknowledge in writing the terms of such notice and forward the same to the Facility Agent within 10 (ten) Business Days after the Effective Date;



	(h)
	Guarantor's
shareholding: it will promptly inform the Lenders through the Facility Agent in writing if the shareholding percentage of the Guarantor in the share capital of the
Borrower falls below 75% (seventy five per cent.) of the total issued share capital, in which case the Lenders shall have the right to review the availability of any of the Facilities, provided always
that any reduction, cancellation or termination of any of the Facilities as a result of such review may not take effect within 3 (three) months after the Guarantor's shareholding percentage in the
share capital of the Borrower falls below 75% (seventy five per cent.) of the total issued share capital;



	(i)
	Security
Documents: unless otherwise agreed in writing by the Lenders, it will, at its own cost and expense:



	(i)
	within
15 (fifteen) Business Days from the first Drawing Date under the Tranche A Facility, execute the Land and Building Mortgages Agreement and the
Machinery 






42





 



Mortgage
Agreement and complete in favour of the Lenders and the Security Agent the registration of all mortgages over all of the land, buildings and machinery described in paragraphs (1), (2),
(3) and (4) of Schedule 7 (List of Asset and Property to be Granted as Security); 



	(ii)
	within
15 (fifteen) Business Days from the Effective Date, execute the General Pledge Agreement; and



	(iii)
	as
soon as legally and practically possible and within the reasonable period to be specified from time to time by the Security Agent, arrange for the
pledge and registration of mortgage over assets and property described in paragraph (5) of Schedule 7 (List of Asset and Property to be Granted as Security); 





	(j)
	Access:
upon reasonable notice being given to the Borrower by the Facility Agent, permit the Finance Parties and any person (being an accountant, auditor, lawyer, valuer or other
professional advisor of the Facility Agent) authorised by the Facility Agent to have upon its reasonable request and at all reasonable times during normal business hours, access to any of its assets,
premises, accounting books and records and to discuss its affairs, finances and accounts with, and to be advised as to the same by, its respective officers at such reasonable times and intervals as
the Finance Parties may designate;



	(k)
	Hedging
transaction: other than indebtedness under clause 24.3(c)(v) (Indebtedness), it will obtain the prior written consent of the Lenders before it enters into any foreign
currency, interest rate or other swap, option, forward purchase or sale, or similar hedging transaction with any party other than the Lenders;



	(l)
	Debt
Service Reserve Accounts: throughout the 15 (fifteen) day period prior to each Repayment Date, it will maintain in all Debt Service Reserve Accounts an amount which in aggregate
is equal to the aggregate of all scheduled interest and principal payments in respect of the Tranche A Facility and the Tranche B Facilities which fall due on such Repayment Date and it will provide
the Facility Agent with the following documents in relation to the Debt Service Reserve Accounts:



	(i)
	on
the date falling 16 (sixteen) days before each Repayment Date, computer printouts of account balances showing the aggregate amount of all balances
then standing in all Debt Service Reserve Accounts; and



	(ii)
	at
any time following the date in paragraph (i) above, bank statements showing the aggregate amount of all balances standing in all Debt Service
Reserve Accounts as at the date referred to in paragraph (i) above; 





	(m)
	Confirmation
of indebtedness amount: on the last Business Day of March of each calendar year, it will deliver to the Facility Agent a letter of confirmation signed by its authorised
persons confirming each amount of indebtedness and liability (whether actual or contingent) which is in excess of US$1,000,000 (US $one million) (or its equivalent in other currencies) which the
Borrower has as at that time with any person (including without limitation any financial institution and trade creditor) and such letter of confirmation shall be in form and content reasonably
satisfactory to the Facility Agent and shall include such matters as the outstanding amounts of principal, interest and default interest (if any) and the identity of each of such creditor, the first
letter of which shall be so delivered to the Facility Agent on the last Business Day of March 2002;



	(n)
	ACT
Loan Agreement: within 6 (six) calendar months from the Signing Date, it will, and procures that the Guarantor will, complete the conversion of US$10,500,000 (US $ten million 



43





 


five
hundred thousand) outstanding loan due under the ACT Loan Agreement into its share capital (the debt-to-equity conversion) and it will: 


	(i)
	during
such 6 (six) calendar months, not repay any amount (whether it be principal, interest or otherwise) payable under or in connection with the ACT
Loan Agreement to the Guarantor or any other person, except for repayment made for the purposes of the debt-to-equity conversion;



	(ii)
	during
such 6 (six) calendar months, inform in writing the progress of the debt-to-equity conversion whenever the Lenders
reasonably request; and



	(iii)
	whenever
the debt-to-equity conversion is completed, provide written evidence reasonably satisfactory to the Facility Agent
demonstrating such completion; 






	(o)
	Paid-Up
capital: within 24 November 2002, it will procure that the amount of its equity shall be more than 50% (fifty per cent.) of the amount of its share capital
then paid-in and, at all times thereafter, maintain that the amount of its equity shall be more than 50% (fifty per cent.) of the amount of its share capital then paid-in at
such time, and provide the Facility Agent with any written evidence showing payment of each of such paid-in share capital within the period to be reasonably specified by the Facility
Agent; for the purposes of this clause 24.2(o), the term "equity" shall mean paid-in share capital plus (i) share premium, (ii) undistributed profits after deduction
of retained loss (if any), and (iii) legal reserves;



	(p)
	Bank
accounts: it will obtain the prior written consent of the Lenders before it opens any bank account other than those disclosed to the Finance Parties as part of Schedule 2
(Conditions Precedent Document to Facilities) and in Schedule 8 (List of Bank Accounts);



	(q)
	BoT
Announcements: it will, at its own cost and expense, carry out or cause to be carried out, any appraisal or re-appraisal of the value of the Security as may be
necessary or expedient for the Finance Parties to comply with the BoT Announcements;



	(r)
	Amendment
to Guarantor Credit Agreement: it will inform the Facility Agent in advance of any proposed amendment to the Guarantor Credit Agreement which would be likely to have any
adverse effect on it, its assets or operations or otherwise, or on the rights or obligations of the Lenders under the Financing Documents and:



	(i)
	it
will ensure that such proposed amendment will not adversely affect the rights or obligations of the Lenders under the Financing Documents or would be
likely to have a Material Adverse Effect; and



	(ii)
	where
such proposed amendment is of the nature which allows the Lenders to restrict or prohibit the Borrower from:



	(A)
	transferring
any of its assets to the Guarantor or any Subsidiary of Guarantor;



	(B)
	making
loans to the Guarantor or any Subsidiary of Guarantor; and/or



	(C)
	granting
any Security Interest over the whole or any part of its present or future property, assets or revenues to secure its own obligations (if any)
under the Guarantor Credit Agreement, 










the
Borrower shall agree to amend this Agreement such that any restriction or prohibition relating to any or all of the matters referred to in paragraphs (A), (B) and/or (C) above will
be included in, and imposed on the Borrower under, this Agreement; 




	(s)
	Notice
of Meeting: at any time when a notice to convene a meeting of the board of directors of the Borrower to consider paying dividends or other distributions to its shareholders is
issued, it will on the next Business Day notify the Facility Agent of details of such proposed 



44





 


meeting
and will at any time thereafter provide the Facility Agent with any other information relating to such payment of dividends or other distributions as the Facility Agent may from time to time
reasonably request; and 



	(t)
	Guarantor
Credit Agreement/Guarantor Collateral Agreement: within 10 (ten) Business Days after the Effective Date, it will deliver to the Facility Agent 2 (two) sets of copies of the
executed versions of the Guarantor Credit Agreement and the Guarantor Collateral Agreement. 




        24.3    Negative Undertakings:    The Borrower undertakes with each of the Finance Parties that, from the Signing Date
until all its liabilities and obligations under the Financing Documents have been permanently and unconditionally discharged: 



	(a)
	Security:
except for the Permitted Security Interest, it will not:



	(i)
	create
or permit to subsist any Security Interest on the whole or any part of its present or future property, assets or revenues;



	(ii)
	sell
or otherwise dispose of any of its assets on terms whereby such property or asset is or may be leased to or re-acquired or acquired by
it;



	(iii)
	sell
or otherwise dispose of any of its receivables on recourse terms except for the discounting of bills or notes in the ordinary course of business; 





	(b)
	Disposals:
it will not, either in a single transaction or in a series of transactions whether related or not, sell, transfer, lease or otherwise dispose of all or any substantial part
of its property or assets except that the following shall not be taken into account:



	(i)
	disposals
made with the prior written consent of the Lenders;



	(ii)
	disposals
of obsolete, scrap or surplus equipment and excess inventory;



	(iii)
	disposals
of property or assets (including repayment of loans) made in its ordinary course of business and having an aggregate value of less than Baht
5,000,000 (Baht five million) (or its equivalent in other currencies) in any period of 12 (twelve) months;



	(iv)
	disposals
of property or assets in exchange for other property or assets comparable as to the type and value, and



	(v)
	transfers
of its assets to the Guarantor or any Subsidiary of Guarantor, 








provided
always that: 



	(A)
	any
disposals of obsolete, scrap or surplus equipment or excess inventory in excess of US$1,000,000 (US $one million) (or its equivalent in other
currencies) and any disposals of any machinery owned by the Borrower, which fall within the exceptions in paragraphs (ii), (iii) and (iv) above shall be informed in writing by the
Borrower to the Facility Agent in advance of each of such disposals; and



	(B)
	any
transfers referred to in paragraph (v) above shall be informed in writing by the Borrower to the Facility Agent at least 45 (forty five) days
in advance of each of such transfers; 






	(c)
	Indebtedness:
it will not incur any debt or other indebtedness nor give any guarantee, indemnity or similar assurance in respect of any third party (whether actual or contingent,
direct or indirect), except for:



	(i)
	the
indebtedness to the Lenders under this Agreement; 






45





 


	(ii)
	indebtedness
incurred as part of any trade credit with its suppliers of raw materials or goods in the ordinary course of business;



	(iii)
	indebtedness
other than (ii) incurred in the ordinary course of business;



	(iv)
	indebtedness
incurred in the course of normal and reasonable staff welfare arrangements; or



	(v)
	indebtedness
incurred in the sound and prudent currency and interest rate protection arrangements, 






provided
always that the aggregate amount of indebtedness as specified in paragraphs (iii)-(v) inclusive of this clause 24.3(c) shall not exceed US$1,000,000 (US $one million) (or its
equivalent in other currencies) which amount shall be subject to a review on an annual basis by the Lenders; 



	(d)
	No
loan: it will not grant, make or permit to subsist any further loans or additional financial assistance to any of its Subsidiaries (or arrangements in the nature of or analogous to
a loan, including without limitation, any guarantee or obligation in the nature of or analogous to a guarantee) or to any of the directors or the shareholders of the Borrower or to persons connected
with any of them or to any third party, except for:



	(i)
	the
loans already granted or made by the Borrower to its Subsidiaries up until the Signing Date and disclosed as part of Schedule 2 (Conditions
Precedent Documents to Facilities); or



	(ii)
	loans
to the Guarantor or any Subsidiary of Guarantor made upon no less than 45 (forty five) days written notice thereof by the Borrower to the
Facility Agent; 





	(e)
	Dividends:
it will not pay any dividend or other distribution to its shareholders until the aggregate amount of the Total Tranche A Outstandings and the Total Tranche B Loan
Outstandings owed by it to the Lenders at such time equals or is less than US$10,500,000;



	(f)
	Investment
in Subsidiaries: other than the investments which have already been made by it in its Subsidiaries up until the Signing Date and disclosed as part of Schedule 2
(Conditions Precedent Documents to Facilities), it shall not make any further investment in the Subsidiaries in excess of US$2,000,000 (US $two million) (or its equivalent in other currencies) in
aggregate without the prior written consent of the Lenders;



	(g)
	Investment
in certain assets: it will not purchase or make any investment in any of the following assets:



	(i)
	land;



	(ii)
	buildings;
and



	(iii)
	machinery
not to be used or owned by itself, 






except
where such purchase or investment is made as part of improvements or expansions of the existing land or buildings with a view to promoting or expanding its existing business engaged in as at
the Signing Date; 



	(h)
	Merger:
it will not directly or indirectly consolidate with or merge into any other person or permit any other person to consolidate with or merge into it without the prior written
consent of the Lenders (which shall not be unreasonably withheld);



	(i)
	No
transaction with affiliates: it will not, except as otherwise provided in this Agreement, enter into any agreement, transaction or arrangement with any of its affiliates,
Subsidiaries or 



46





 


related
parties (including any Subsidiary of the Guarantor) other than in the ordinary course of its business or on arm's length commercial terms; 



	(j)
	Alteration
of Articles: it will not alter, or agree to alter, its memorandum of association or articles of association in any manner prejudicial to, or which may, in the reasonable
opinion of the Facility Agent upon consultation with the Borrower, adversely affect the rights of the Finance Parties under the Financing Documents;



	(k)
	Reduction
of capital: it will not permit any reduction in its registered capital; and



	(l)
	Financing
Documents: it will not take or omit to take any action the taking or omission of which might otherwise result in the material alteration or impairment of any of its
obligations or the rights of the Finance Parties under the Financing Documents. 




        24.4    Financial Covenants:    The Borrower undertakes with each Finance Party that from the Signing Date until all
its liabilities and obligations under the Financing Documents have been permanently and unconditionally discharged, it shall procure that: 



	(a)
	Debt
Service Coverage Ratio: its Debt Service Coverage Ratio shall at all times exceed the ratio of 1:1; and



	(b)
	Debt
to Equity Ratio: its Debt to Equity Ratio shall be as follows:



	(i)
	throughout
the period commencing on 1 January 2002 and ending on 24 November 2002, not more than 10:1;



	(ii)
	at
any time as from 25 November 2002, to be reduced such that it shall be not more than 10:1 and, as at 24 November 2003, not more than
4:1;



	(iii)
	at
any time as from 25 November 2003, to be reduced such that it shall be not more than 4:1 and, as at 24 November 2004, not more than
3:1; and



	(iv)
	at
any time as from 25 November 2004, to be reduced such that it shall be not more than 3:1 and, as at 25 November 2005 and thereafter,
not more than 2:1. 







        For
the avoidance of doubt, the financial ratio covenants set out in this clause 24.4 shall supersede the financial ratio covenants set out in a credit facilities agreement dated 9
October 1996 (together with all supplemental and amendment agreement thereof) between the Borrower (formerly named "GSS/Array Technology Public Company Limited"), TFB as security agent, The
Siam Commercial Bank Public Company Limited as facility agent and the lenders named therein (including TFB), and with effect from the Signing Date, this clause 24.4 shall apply to all the
Parties hereto (including without limitation TFB and the Borrower) as regards its agreement on the financial ratio covenants imposed on the Borrower. 


47






  



 
 

SECTION XII:
  DEFAULT AND INDEMNITY    
  


Default  


        25.1    Event of Default:    Each of the following events shall constitute an Event of Default: 



	(a)
	Non-payment:
the Borrower fails to pay any amount due under any Financing Document on the due date or on demand, if so payable, under the relevant Financing Documents;



	(b)
	Breach
of obligations: the Borrower fails to observe or perform any of its other obligations under the Financing Documents or under any undertaking or arrangement entered into in
connection therewith (other than an obligation of the type referred to in clause 25.1(a) (Non-Payment)) and, in the case of a failure capable of being remedied, it has not been
remedied to the Majority Lenders' satisfaction within 30 (thirty) days after the date of such failure;



	(c)
	Misrepresentation:
any representation, warranty or statement which is made (or deemed or acknowledged to have been made) by any Obligor in any of the Financing Documents or which is
contained in any certificate, statement, or notice provided under or in connection with any of the Financing Documents proves to be incorrect, or if repeated at any time with reference to the facts
and circumstances subsisting at such time, would not be accurate;



	(d)
	Invalidity:
any provision of any of the Financing Documents is or becomes, for any reason, invalid or unenforceable or is alleged by any Obligor to be invalid or unenforceable;



	(e)
	Cessation
of business: the Borrower changes the nature or scope of its business, suspends a substantial part of the present business operations which it now conducts directly or
indirectly, or any governmental authority expropriates all or part of its assets and the result of any of the foregoing will, in the reasonable determination of the Majority Lenders upon consultation
with the Borrower, materially and adversely affect the financial condition of the Borrower or the Borrower's ability to observe or perform its obligations under this Agreement;



	(f)
	Cross-default:



	(i)
	any
indebtedness of the Borrower (taken together) in aggregate of no less than Baht 5,000,000 (five million) (or its equivalent in other currencies)
becomes due or capable of being declared due before its stated maturity or is not paid on maturity or on demand (if so payable);



	(ii)
	any
indebtedness of the Borrower in the form of a guarantee (taken together) in aggregate of no less than Baht 5,000,000 (Baht five million) (or its
equivalent in other currencies) is not discharged at maturity or when called; or



	(iii)
	the
Borrower goes into default under, or commits a breach of, any instrument or agreement relating to any indebtedness set out in paragraph (i)
and/or (ii) above, 






provided
always that paragraph (i) above shall not include any indebtedness in the nature of trade credits incurred in the ordinary course of business against which no legal actions are
commenced by the relevant trade creditors, or if so commenced, claims under such legal actions are no more than US$1,000,000 (US$ one million) (or its equivalent in other currencies); 



	(g)
	Appointment
of receiver, legal process: an encumbrancer takes possession of, or a trustee or administrative agent or other receiver or similar officer is appointed in respect of, all
or any part of the business or assets of the Borrower, or distress or any form of execution is levied or 



48





 


enforced
upon any such assets and is not discharged within 7 (seven) days of being levied or enforced; 



	(h)
	Insolvency:
any event occurs in respect of the Borrower giving rise to a presumption of insolvency under Section 8 of the Thai Bankruptcy Act B.E. 2483 (1940), as amended (or
any substitute or replacement provision thereof);



	(i)
	Composition:
the Borrower convenes a meeting of its creditors in general or proposes or makes any arrangement or composition with, or any assignment for the benefit of, its creditors
in general;



	(j)
	Reorganisation,
winding up: a petition is presented, or a meeting is convened for the purpose of considering a resolution, or other steps are taken, for making a reorganisation order
against or for the winding up or liquidation of the Borrower or a reorganisation order or a winding up order is made against the Borrower;



	(k)
	Analogous
proceedings: anything analogous to any of the events specified in paragraphs (g), (h), (i) or (j) occurs under the Laws of any applicable jurisdiction;



	(l)
	Breach
by Guarantor: the Guarantor is in breach of any terms or conditions (including without limitation, representations, warranties and covenants) of the Parent Guarantee; and



	(m)
	Material
adverse change: any event or series of events, whether related or not, occurs which could be expected materially and adversely to affect the business, financial condition,
operations, performance, properties or prospects of the Borrower or the ability of the Borrower to perform any of its obligations under the Financing Documents. 




        25.2    Action on Event of Default    


        On
the occurrence of an Event of Default (following the lapse of any applicable remedy period specified in this Agreement) and while such Event of Default is continuing then, at once or
at any time thereafter, the Facility Agent or the Security Agent, as the case may be, may, and shall if so instructed by the Majority Lenders, give any or all of the following notices to the Borrower: 



	(a)
	Default
Interest Rate: other than an Event of Default under clause 25.1(a) (Non-payment), notice from the Facility Agent declaring that interest shall instead
accrue on all the outstanding Advances, whether or not due, at the Default Interest Rate; and/or



	(b)
	Cancellation:
notice from the Facility Agent cancelling all or part of the Total Commitments; and/or



	(c)
	Acceleration:
notice from the Facility Agent declaring all or part of the Total Outstandings to be immediately due and payable whereupon they shall become so due and payable together
with accrued
interest thereon and any other amounts then payable under the Financing Documents, such payment to be effected on a date to be notified by the Facility Agent to the Borrower; and/or



	(d)
	Place
on demand: notice from the Facility Agent placing all or part of the Advances on demand, whereupon they shall immediately become repayable on demand and at any time thereafter
the Facility Agent may demand repayment of all or part of the Advances placed on demand together with accrued interest and any other amounts then payable under this Agreement or the other Financing
Documents; and/or



	(e)
	Cash
Collateral: notice from the Facility Agent requiring the Borrower to provide to the Facility Agent for payment to a bank account to be designated by the Facility Agent cash
collateral forthwith in an amount equal to the aggregate amount of the Tranche B L/C 



49





 


Outstandings
and the Tranche E Guarantee Amount of each Tranche B Lender and Tranche E Lender respectively, whereupon the same shall be so payable; and/or 



	(f)
	Security
Documents and Parent Guarantee: notice from the Security Agent declaring any or all of the Security Documents and/or the Parent Guarantee to be immediately enforceable,
whereupon the Security Agent may exercise all rights granted to it under the Security Documents, the Parent Guarantee or any other right granted to it in connection with the perfection or enforcement
of any encumbrance securing any of the Borrower's liabilities or obligations; and/or



	(g)
	Redenomination:
notice from the Facility Agent declaring that all or part of the Total Outstandings and interest accrued thereon which are not denominated in Baht to be redenominated
into Baht at the Selling Rate. 




        Notwithstanding
the provisions of this clause 25.2, on the occurrence of an Event of Default and while such Event of Default is continuing, the Lenders may, immediately and
independently of each other, redenominate into Baht all or part of the Total Outstandings and interest accrued thereon which are not denominated in Baht at the Selling Rate. 


        25.3    Notice:    If the Facility Agent is notified under this Agreement of the occurrence of an Event of Default, it
shall promptly inform each of the Lenders. 


Indemnity  


        26.1    Currency Indemnity:    If a Finance Party receives an amount in respect of the Borrower's liability under any
of the Financing Documents or if that liability is converted into a claim, proof, judgment or order in a currency other than the currency (the contractual currency) in which the amount is expressed to
be payable under the relevant Financing Documents: 



	(a)
	the
Borrower shall indemnify that Finance Party as an independent obligation against any loss or liability arising out of or as a result of the conversion;



	(b)
	if
the amount received by that Finance Party, when converted into the contractual currency at a market rate in the usual course of its business, is less than the amount owed in the
contractual currency, the Borrower shall pay on demand to that Finance Party an amount in the contractual currency equal to the deficit; and



	(c)
	the
Borrower shall pay to the Finance Party concerned on demand any exchange or other costs or taxes payable and incurred in connection with any such conversion. 




        26.2    Other Indemnities:    The Borrower shall, from time to time, forthwith on demand indemnify each Finance Party
against any reasonable expense, loss, cost, damage or liability which that Finance Party suffers or incurs in connection with: 



	(a)
	the
occurrence of any Event of Default;



	(b)
	the
operation of clause 27.2 (Pro-rata Sharing) (including by reason of any provision of clause 27.2 (Pro-rata Sharing) failing to take effect in
accordance with its terms) or clause 25.2 (Action on Event of Default);



	(c)
	the
receipt by any Lender of all or part of any Advance or an overdue sum, which is due to be paid on the last day of any Interest Period, otherwise than on the last day of such
Interest Period;



	(d)
	the
receipt by any Lender of any sum pursuant to clause 9.5 (Indemnification) or clause 16.5 (Indemnification) otherwise that in accordance with that clause; 



50





 



	(e)
	any
failure to draw down in accordance with a Drawing Notice. 




        Without
prejudice to its generality, the foregoing indemnity shall extend to any breakage costs and loss of margin and to any interest, fees or other sum whatsoever paid or payable on
account of any funds borrowed in order to carry any unpaid amount. 


 
 

SECTION XIII:
  SET-OFF AND SECURITY SHARING ARRANGEMENTS    
  


Set-off and Pro Rata Sharing  


        27.1    Set-off:    At any time after the occurrence of an Event of Default (following the lapse of any
applicable remedy period specified in this Agreement), any Finance Party may without notice to the Borrower combine, consolidate or merge all or any of the Borrower's accounts with, and liabilities
to, that Finance Party and may set off or transfer any sum standing to the credit of any such accounts in or towards satisfaction of the Borrower's liabilities to that Finance Party under the
Financing Documents, and may do so notwithstanding that the balances on such accounts and the liabilities may not be expressed in the same currency and each Finance Party is hereby authorised to
effect any necessary conversions at the Finance Party's own rate of exchange then prevailing. 


        27.2    Pro-rata Sharing:    The Lenders agree amongst themselves and with the Borrower that they shall
rank pari passu and rateably in respect of all rights in and claims to the Outstandings owing to them. Accordingly, subject to clause 27.4
(Exceptions), if a Finance Party (the Recipient Finance Party) receives or recovers any amount (a Realised Amount) (other than from the Agents in accordance with this Agreement) in respect of sums due
from the Borrower under the Financing Documents (whether by set-off or otherwise) it shall promptly notify the Facility Agent of such amount and: 



	(a)
	the
Facility Agent shall, as soon as practicable, determine and notify the Recipient Finance Party of the portion (the Notified Portion) of the Realised Amount which the other Finance
Parties would have been entitled to had the Recipient Finance Party received such amount pro rata to its entitlement under this Agreement;



	(b)
	the
Recipient Finance Party shall promptly pay the Notified Portion of the Realised Amount to the other Finance Parties pro rata to their entitlements under this Agreement;



	(c)
	as
between the Borrower and the Recipient Finance Party, the Notified Portion shall be treated as not having been paid but the obligations of the Borrower to the other Finance Parties
shall be discharged to the extent of the related distribution made under paragraph (b) above. 




        For
the purposes of calculation of pro-rata sharing under this Agreement, any amount not denominated in Baht shall be notionally converted into Baht at the Average Selling
Rate. 


        27.3    Clawback:    If all or any portion of a Realised Amount becomes repayable and is repaid by such Recipient
Finance Party (whether pursuant to a court order following the taking of business reorganisation proceedings or bankruptcy proceedings against the Borrower or otherwise), then: 



	(a)
	each
Finance Party receiving a payment under clause 27.2(b) shall, at the request of the Facility Agent, reimburse the Facility Agent for the account of the Recipient Finance
Party all or the appropriate portion of the amount paid to the Finance Party under such clause together with its proportionate share of any interest paid by the Recipient Finance Party in respect of
such amount;



	(b)
	the
adjustments to obligations made pursuant to clause 27.2(b) shall to the appropriate extent be reversed. 



51





 





        27.4    Exceptions:    



	(a)
	Clause 27.2
(Pro-rata Sharing) shall not apply in respect of any amount received from any person, other than the Borrower, arising out of a subparticipation or an
assignment, transfer or novation pursuant to clause 31 (Assignments and Transfers) or similar contractual arrangement.



	(b)
	A
Finance Party shall not be entitled to any distribution under clause 27.2(b) if the Realised Amount arises as a result of any court action or proceeding in relation to which
such Finance Party was invited in writing to participate in and/or make a proportionate contribution in respect of associated costs, but did not do so. 




Security Sharing Arrangements  


        28.1    Pari-Passu:    The rights of the Lenders among themselves under or in respect of the Security
shall at all times rank pari passu without preference or priority of one over the other of them for all purposes and to all intents. 



        28.2    Security Sharing:    Subject to contrary instructions from the Majority Lenders or contrary requirements of
Law, the Security Agent may appropriate and apply all moneys received or realised by the Security Agent, after the Security has become enforceable in accordance with the Financing Documents through
the exercise or enforcement of the Security, in or towards discharging the liability of the Borrower as follows: 



	(a)
	firstly,
in payment of all costs, charges, expenses and liabilities incurred and payments made by the Security Agent, the Facility Agent and any receiver, attorney, agent, delegate,
sub-delegate or other person appointed by the Security Agent in accordance with the terms of the Security Documents in connection with the performance of its obligations hereunder or
thereunder or the execution or purported execution of any powers, authorities or discretions vested in it pursuant hereto or thereto (including without limitation the remuneration of the Security
Agent, the Facility Agent and of every such receiver or other person payable pursuant to the terms thereof);



	(b)
	secondly,
in payment to the Lenders of the Secured Indebtedness rateably in the proportion which each Lender's Outstandings bears to the Total Outstandings as follows:



	(i)
	first,
in payment pari passu and rateably of Secured Indebtedness, other than interest and principal
amount, due to any Lender in the proportion that such Secured Indebtedness then due to each of the Lenders bears to the total of such Secured Indebtedness then due;



	(ii)
	second,
in payment pari passu and rateably of Secured Indebtedness comprising interest (including
interest on overdue interest) which has accrued to the date of such application in the proportion that the amount of interest then due to each of the Lenders bears to the total amount of interest then
due; and



	(iii)
	third,
in payment pari passu and rateably of all outstanding principal amount in the proportion that
the amount of such outstanding principal due to each of the Lenders bears to the total amount of all outstanding principal then due. 







        Pending
such application such sums may be credited to any account which the Security Agent deems appropriate. 


        28.3    Supplementary Provisions relating to Security:    



	(a)
	Parent
Guarantee: The Parties hereto agree that the Parent Guarantee shall be deemed to be security for the prompt payment by the Borrower pari
passu and rateably of the Guaranteed 



52





 


Obligations
(as defined in the Parent Guarantee) as if such Parent Guarantee formed part of the Security, in the proportion that the amount of such Guaranteed Obligations then due to each of the
Lenders bears to the total of such Guaranteed Obligations then due. 



	(b)
	Continuation
of Security: As long as all or any of the Secured Indebtedness remains outstanding, all Parties hereto acknowledge and agree that the Security and the Parent Guarantee
shall remain in full force and effect as security for the payment of the Secured Indebtedness and the Guaranteed Obligations (as defined in the Parent Guarantee), respectively, and shall not be
affected in any way by any interim settlement, Conversion or other matter or thing. Each of the Parties hereto acknowledges and agrees that no Conversion or other matter or thing under the Financing
Documents is intended to be a discharge, cancellation or novation of the obligations of the Borrower or the Guarantor under the Financing Documents, unless otherwise specified in the Financing
Documents.



	(c)
	Assignment
and novation: In the event where there is any assignment of rights and benefits or any transfer of obligations by the Lenders pursuant to clause 31.2 (Assignment and
Transfers by Lenders), the Parties hereto agree that the Security and the Parent Guarantee shall continue to secure the Secured Indebtedness and the Guaranteed Obligations, respectively, and the
Borrower agrees to do all acts and things necessary to achieve this effect. 



 
 

SECTION XIV:
  THE AGENTS AND THE ARRANGER    
  


The Agents and the Arranger  


        29.1    Appointments:    



	(a)
	Each
Lender irrevocably authorises each Agent, subject to clause 29.3 (Majority Lenders' Directions), to take such action on its behalf and to perform such duties and
obligations and to exercise and carry out such powers, discretions, authorities and duties as are specifically delegated to it by the Financing Documents to which it is a party and to exercise such
other powers, discretions, authorisations, and duties as the respective Agent reasonably considers are incidental thereto. Each Agent shall have only those duties and responsibilities which are
expressly specified in the Financing Documents. Except where an Agent is exercising a discretion under a Financing Document, its duties and responsibilities hereunder and under any other Financing
Document are solely of a mechanical or administrative nature.



	(b)
	Each
Lender irrevocably appoints the Facility Agent as its Agent, subject to clause 29.13 (Termination), to execute or accept, as the case may be, each of the Financing
Documents which is expressed to be executed or accepted by the Facility Agent.



	(c)
	Each
Lender irrevocably appoints the Security Agent as its Agent, subject to clause 29.13 (Termination), to execute or accept, as the case may be, on its behalf each of the
Financing Documents which is expressed to be executed or accepted by the Security Agent.



	(d)
	Except
as specifically provided in this Agreement, the Arranger has no obligations under or in connection with the Financing Documents. 




        29.2    Relationship:    In connection with its powers, discretions, authorities and duties under the Financing
Documents, each Agent: 



	(a)
	shall
act solely as the agent of each of the Finance Parties, and shall not assume, and shall not be deemed to have assumed, any obligations or duties to, the Finance Parties other
than those 



53





 



for which specific provision is made by the Financing Documents or any obligations or duty to, any of the Obligors; 



	(b)
	shall
not be liable for any failure of any other party to any Financing Document duly and punctually to observe and perform any of its obligations under any Financing Document;



	(c)
	shall
not be liable for any action taken or omitted by it under or in connection with the Financing Documents unless directly caused by its gross negligence or wilful misconduct;



	(d)
	may
act under the Financing Documents through its personnel and agents; and



	(e)
	may
receive advice from counsel but shall not be responsible for negligence or misconduct of any adviser, agent or attorney-in-fact that it selects with
reasonable care. 




        29.3    Majority Lenders' Directions:    In the exercise of any power or discretion given to each Agent under the
Financing Documents and as to any matter not expressly provided for in the Financing Documents or where a decision of the Majority Lenders is provided for, each Agent shall act or refrain from acting
in accordance with the instructions of the Majority Lenders. In the absence of any such instructions or instructions failing to indemnify any Agent to its satisfaction, such Agent may act or refrain
from acting as it shall see fit. Any such instructions of the Majority Lenders or any such decision of the Agent shall be binding on all the Lenders and the Agent shall not be liable to the Borrower
or the Finance Parties or any of them for the consequences of any such instructions or decision. 


        29.4    Credit Approval:    In favour of the Arranger and each Agent, each Lender acknowledges in connection with the
Financing Documents: 



	(a)
	that
it has made such enquiries on its own behalf and taken such care as would have been the case had its participation in the Facilities been made directly by that Lender to the
Borrower without the intervention of the Arranger or each Agent and that it has not relied, and does not rely, upon any information or advice provided, or any appraisal of, or investigation into, the
financial condition, creditworthiness, affairs, status or nature of the Borrower effected or provided to it by any other Finance Party in such capacity;



	(b)
	that,
subject to clause 29.8 (Transmitting Information), neither the Agent nor the Arranger was, were or will be obliged either before or at any time after the Signing Date to
provide that Lender with any information or advice or to make any such investigation or appraisal. 






        29.5    Documentation:    Neither the Agent nor the Arranger nor any of their respective directors, officers,
employees or agents shall be liable: 



	(a)
	for
the execution, validity, enforceability, adequacy or effectiveness of any of the Financing Documents or any document delivered pursuant thereto or connected therewith; or



	(b)
	for
any statements, representations or warranties made or referred to in any of the Financing Documents or any information given in connection with any of the Financing Documents. 




        29.6    Reliance:    No Agent shall be liable: 



	(a)
	for
the consequences of relying on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person by whom it purports to
be communicated or signed; or



	(b)
	for
the consequences of relying on the advice of any professional advisers selected by it in connection with the Financing Documents. 



54





 





        29.7    Concerning Default:    No Agent shall be obliged to take: 



	(a)
	any
steps to ascertain whether any Default has occurred and until it has received express notice to the contrary from the Borrower or a Lender, it shall be entitled to assume that no
such Default has occurred; or



	(b)
	any
proceedings against the Borrower for the recovery of any sum due under any of the Financing Documents or otherwise in connection therewith unless it has been fully indemnified to
its satisfaction by each Lender in the proportion which that Lender's Outstandings bear to the Total Outstandings (or, if no Outstandings, that Lender's Commitment bears to the Total Commitments). 




        29.8    Transmitting Information:    Each Agent shall: 



	(a)
	send
a copy of all notices served by the Borrower under this Agreement and of all other documents delivered to it under the Financing Documents to each of the Finance Parties affected
by such notice or document;



	(b)
	not
be obliged to transmit to the Finance Parties any information in any way relating to any of the parties to the Financing Documents which it may have acquired otherwise than in its
capacity as agent for the Finance Parties in connection with this Agreement. 




        29.9    The Agent and Arranger Individually:    



	(a)
	Each
Agent and Arranger shall, with respect to its own participation in the Facilities, have the same rights and powers as any other Lender and may exercise them as though it were not
also acting as Agent or Arranger for the Lenders.



	(b)
	Each
Agent, Arranger and its associates and affiliates may, without liability to disclose or account, accept deposits from, lend money to and generally engage in any kind of financial
or commercial business with, or acquire or dispose of any kind of security of, the Borrower or any of its Subsidiaries (or its holding company or any of its Subsidiaries) and neither the Facility
Agent, the Security Agent nor the Arranger nor any of their associates or affiliates shall have any obligation to disclose or account for any dealings with the Borrower or any of its Subsidiaries (or
its holding company or any of its Subsidiaries) prior to the Signing Date.



	(c)
	Neither
Agent nor Arranger shall be liable to account to any Finance Party for any sum or profit received by it for its own account, nor for any interest derived by it on any sum
received by it for the account of any Finance Party and not immediately payable to such Finance Party. 




        29.10    Indemnity of Agents:    Without limiting the liability of the Borrower under the Financing Documents, each of
the Lenders shall fully indemnify each Agent (including its various personnel and affiliates) rateably in the proportion which that Lender's Outstandings bear to the Total Outstandings (or if no
Outstandings, that Lender's Commitment bears to the Total Commitments), from and against all claims, proceedings, costs, expenses, losses, damages and liabilities of every description (except in
respect of any agency fee due to the Agents) which may be incurred by such Agent in such capacity in good faith and which in any way relate to or arise out of the Financing Documents or any related
documents or any action taken or omitted by such Agent in good faith in enforcing or preserving, or in attempting to enforce or preserve, any of the rights of the Finance Parties under the Financing
Documents or any related documents. 


        29.11    Exoneration of Employees:    No Party may take any proceedings against any officer, employee or agent of any
Agent in respect of any claim it might have against such Agent or in respect of any act or omission of any kind (including gross negligence or wilful misconduct) by that officer, employee or agent in
relation to any Financing Document. 


55





 

        29.12    Compliance:    Each Agent may refrain from doing anything which might, in its opinion, constitute a breach of
any Law or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any Law of any jurisdiction and in particular each
Agent needs not disclose any information relating to the Borrower or any of its related entities if the disclosure might, in its opinion, constitute a breach of any Law or any duty of confidentiality. 


        29.13    Termination:    The Facility Agent, the Security Agent or the Majority Lenders may at any time notify the
Borrower, the other Agent and the Lenders of the proposed resignation of the respective agency. After the giving of any notice of proposed termination, the Majority Lenders may in writing appoint a
successor as Facility Agent or Security Agent, as the case may be. If such successor is not appointed or has not accepted in writing the appointment within 30 (thirty) days after the notice of
proposed termination, the Facility Agent or Security Agent, as the case may be, may within a further 30 (thirty) days appoint a successor with an office in Bangkok. If the Facility Agent or Security
Agent, as the case may be, is unable to make such appointment as described herein it shall notify each of the Finance Parties as soon as possible and thereafter such appointment of a successor shall
be arranged by the Finance Parties or the Borrower in agreement with the Lenders. 


        Notwithstanding
such arrangements, the Facility Agent or Security Agent, as the case may be, shall retire from the agency relationship upon the earlier of: 



	(a)
	60
(sixty) days from its notice of proposed termination; or



	(b)
	the
written acceptance (in such form as the Majority Lenders may approve) by a successor of its appointment as Facility Agent or Security Agent, as the case may be. 




        Upon
such retirement: 



	(a)
	such
successor shall become bound by all the obligations of the retiring Agent and become entitled to all the rights, privileges, powers, authorities and discretions of such Agent
under the Financing Documents;



	(b)
	the
agency of the retiring Agent shall terminate but without prejudice to any rights that may have accrued prior to the termination and without prejudice to any liabilities which the
retiring Agent may have incurred prior to the termination of its agency;



	(c)
	the
retiring Agent shall be discharged from any further liability or obligation under the Financing Documents; and



	(d)
	any
cost or expense incurred in connection with the termination of any agency and appointment under this clause shall be solely borne by the Borrower. 




        29.14    Arranger:    Without limiting any other provision of this clause 29, the Arranger shall not have any
rights, powers, obligations, liabilities, responsibilities or duties under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, the Arranger shall not
have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on the Arranger in deciding to enter into this Agreement or in
taking or not taking action hereunder. 


56






  



 
 

SECTION XV:
  AMENDMENTS, ASSIGNMENTS AND TRANSFERS    
  


Amendments  


        30.1    Amendments:    The relevant Agent may, (except where any other authority is required for the same by the
express provisions of the Financing Documents), grant waivers or consents or amend the terms of any of the Financing Documents if authorised by the Majority Lenders. Any such waiver, consent or
amendment so authorised and effected by the relevant Agent shall be binding on all the Finance Parties and such Agent shall be under no liability whatsoever in respect of any such waiver, consent or
amendment. No amendment to the Financing Documents will be binding on the Borrower without its written consent. 


        Notwithstanding
the foregoing paragraph, the following matters shall require the prior written consent of all the Finance Parties and the Borrower: 



	(a)
	any
extension, deferral or rescheduling of the date for, or decrease in the amount or change in the currency of, any payment of principal, interest, fee, commission or any other
amount payable under the Financing Documents;



	(b)
	any
increase in or amendment to any Lender's Commitment, except for any reduction, cancellation or termination of any Lender's Commitment occurring as a result of a review by the
Lenders pursuant to clause 24.2 (Guarantor's Shareholding) which requires no prior written consent of the Borrower;



	(c)
	any
extension of the Availability Period;



	(d)
	any
variation of:



	(i)
	the
definition of Majority Lenders;



	(ii)
	clause 27.2
(Pro-Rata Sharing); or



	(iii)
	this
clause 30.1; 





	(e)
	any
release of the Security Interest constituted under any of the Security Documents or any release of the guarantee constituted under the Parent Guarantee. 




        30.2    Agents and Arranger:    A waiver, consent or variation which relates to the rights or obligations of the
Agents or the Arranger may not be effected without the consent of the relevant Agent or the Arranger. 


Assignments and Transfers  


        31.1    Transfers by Borrower:    The Borrower may not assign, transfer, novate or dispose of any of, or any interest
in, its rights and/or obligations under this Agreement. 


        31.2    Assignment and Transfers by Lenders:    



	(a)
	A
Lender (the Transferor Lender) may at any time, to the extent permitted by applicable Laws:



	(i)
	assign,
all or any of its rights and benefits under this Agreement; and/or



	(ii)
	transfer
all or any of its obligations under this Agreement, to any one or more banks or financial institutions (each a Transferee Lender), provided
that the Transferor Lender has given 30 (thirty) days' advance notice to the other Lender, the Facility Agent and the Borrower of its intention to do so and the assignment and transfer procedure in
clause 






57





 





        31.3    (Assignment and Transfer Procedure) has been complied with.    



	(b)
	Neither
a Transferor Lender nor any other Finance Party is responsible to a Transferee Lender for:



	(i)
	the
execution, genuineness, validity, enforceability or sufficiency of any Financing Documents or any other document;



	(ii)
	the
collectability of amounts payable under any Financing Documents or the financial condition of or the performance of its obligations under the
Financing Documents by any Obligor; or



	(iii)
	the
accuracy of any statements or information (whether written or oral) made in or in connection with or supplied in connection with any Financing
Documents. 





	(c)
	Each
Transferee Lender confirms to each Transferor Lender and the other Finance Parties that it:



	(i)
	has
made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection
with its participation in this Agreement and has not relied exclusively on any information provided to it by the Transferor Lender or any other Finance Party in connection with any Financing
Documents;



	(ii)
	will
continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities for so long as there are any
Commitments or Outstandings under this Agreement. 





	(d)
	Nothing
in any Finance Document obliges a Transferor Lender to:



	(i)
	accept
a re-transfer from a Transferee Lender of any of the rights, benefits and/or obligations assigned or transferred under this clause;
or



	(ii)
	support
any losses incurred by a Transferee Lender by reason of the non-performance by any Obligor of its obligations under any Financing
Document or otherwise. 







        31.3    Assignment and Transfer Procedure:    



	(a)
	An
assignment of rights and benefits by the Lenders (the assignment) and a transfer of obligations by the Lenders (the transfer) are effected if:



	(i)
	the
Transferor Lender and the Transferee Lender deliver to the Facility Agent a duly completed Transfer Certificate executed by the Transferor Lender
and the Transferee Lender;



	(ii)
	in
cases of the assignment of rights and benefits, the Facility Agent executes the Transfer Certificate and delivers the same to the Borrower; and



	(iii)
	in
cases of the transfer of obligations, the Facility Agent and the Borrower execute the Transfer Certificate. 





	(b)
	Each
Party (other than the Transferor Lender and the Transferee Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf.



	(c)
	To
the extent that they are expressed to be the subject of the assignment or transfer in the Transfer Certificate:



	(i)
	the
Transferor Lender and the other Parties (the existing Parties) will be released from their obligations to each other under the Financing Documents
(the discharged obligations); 






58





 


	(ii)
	the
Transferee Lender and the existing Parties will assume obligations towards each other under the Financing Documents which differ from the
discharged obligations only insofar as they are owed to or assumed by the Transferee Lender instead of the Transferor Lender;



	(iii)
	the
rights and benefits of the Transferor Lender against the existing Parties under the Financing Documents and vice versa (the discharged rights)
will be cancelled; and



	(iv)
	the
Transferee Lender and the existing Parties will acquire rights and benefits against each other under the Financing Documents which differ from the
discharged rights only insofar as they are exercisable by or against the Transferee Lender instead of the Transferor Lender, all on the date of execution of the Transfer Certificate by the Facility
Agent and/or the Borrower, as the case may be, or, if later, the date specified in the Transfer Certificate. 





        31.4    Register:    The Facility Agent shall keep a record of all the Parties and shall supply any other Party (at
that Party's expense) with a copy of the record on request. 


        31.5    Transfer Costs:    If the Borrower will, as a result of any assignment, transfer or novation, have to pay any
additional amount under this Agreement which the Borrower would not have been liable to pay had no such assignment, transfer or novation been effected, the Borrower shall not be obliged to pay such
amount except where such assignment, transfer or novation has been effected: 



	(a)
	as
requested by, or as agreed to, by the Borrower; or



	(b)
	as
a consequence of the Borrower's and the Lenders' actions taken to remedy or mitigate the effect of the occurrence of any of the circumstances set out in clause 22 (Changes
in Circumstances). 




        31.6    Sub-Participation:    Nothing in this Agreement restricts the ability of a Lender to
sub-contract an obligation of that Lender providing such Lender remains liable under this Agreement for that obligation. 


        31.7    Disclosure of Information:    Any Lender may disclose to a prospective assignee, transferee or
sub-participant such information about any Obligor as shall have been made available to the Lenders generally. 


        31.8    Facility Office:    Any Lender may make its participation in any Facilities from, and may receive the benefit
of any payment due to it under this Agreement at, any of its lending offices (each a Facility Office). A Lender shall give the Facility Agent prior written notice of any change in its Facility Office
for the purposes of this Agreement. 


 
 

SECTION XVI:
  FEES AND EXPENSES    
  



Fees and Expenses  


        32.1    Front-end fee:    Within 7 (seven) days of the Signing Date by the Parties, the Borrower shall pay
to the Lenders a front-end fee in accordance with the terms of the Side Letter. 


        32.2    Commitment Fee:    The Borrower shall pay a commitment fee in the following manner: 



	(a)
	Tranche
A Facility: A commitment fee on the Tranche A Facility shall be payable as follows:



	(i)
	at
the rate of 0.5% (zero point five per cent.) per annum upon the daily amount in US dollars of the Tranche A Facility for the time being not drawn,
utilised and uncancelled 






59





 



and
to be calculated on the basis of actual days elapsed from the Effective Date and a year of 360 (three hundred and sixty) days; and 



	(ii)
	payable
directly to the Tranche A Lenders on the dates falling at three monthly intervals after the Effective Date and on the last day of the
Availability Period relating to the Tranche A Facility or on any earlier day when the Tranche A Facility is fully drawn, utilised or reduced to zero. 





	(b)
	Tranche
B Facilities: A commitment fee on the Tranche B Facilities shall be payable as follows:



	(i)
	at
the rate of 0.5% (zero point five per cent.) per annum upon the daily amount in US dollars of the Tranche B Facilities for the time being not drawn,
utilised and uncancelled and to be calculated on the basis of actual days elapsed from the Effective Date and a year of 360 (three hundred and sixty) days;



	(ii)
	payable
directly to the Tranche B Lenders on the dates falling at three monthly intervals after the Effective Date and on the last day of the
Availability Period relating to the Tranche B Facilities or on any earlier day when the Tranche B Facilities are fully drawn, utilised or reduced to zero. 







        32.3    Expenses:    The Borrower shall pay, in each case on the basis of a full indemnity: 



	(a)
	to
each Agent and Arranger all reasonable costs and expenses (including legal, printing, publicity and out-of-pocket expenses) incurred in connection with the
negotiation, preparation or completion of the Financing Documents and any related documents and the syndication of the Facilities;



	(b)
	to
each Agent (for its own account and for the account of the Finance Parties) all reasonable costs and expenses (including legal and out-of-pocket expenses)
incurred in connection with any variation, consent or approval relating to this Agreement or any related documents or in connection with the preservation or enforcement or the attempted preservation
or enforcement of any of their rights under the Financing Documents or any related documents; and



	(c)
	to
the Arranger all reasonable costs and expenses (including communications, accommodation, business class travel and out-of-pocket expenses) incurred in
connection with the work carried out by the Arranger under the mandate letter between the Arranger and the Borrower dated 6 December 2000. 




        Payment
made by the Borrower under this clause 32.3 shall be made promptly and in any event no later than 15 (fifteen) days after submission by the relevant Agent or Arranger, as
the case may be, of a statement of all such expenses to the Borrower. 



        32.4    Stamp Duty:    The Borrower shall pay any stamp, documentary and other similar duties and taxes to which the
Financing Documents (other than any Transfer Certificate) may be subject or give rise and shall fully indemnify each of the Finance Parties from and against any losses or liabilities which any of them
may incur as a result of any delay or omission by the Borrowers to pay any such duties or taxes. 


60






 


 
 

SECTION XVII:
  MISCELLANEOUS    
  


Miscellaneous  


        33.1    Certificates:    Any determination or notification by the Facility Agent or any other Finance Party concerning
any rate or amount under this Agreement shall, in the absence of manifest error, be conclusive evidence as to that matter. 


        33.2    Application of Moneys:    



	(a)
	If
any sum paid or recovered in respect of the liabilities of the Borrower under this Agreement is less than the amount then due, the Facility Agent shall apply that sum in the
following order:



	(i)
	firstly,
in or towards payment of any unpaid fees, costs and expenses of the Agents;



	(ii)
	secondly,
in or towards payments pro rata of any unpaid fees, costs and expenses of the Lenders;



	(iii)
	thirdly,
in or towards payment pro rata of any interest due to the Lenders;



	(iv)
	fourthly,
in or towards payment pro rata of any principal due to the Lenders; and



	(v)
	fifthly,
in or towards payment pro rata of any other sum due under the Financing Documents. 





	(b)
	The
Facility Agent shall, if so directed by all the Lenders, vary the order of priorities set out in sub-paragraphs (a)(ii)-(v) inclusive above. 




        33.3    Rights Cumulative, Waivers:    The rights of the Finance Parties under this Agreement are cumulative, may be
exercised as often as they consider appropriate and are in addition to their respective rights under the Law. The rights of the Finance Parties in relation to the Facilities (whether arising under
this Agreement or under the Law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing, and in particular: 



	(a)
	any
failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right;



	(b)
	any
defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right; and



	(c)
	no
act or course of conduct or negotiation on their part or on their behalf shall in any way preclude them from exercising any such right or constitute a suspension or any variation
of any such right. 




        33.4    Notices:    All notices or other communications under or in connection with each Financing Document shall be
given in writing or facsimile and shall be signed by the Party giving it. Any such notices or communications will be deemed to be given as follows:- 



	(a)
	if
in writing, when delivered; and



	(b)
	if
by facsimile, when received. 




        A
notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given at opening of
business on the next working day in that place. 


        33.5    Addresses:    The relevant addresses and fax numbers of any Party for the purpose of clause 33.4
(Notices) shall be those set out for that Party in the signature pages of this Agreement, or 


61





 




such other as the respective Party may notify to the other Parties by not less than 5 (five) Business Days' notice. 


        33.6    English Language:    All notices or communications under or in connection with any Financing Document shall be
in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English
text shall prevail. 


        33.7    Invalidity of any Provision:    If any of the provisions of any Financing Document becomes invalid, illegal or
unenforceable in any respect under any Law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 


        33.8    Severability:    Any provision of any Financing Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable Law, the Borrower hereby waives any
provision of Law which renders any provision of this Agreement prohibited or unenforceable in any respect. 


        33.9    Entire Agreement:    This Agreement supersedes any prior agreements and understandings between each of the
parties hereto with respect to the subject matter hereof and is the complete agreement of each of the parties hereto with respect to the subject matter hereof. 


 
 

SECTION XVIII:
  LAW    
  


Law  


        34.1    Choice of Law:    This Agreement is governed by, and shall be construed in accordance with, the Laws of the
Kingdom of Thailand. 


        Signed
by the authorised representatives of all Parties. 


 
 

SCHEDULE 1
  
  
  Lenders and Commitments    
  



	Lenders

Tranche E

Commitment
	 	Tranche A

Commitment
	 	Tranche B

L/C Commitment

T/R Commitment,

Loan Commitment*
	 	Tranche C

Commitment
	 	Tranche D

Commitment
	 	Total

	TFB	 	US$	12,790,000	 	US$	2,000,000	 	US$	16,000,000	 	Baht 10,000,000	 	Baht 30,000,000
	BAY	 	US$	8,180,000	 	US$	2,000,000	 	US$	12,500,000	 	Baht 10,000,000	 	Bhat 10,000,000
	 	 	
	 	
	 	
	 	
	 	

	Total	 	US$	20,970,000	 	US$	4,000,000	 	US$	28,500,000	 	Baht 20,000,000	 	Baht 40,000,000
	 	 	
	 	
	 	
	 	
	 	





	*
	Subject
to the periods and maximum amounts set out in clause 8.2 (Amounts and Periods), the Borrower may draw or use, whether singly or collectively, any of the Tranche B L/C
Facility, the Tranche B T/R Facility and/or the Tranche B Loan Facility, provided that such drawing or use would not at all times exceed US$4,000,000. 


        Schedule 1 (Lenders and Commitments) 


62






  



 
 

SCHEDULE 2
  
    Conditions Precedent Documents to Facilities    
  


	(1)
	Affidavit:
the affidavit of the Borrower issued by the Ministry of Commerce or a certified copy of the affidavit of the Borrower;



	(2)
	Memorandum
of Association: the memorandum of association of the Borrower issued by the Ministry of Commerce or a certified copy of the memorandum of association of the Borrower;



	(3)
	Board
of Director's Resolution: a certified copy of resolution of the board of directors of the Borrower authorising the entry into and execution of the Agreement;



	(4)
	List
of Shareholders: a certified copy of the register of shareholders of the Borrower as at any day not earlier than 15 (fifteen) days before the Signing Date;



	(5)
	Drawing
Notice: a certificate signed by the Authorised Directors substantially in the form set out in Schedule 3 (Drawing Notice) and the documents therein referred to;



	(6)
	Certificate
of Borrower: a certificate in respect of the Borrower signed by the Authorised Directors substantially in the form set out in Schedule 4 (Certificate of Borrower)
and the documents therein referred to;



	(7)
	Certificate
of Guarantor: a certificate in respect of the Guarantor substantially in the form set out in Schedule 5 (Certificate of Guarantor) or in any other form as agreed
among the Borrower, the Guarantor and the Lenders and the documents therein referred to;



	(8)
	Legal
Opinion of Borrower's Lawyer: an opinion of Siam Niti Law Office Company Limited, Thai lawyer to the Borrower;



	(9)
	Legal
Opinion of Guarantor's Lawyer: an opinion of Testa, Hurwitz & Thibeault, LLP, as to the validity and enforceability of the Parent Guarantee under the laws of the
Commonwealth of Massachusetts;



	(10)
	Legal
Opinion of Lenders' Lawyer: an opinion of Freshfields Limited, Thai lawyer to the Lenders;



	(11)
	Fee
Letters: the Fee Letters duly executed by the Borrower and the relevant parties thereto;



	(12)
	Parent
Guarantee: the original of the Parent Guarantee duly executed by the Guarantor and notarised by a notary public in the Commonwealth of Massachusetts;



	(13)
	Confirmation
of Indebtedness Amount: a letter signed or certified to be true and correct by the authorised officer (s) of the Borrower, confirming each amount of indebtedness
and liability (whether actual or contingent) being in excess of US$1,000,000 (US$ one million) (or its equivalent in other currencies) which the Borrower has as at the Signing Date with any person
(including without limitation any financial institution and trade creditor) and such letter of confirmation shall be in form and content reasonably satisfactory to the Facility Agent and shall include
such matters as the outstanding amounts of principal, interest and default interest (if any) and the identity of each of such creditor;



	(14)
	Details
of Bank Accounts: a letter signed or certified to be true and correct by the authorised person(s) of the Borrower, setting out details of all bank accounts which the Borrower
has as at the Signing Date and such letter shall be in form and content reasonably satisfactory to the Facility Agent and shall include such matters as the balance standing in each bank account, the
types of bank accounts and the financial institutions with which such accounts have been opened;



	(15)
	List
of Suppliers: a letter signed or certified to be true and correct by the authorised person(s) of the Borrower, setting out the total number of its suppliers whose indebtedness
is proposed to be paid off out of the proceeds of the Tranche A Facility, the total amount of such indebtedness and 


63





 

the
identity of such supplier whose indebtedness equals or exceeds US$ 500,000 (US$ five hundred thousand); 



	(16)
	Details
of Investment in Subsidiaries: a letter signed or certified to be true and correct by the authorised person(s) of the Borrower, setting out details of its investments in all
of its Subsidiaries which the Borrower has as at the Signing Date and such letter shall be in form and content reasonably satisfactory to the Facility Agent and shall include such matters as the
amount of investment in each of its Subsidiaries and the name of each of such Subsidiaries;



	(17)
	Details
of Loans to Subsidiaries: a letter signed or certified to be true and correct by the authorised person(s) of the Borrower, setting out details of loans granted by it to all
of its Subsidiaries which the Borrower has as at the Signing Date and such letter shall be in form and content reasonably satisfactory to the Facility Agent and shall include such matters as the
amount of loan in each of its Subsidiaries and the name of each of such Subsidiaries;



	(18)
	Guarantor's
Letter: a letter executed by an authorised person of the Guarantor, in form and content reasonably acceptable to the Facility Agent, to the effect that the Guarantor:



	(a)
	undertakes
to complete the debt-to-equity conversion on terms and conditions set out in clause 24.2(n) (ACT Loan Agreement); and



	(b)
	confirms
that the Borrower is not a party to the Guarantor Loan Agreement or the Guarantor Collateral Agreement; 





	(19)
	JP
Morgan Chase's Letter: a letter of confirmation, in form and content reasonably acceptable to the Facility Agent, from JP Morgan Chase, as administrative agent under the Guarantor
Loan Agreement, that no Security Interest over any assets, revenues and property (as defined in the Guarantor Loan Agreement) of the Borrower has been given to secure any obligation or liability of
any person under the Guarantor Loan Agreement or the Guarantor Collateral Agreement; and



	(20)
	Testa,
Hurwitz & Thibeault, LLP's Letter: a letter of confirmation from Testa, Hurwitz & Thibeault, LLP, in form and content reasonably acceptable to the Facility
Agent, to the effect that:



	(a)
	with
certain exceptions specified in the Guarantor Loan Agreement, the Borrower is required to maintain its assets, revenues and property (as defined in the Guarantor Loan Agreement)
free and clear of any encumbrance; and



	(b)
	the
Borrower can create any Security Interest over any or all of the assets or property listed in Schedule 7 (List of Asset and Property to be Granted as Security) of this
Agreement in favour of both TFB and BAY without any breach of the Guarantor Credit Agreement. 






        In
the case of documents (1) and (2), the Borrower shall obtain them from the Ministry of Commerce in Thailand within 15 (fifteen) days prior to the first Drawing Date. 


 
 

SCHEDULE 3
  
    Part I
  Form of Drawing Notice    
  


        Date: *             20*     


Dear
Sirs, 


US$53,470,000
and Baht 60,000,000 Credit Facilities Agreement 


	1.
	We
refer to clause 5.2 (Drawdown), 11.2 (Drawdown) or 12.4 (Drawdown) [as the case may be] of a US$53,470,000 and Baht 60,000,000 Credit Facilities
Agreement dated [*] between (1) ourselves, (2) the Facility Agent, (3) the Security Agent, (4) the Arranger and (5) the Lenders named therein 


64





 

(the
Facilities Agreement). Terms defined in the Facilities Agreement have the same meanings in this Drawing Notice. 



	2.
	We
wish to borrow Advances with the following specifications:



	(a)
	Borrower:
ACT Manufacturing (Thailand) Public Company Limited 
	(b)
	Facility:
* Tranche                          
	(c)
	Drawing
Date: *                        20*     
	(d)
	Currency:
*                         
	(e)
	Amount:
*                         
	(f)
	Payment
Instructions: *                         





	3.
	We
confirm that:



	(a)
	the
matters represented and warranted by the Borrower set out in clause 23.2 (Representations After Signing) of the Facilities Agreement are true and accurate on the date of
this Drawing Notice as if made with reference to the facts and circumstances now prevailing and that no Default has occurred and is continuing or would result from the Advance; and



	(b)
	the
drawing of the amount set out in paragraph 2 above will not cause the Outstandings in respect of any Lender to exceed the level of that Lender's Commitment. 






Yours
faithfully, 


[Authorised
Directors] 


for
and on behalf of

ACT Manufacturing (Thailand) Public Company Limited 


65






  



 
 

Part II
  Form of Receipt    
  


        [Date]                



Attention:    [The
Relevant Lender] 


        US$53,470,000
and Baht 60,000,000 Credit Facilities Agreement 


        We
refer to the Facilities provided by the Lenders under a US$53,470,000 and Baht 60,000,000 Credit Facilities Agreement dated [*] between (1) ourselves,
(2) the Facility Agent, (3) the Security Agent, (4) the Arranger and (5) the Lenders named therein (the Facilities Agreement). 


        Words
and expressions defined in the Facilities Agreement have the same meanings when used herein. 


        We
hereby confirm that we have borrowed and received the following Advance upon the terms and subject to the conditions set out in the Facilities Agreement: 



	(a)	 	Facility:	 	[Tranche [.]    ];	 	 
	

b)	
 	

Amount:	
 	

[.];	
 	

 
	

(c)	
 	

Drawing Date:	
 	

[.]; and	
 	

 
	

(d)	
 	

Lender:	
 	

[.].	
 	

 
	

Yours faithfully	
 	

 







Authorised
Directors

for and on behalf of

ACT Manufacturing (Thailand) Public Company Limited 


 
 

SCHEDULE 4
  
    Certificate of Borrower    
  


        [Letterhead
of ACT Manufacturing (Thailand) PCL] 


To:
[*the Facility Agent] 


        We
[*name] and [*name], both Authorised Directors of ACT Manufacturing (Thailand) PCL of [*address] (the Borrower) 


HEREBY
CERTIFY that: 



	(a)
	attached
hereto marked "A", are true and correct copies of all documents which contain or establish or relate to the constitution of the Borrower; and



	(b)
	attached
hereto marked "B", is a true and correct copy of [resolutions duly passed] at [a meeting of the Board of Directors] of the
Borrower duly convened and held on *_________ _________ _________ 20*____ approving the execution of the US$53,470,000 and Baht 60,000,000 Credit Facilities Agreement [and those of the
Financing Documents to which the Borrower is a party] and authorising [its] [their] execution, signature, delivery and performance and such
resolutions have not been amended, modified or revoked and are in full force and effect. 



66





 





        The
following signatures are the true signatures of the persons who have been authorised to sign the Financing Documents and to give notices and communications, including notices of
drawing, under or in connection with the Financing Documents. 



	Name	 	Position	 	Signature	 	 
	*	 	*	 	 	 	 
	*	 	*	 	 	 	 
	*	 	*	 	 	 	 
	

Yours sincerely

	
 	

 







Authorised
Directors

For and on behalf of

ACT Manufacturing (Thailand) Public Company Limited 


Date:
*             20*     


 
 

SCHEDULE 5
  
    Certificate of Guarantor
  
    [Letterhead of ACT Manufacturing, Inc. (the Company)]
  
    Certificate of Secretary of ACT Manufacturing, Inc.    
  



I,
the undersigned, the Secretary of ACT Manufacturing, Inc., do hereby certify that: 



	1.
	Attached
hereto as Exhibit A is a true, correct and complete copy of the certificate of incorporation of the Company as in effect on [            ],
2001 and at all times subsequent thereto to and including the date of this Certificate.



	2.
	Attached
hereto as Exhibit B is a true, correct and complete copy of the by-laws of the Company as in effect on [            ], 2001 and
at all times subsequent thereto to and including the date of this Certificate.



	3.
	There
are no proceedings for the amendment or modification of or for any other change in such certificate of incorporation or by-laws or for the merger, consolidation, sale
of all or substantially all assets and business, dissolution or liquidation of the Company or threatening its existence.



	4.
	The
Company is a corporation duly formed and validly existing under and by virtue of the law of the Commonwealth of Massachusetts and is in good standing in that Commonwealth.



	5.
	Attached
hereto as Exhibit C [in the form as attached] is a true, correct and complete copy of resolutions, including all exhibits thereto, adopted by
the written consent of each of the members of the Board of Directors of the Company dated [            ], 2001 in connection with the proposed Guarantee referred to below,
which resolutions and written consents have been filed with the minutes of the Board of Directors of the Company. Said resolutions have not been amended, annulled, rescinded or revoked and are in full
force and effect. There exist no other resolutions of the Board of Directors of the Company acting in such capacity relating to the matters set forth in the resolutions attached hereto. There is no
provision in the certificate of incorporation or by-laws of the Company limiting the power of the Board of Directors of the Company to pass the resolutions attached hereto, and the same
are in conformity with the provisions of such certificate of incorporation and by-laws. 



67





 



	6.
	The
persons listed below have been duly elected or appointed, have duly qualified and on the date of this Certificate are (and at all times since
[            ], 2001 have been) officers of the Company, holding the respective offices set forth below opposite their names, and the signatures set opposite their names are
genuine: 







	Name
	 	Office
	 	Signature

	

	
 	

 [President]	
 	


	

	
 	

 [Vice-President]	
 	


	

	
 	

 [Secretary]	
 	







        Each
of the foregoing officers is authorized (a) to sign on behalf of the Company the Guarantee between the Company as Guarantor, The Thai Farmers Bank Public Company Limited, as
security agent for the lenders (the Guarantee) and b) to act as a representative of the Company for the purposes of signing the Guarantee and giving notices and other communications in
connection therewith and the transactions contemplated thereby. 



        IN
WITNESS WHEREOF, I have hereunto set my hand as Secretary of the Company this [    ] day of [            ], 2001. 



	 	 	 	 	
 Name:







        I,
the undersigned, President of the Company, do hereby certify that [            ] has been duly elected or appointed, has duly qualified and this day is the
Secretary of the Company, and that the signature above is genuine. 


        IN
WITNESS WHEREOF, I have hereunto set my hand as President of the Company this [    ] day of [            ], 2001. 



	 	 	 	 	
 Name:






68






  



 
 

EXHIBIT C
  
    [Letterhead of ACT Manufacturing, Inc. (the Company)]
  
    Resolutions of the Board of Directors    
  


	1.
	RESOLVED,
that (a) the form, as submitted to the directors and attached hereto as Annex A, of the proposed Guarantee (the Guarantee) between the Company, as Guarantor, and The
Thai Farmers Bank Public Company Limited, as security agent acting on behalf of the lenders (as referred to in the Guarantee) (the Beneficiary), providing for a guarantee by the Company of the
obligations of ACT Manufacturing (Thailand) Public Company Limited under the Facilities Agreement referred to in the Guarantee and (b) the transaction effected or to be effected pursuant to the
terms and provisions of the Guarantee is hereby authorized and approved by the Company in every respect.



	2.
	RESOLVED,
that [the President, the Vice President, the Treasurer, the Secretary and any duly authorized attorney] of the Company each be, and each of them
hereby is, authorized to execute and deliver, on behalf of the Company, the Guarantee substantially in the form approved by the Board of Directors pursuant to the foregoing resolution, with such
changes thereto as may be approved by the officer executing and delivering the same on behalf of the Company, the execution of any document or instrument by any of the aforesaid officers of the
Company pursuant to these resolutions being conclusive evidence that the same have been authorized and approved by the Company in every respect and that any such changes have been approved by such
officer.



	3.
	RESOLVED,
that [the President, the Vice President, the Treasurer, the Secretary and any duly authorized attorney] of the Company each be, and each of them
hereby is, authorized in the name of the Company to do and perform all such further acts and things and to execute and deliver all such further documents and instruments and to take all such further
steps as any one of them may deem to be necessary, advisable, convenient or proper to carry out the intent of these resolutions and to perform fully the provisions of the Guarantee. The performance of
any such further act or thing and the execution of any such document or instrument by any of the aforesaid officers of the Company pursuant to these resolutions shall be conclusive evidence that the
same have been authorized and approved by the Company in every respect and have been approved by such officer.



	4.
	RESOLVED,
that [the Secretary and each Assistant Secretary] of the Company be, and each of them hereby is, authorized to certify to the names of the current
officers of the Company and other persons authorized to sign for it in such capacity (including, without limitation, persons to whom such officers or authorized persons have delegated their authority)
and the offices respectively held by them, if any, together with specimens of their signatures, and in case of any change of any holder or holders of any such office or offices or of any such
authorized person or persons, the fact of such change and the names of any new officer or officers, and any new authorized person or persons, and the offices respectively held by them, if any,
together with specimens of their signatures;



	5.
	RESOLVED,
that the Beneficiary be promptly notified in writing by the Secretary of the Company of any change in these resolutions, such notice to be given to the Beneficiary at its
principal office, and that until the Beneficiary has actually received such notice in writing, the Beneficiary is authorized to act in reliance of these resolutions, and that until the Beneficiary has
actually received such notice in writing and has had a reasonable opportunity to act upon such notice, the Beneficiary shall be indemnified and saved harmless from any loss suffered or liability
incurred by it in continuing to act in reliance of these resolutions, even though these resolutions may have been changed. 


69





 
	6.
	RESOLVED,
that the [Secretary and each Assistant Secretary] of the Company be, and each of them hereby is, authorized and empowered to certify the passage of
the foregoing resolutions. 


 
 

SCHEDULE 6
  
    Form of Transfer Certificate    
  



To:
[*the Facility Agent] 


 
 

TRANSFER CERTIFICATE    
  


relating
to a US $53,470,000 and Baht 60,000,000 credit facilities agreement dated [*] and made between the Borrower, the Arranger, the Agents (as Agents for the Finance
Parties) and certain Lenders named therein (the Facilities Agreement). Terms defined in the Facilities Agreement have the same meanings herein. 


	1.
	[Transferor
Lender] (the Transferor Lender): 
	(a)
	confirms
that to the extent that details appear in the Schedule hereto against, as the case may be, the heading "Bank's Participation", such details accurately summarise its
participation in the Facilities (as defined in the Facilities Agreement); and



	(b)
	requests
[Transferee Lender] (the Transferee Lender) to accept and procure the [assignment and/or transfer] to the Transferee Lender
[rights, benefits and/or obligations] in respect of the portion specified in the Schedule of its participation in the [Tranche A Facility, Tranche B Facilities,
Tranche C Facility, Tranche D Facility and/or Tranche E Facility] by counter-signing and delivering this Transfer Certificate to the Facility Agent at its address for the service of
notices specified in the Facilities Agreement. 





	2.
	The
Transferee Lender hereby requests the Facility Agent to accept this Transfer Certificate as being delivered to the Facility Agent pursuant to and for the purposes of
clause 31.3 (Assignment and Transfer Procedure) of the Facilities Agreement so as to take effect in accordance with the terms thereof on [date of transfer].



	3.
	The
Facility Office and address for notices of the Transferee Lender for the purposes of the Financing Documents are set out in the Schedule.



	4.
	The
Transferor Lender and the Transferee Lender acknowledge and agree that clauses 31.2(b) to 31.2(d) (Assignment and Transfers by Lenders) apply to this Transfer Certificate as if set
out in full herein, mutatis mutandis.



	5.
	As
regards assignment of rights and benefits to the Transferee Lender, the Transferee Lender hereby agrees with the Transferor Lender and each of the other parties to the Facilities
Agreement that it will assume any right and benefit which the Transferor Lender had had prior to the Transfer Certificate taking effect such that it will not have any more rights than those assigned
to it by the Transferor Lender (including without limitation rights relating to interest rate and payment) pursuant to the terms of the Facilities Agreement.



	6.
	The
Transferor Lender and the Transferee Lender hereto agree that the Security and the Parent Guarantee shall continue to secure the Secured Indebtedness and the Guaranteed Obligations
and each of them agrees to do all acts and things necessary to achieve this effect.



	7.
	This
Transfer Certificate and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the Kingdom of Thailand. 


70





 
 
 

The Schedule    
  



	Bank's Total Participation	 	 	 	 
	

[Tranche A Facility	
 	

Amount [    ]]	
 	

 
	[Tranche B Facilities	 	Amount [    ]]	 	 
	[Tranche C Facility	 	Amount [    ]]	 	 
	[Tranche D Facility	 	Amount [    ]]	 	 
	[Tranche E Facility	 	Amount [    ]]	 	 
	

Portion of Participation To be Assigned/Transferred	
 	

 
	

[Tranche A Facility	
 	

Amount [    ]]	
 	

 
	[Tranche B Facilities	 	Amount [    ]]	 	 
	[Tranche C Facility	 	Amount [    ]]	 	 
	[Tranche D Facility	 	Amount [    ]]	 	 
	[Tranche E Facility	 	Amount [    ]]	 	 





	*Transferor Lender	 	[*Transferee Lender]

Address: *

Telephone: *

Fax: *

Attention: *
	Signed	 	Signed
	
	 	

	

Acknowledged and Agreed by:

[Facility Agent]:	
 	

 
	Signed	 	 
	
	 	 
	

Dated *             20*    	
 	

 
	

Acknowledged and Agreed by:

ACT Manufacturing (Thailand) Public Company Limited:

Signed                        	
 	

 
	
	 	 
	

Dated *             20*    	
 	

 





[to
be also signed by the Borrower in cases of a transfer of obligations] 


 
 

SCHEDULE 7
  
    List of Asset and Property to be Granted as Security    
  


	1.
	Parcels
of land under the Title Deeds numbers 5756 and 4790 located at Tambol Banglane, Amphor Bang-Pa-In Phra Nakhon Si Ayutthaya province, and all present and
future structures and buildings situated thereon;



	2.
	Land
under the Title Deed number 33271 located at Tambol Nongjabok, Amphor Muang Nakhon Ratchasima, Nakhon Ratchasima province, and all present and future structures and buildings
situated thereon; 


71





 
	3.
	Parcels
of land under Title deeds number 23286, 23288, 23289 and 26223 located at Tambol Kukot, Amphor Lam Luk Ka, Patum-Thani province, and all present and future structures and
buildings situated thereon;



	4.
	All
machinery of the Borrower mortgaged or required to be mortgaged under a credit facilities agreement dated 9 October 1996 (together with all supplemental and amendment
agreement thereof) between the Borrower (formerly named "GSS/Array Technology Public Company Limited"), TFB as security agent, The Siam Commercial Bank Public Company Limited as facility agent and the
lenders named therein; and



	5.
	All
fixed and capital assets (including without limitation machinery) purchased by the Borrower through any fund drawn or utilised by the Borrower under the Facilities, to the extent
permitted by clause 7.3(g) of the Guarantor Credit Agreement and to the extent permitted by the law of the Kingdom of Thailand. 


72





 
 
 

SCHEDULE 8
  
    List of Bank Accounts
  
    [OMMITED]    
  


 
 

ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
  DETAILS OF BANK ACCOUNT
  AS OF FEBRUARY 2001    
  



	 
	 	 
	 	Bank
	 	 
	 	 

	No.
 
	 	 
	 	 
	 	 

	 	Account No.
	 	Branch
	 	Type of Account
	 	Address

	14	 	314-00731102-2001	 	Klong Luang	 	Savings Account	 	(USD)	 	93 Moo 8	 	Klong Luang Pathumtani 12120
	15	 	314-00909602-2001	 	Klong Luang	 	Savings Account	 	(YEN)	 	93 Moo 8	 	Klong Luang Pathumtani 12120
	16	 	 	 	Head Office	 	 	 	 	 	Floor 4	 	Zone B Rutchadapisek Rd., Ladyao, Jatujak, Bangkok 10900





	 
	 	 
	 	Export-Import Bank of Thailand
	 	 
	 	 

	No.
 
	 	 
	 	 
	 	 

	 	Account No.
	 	Branch
	 	Type of Account
	 	Address

	17	 	202-1-00004-1	 	Pratoonum Pra-in	 	Current Account	 	 	 	125 Moo 7	 	Pratoonum-pra-in Ayudhaya 13160
	18	 	202-3-00001-9	 	Pratoonum Pra-in	 	Fixed Account	 	 	 	125 Moo 7	 	Pratoonum-pra-in Ayudhaya 13160





	 
	 	 
	 	Bank of Ayudhya Public Company Limited
	 	 
	 	 

	No.
 
	 	 
	 	 
	 	 

	 	Account No.
	 	Branch
	 	Type of Account
	 	Address

	19	 	777-1-16840-8	 	Head Office	 	Savings Account	 	 	 	1222 Rama III Road,	 	Bang Pong Pang, Yannawa, Bangkok 10120
	20	 	700-02-1-00297	 	Head Office	 	Savings Account	 	(USD)	 	1222 Rama III Road,	 	Bang Pong Pang, Yannawa, Bangkok 10120
	21	 	777-0-030583	 	Head Office	 	Current Account	 	 	 	1222 Rama III Road,	 	Bang Pong Pang, Yannawa, Bangkok 10120




73





 


	 
	 	 
	 	Standard Chartered Bank
	 	 
	 	 

	No.
 
	 	 
	 	 
	 	 

	 	Account No.
	 	Branch
	 	Type of Account
	 	Address

	22	 	6791883-177	 	Pasir Panjang	 	Savings Account	 	(USD)	 	460 Alexander Road,	 	Singapore 0511
	23	 	23-062-1006-8	 	Pasir Panjang	 	Savings Account	 	(SD)	 	460 Alexander Road,	 	Singapore 0511
	24	 	77-000-1590-3	 	Pasir Panjang	 	Current Account	 	(USD)	 	460 Alexander Road,	 	Singapore 0511
	25	 	To be Opened	 	Pasir Panjang	 	Savings Account	 	(USD)	 	460 Alexander Road,	 	Singapore 0511
	DURING 19-23 FEB 01	 	 	 	 	 	 	 	 	 	 





 
 

ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
  DETAILS OF BANK ACCOUNT
  AS OF February 2001    
  



	 
	 	 
	 	Wells Fargo Bank
	 	 
	 	 

	No.
 
	 	 
	 	 
	 	 

	 	Account No.
	 	Branch
	 	Type of Account
	 	Address

	26	 	02 99930362	 	Oakridge Almaden	 	Savings Account	 	 	 	1006 Blossom Hill Road,	 	San Jose, Ca 95123 Usa.




74






  



 
 

SIGNATURE PAGE    
  


BORROWER:



ACT
MANUFACTURING (THIALAND) PUBLIC COMPANY LIMITED 



	By:	/s/  JAMES MENGES      
	 	By:	/s/  SUTHIPOUG SAFNGKEAU      

	Name:	James Menges	 	Name:	Suthipoug Safngkeau
	

Title:	

Senior Vice President OPS-ASIA	
 	

Title:	

Director





	

Address:	

94 Moo 1, Hi-Tech Industrial Estate

Banlane, Bang-Pa-In, Ayudhaya

13160, Thialand
	Telephone:	66-35-350890
	Fax:	66-35-350945
	Attention:	Finance Director





LENDERS:



THE
THAI FARMERS BANK PUBLIC COMPANY LIMITED 



	By:	/s/  AUTHORIZED AGENT      
	 	 	 
	Name:	 	 	 	 
	

Title:	

 	
 	

 	

 





	

Address:	

1 Thai Farmers Lane

Ratburana Road

Bangkok 10140, Thailand
	Telephone:	66(2) 470 2884, 470 2337
	Fax:	66(2) 470 2948, 470 2399
	Attention:	Corporate Client Relationship Department





BANK
OF AYUDHYA PUBLIC COMPANY LIMITED 



	By:	/s/  AUTHORIZED AGENT      
	 	 	 
	Name:	 	 	 	 
	

Title:	

 	
 	

 	

 





	

Address:	

1222 Rama III Road

Bangpongpang, Yannawa

Bangkok 10120, Thailand
	Telephone:	66(2) 296 3737
	Fax:	66(2) 683 1264
	Attention:	Special Project Credit Department




75





 

ARRANGER:



THE
THAI FARMERS BANK PUBLIC COMPANY LIMITED 



	By:	/s/  AUTHORIZED AGENT      
	 	 	 
	Name:	 	 	 	 
	

Title:	

 	
 	

 	

 





	

Address:	

1 Thai Farmers Lane

Ratburana Road

Bangkok 10140, Thailand
	Telephone:	66(2) 470 2884, 470 2337
	Fax:	66(2) 470 2948, 470 2399
	Attention:	Corporate Client Relationship Department





FACILITY
AGENT: 


BANK
OF AYUDHYA PUBLIC COMPANY LIMITED 



	By:	/s/  AUTHORIZED AGENT      
	 	 	 
	Name:	 	 	 	 
	

Title:	

 	
 	

 	

 





	

Address:	

122 Rama III Road

Bangpongpang, Yannawa

Bangkok 10120, Thailand
	Telephone:	(662) 296 4787
	Fax:	(662) 683 1324
	Attention:	Investment Banking Department





SECURITY
AGENT: 


THE
THAI FARMERS BANK PUBLIC COMPANY LIMITED 



	By:	/s/  AUTHORIZED AGENT      
	 	 	 
	Name:	 	 	 	 
	

Title:	

 	
 	

 	

 





	

Address:	

1 Thai Farmers Lane

Ratburana Road

Bangkok 10140, Thailand
	Telephone:	66(2) 470 2884, 470 2337
	Fax:	66(2) 470 2948, 470 2399
	Attention:	Corporate Client Relationship Department




76









QuickLinks



Exhibit 10.1



CONTENTS


SECTION I: DEFINITIONS AND INTERPRETATION


SECTION II: THE FACILITIES

SECTION III: TRANCHE A FACILITY



SECTION IV: TRANCHE B FACILITIES


SECTION V TRANCHE C FACILITY

SECTION VI: TRANCHE D FACILITY

SECTION VII: TRANCHE E FACILITY

SECTION VIII: PREPAYMENT AND CANCELLATION

SECTION IX: PAYMENTS, TAXES AND DEFAULT INTEREST


SECTION X: CHANGES IN CIRCUMSTANCES

SECTION XI: REPRESENTATIONS AND UNDERTAKINGS



SECTION XII: DEFAULT AND INDEMNITY

SECTION XIII: SET-OFF AND SECURITY SHARING ARRANGEMENTS

SECTION XIV: THE AGENTS AND THE ARRANGER



SECTION XV: AMENDMENTS, ASSIGNMENTS AND TRANSFERS

SECTION XVI: FEES AND EXPENSES

SECTION XVII: MISCELLANEOUS

SECTION XVIII: LAW

SCHEDULE 1 Lenders and Commitments


SCHEDULE 2 Conditions Precedent Documents to Facilities

SCHEDULE 3 Part I Form of Drawing Notice



Part II Form of Receipt

SCHEDULE 4 Certificate of Borrower

SCHEDULE 5 Certificate of Guarantor [Letterhead of ACT Manufacturing, Inc. (the Company)] Certificate of Secretary of ACT Manufacturing, Inc.



EXHIBIT C [Letterhead of ACT Manufacturing, Inc. (the Company)] Resolutions of the Board of Directors

SCHEDULE 6 Form of Transfer Certificate

TRANSFER CERTIFICATE

The Schedule

SCHEDULE 7 List of Asset and Property to be Granted as Security

SCHEDULE 8 List of Bank Accounts [OMMITED]


ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED DETAILS OF BANK ACCOUNT AS OF FEBRUARY 2001

ACT MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED DETAILS OF BANK ACCOUNT AS OF February 2001



SIGNATURE PAGE