Exhibit 10.2


AMENDED AND RESTATED SECOND  CREDIT FACILITIES AGREEMENT


This Agreement is made to be effective from 19 December 2006 (the “Effective Date of this Agreement”)


AMONG


INNOVEX (THAILAND) LIMITED (Registration No. Bor Aor Chor. Lor Por 253) with its head office located at No. 79 Moo 4 Export Industrial Zone 2, Northern Industrial Estate, Baan Klang Sub-district, Muang Lampoon District, Lampoon Province (hereinafter referred to as the “Borrower”)


BANK OF AYUDHYA PUBLIC COMPANY LIMITED
(“Bank of Ayudhya”) as the Facility Agent (hereinafter referred to
in this Agreement as the “Facility Agent”)


TMB BANK PUBLIC COMPANY LIMITED (“TMB Bank”) as the Security Agent (hereinafter referred to as the “Security Agent”).


AND


BANK OF AYUDHYA PUBLIC COMPANY LIMITED and TMB BANK PUBLIC COMPANY LIMITED as the Creditors (hereinafter referred to collectively as the “Creditors” and individually as “Creditor”).


WHEREAS

	
  
(A)
  	
  
The Borrower entered into   the Credit Facilities Agreement dated 23 April 2001 (the “Credit Facilities Agreement dated 23 April 2001”) with the Facility   Agent, the Security Agent and the Creditors.
  
	
   
  	
  
 
  
	
  
(B)
  	
  
The Borrower entered into   (i) the Supplemental Agreement to the Credit Facilities Agreement dated 23   April 2001 on 1 March 2002 with the Facility Agent, the Security Agent and   the Creditors (the “First Supplemental   Agreement to the Credit Facilities Agreement”) and (ii) the Second   Supplemental Agreement to the Credit Facilities Agreement dated 23 April 2001   on 28 February 2003 with the Facility Agent, the Security Agent and the   Creditors (the “Second Supplemental   Agreement to the Credit Facilities Agreement”).  The Credit Facilities Agreement dated 23   April 2001, the First Supplemental Agreement to the Credit Facilities   Agreement and the Second Supplemental Agreement to the Credit Facilities   Agreement hereinafter referred to as the “Credit   Facilities Agreement”.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
The Borrower entered into   the Second Credit Facilities Agreement dated 11 June 2004 (the “Second Credit Facilities Agreement dated 11 June   2004”) with the Facility Agent, the Security Agent and the   Creditors in order to amend the Credit Facilities Agreement and reinstated   all supplemental agreements to the Credit Facilities Agreement and become   this Agreement.
  










	
  (D)
  	
  
The Borrower entered into   the Supplemental Agreement to the Second Credit Facilities Agreement dated 11   June 2004 on 30 June 2005 with the Facility Agent, the Security Agent and the   Creditors (the “Supplemental Agreement to   the Second Credit Facilities Agreement”) and the Borrower entered   into another supplemental agreement to the Second Credit Facilities Agreement   on 9 December 2005 with the Facility Agent, the Security Agent and the   Creditors (the “Second Supplemental   Agreement to the Second Credit Facilities Agreement”).  The Second Credit Facilities Agreement   dated 11 June 2004, the Supplemental Agreement to the Second Credit   Facilities Agreement and the Second Supplemental Agreement to the Second   Credit Facilities Agreement hereinafter referred to as the “Second Credit Facilities Agreement”.
  
	
  
 
  	
  
 
  
	
  
(E)
  	
  
The Borrower, the Facility   Agent, the Security Agent and the Creditors intend to enter into this Amended   and Restated Second Credit Facilities Agreement pursuant to the terms and   conditions of this Agreement.
  



The Borrower, the Facility Agent, the Security Agent and the Creditors have already studied this Agreement to understand the contents hereof and have obtained the necessary consultation and instruction from their counsels and are of the opinion that the contents of this Agreement are correct in accordance with their intention and have agreed to enter into this Agreement in accordance with the following details.

	
  1.
  	
  
Definition   and Interpretation
  




1.1           Unless the context required otherwise, all the words and terms provided in this Agreement have the following meanings:

	
  
 
  	
  
“Application for L/C and/or Application for the Utilization of T/R   Facility” means an application for L/C and/or an   application for the utilization of T/R facility in the standard form of each   Import and Export Credit Creditor;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Aggregate Debt” means all debts and   obligations of the Borrower at any time;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Auditor” means any authorized auditor of   Grant Thornton or other independent audit firm appointed by the Borrower with   the consent of the Creditors;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Authorized Director” means one or more   directors who are authorized to sign and affix the company seal to bind the   limited company in accordance with their authorization registered with the   registrar of the partnerships and corporations, Department of Business   Development, Ministry of Commerce;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Authorized Officer” means any one or more   persons authorized by the Authorized Director of a company to act and sign to   bind the company;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Availability Period for Letter of Guarantee Facility”   means
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(1)
  	
  
For the   General Letter of Guarantee Facility, the period commencing from the   Effective Date of the Second Credit Facilities Agreement and expiring on the   earlier of the date (a) Bank of Ayudhya has no obligation to provide the   General Letter of Guarantee Facility to the Borrower pursuant to the terms of   this Agreement and/or the Documents for the Utilization of Letter of   Guarantee Facility, or (b) Bank of Ayudhya agrees with the Borrower; and
  










	
  
 
  	
  
(2)
  	
  
For the   Letter of Guarantee Facility for Usage of Electricity, the period commencing   from the Effective Date of the Supplemental Agreement to the Second Credit   Facilities Agreement and expiring on the earlier of the date (a) the Letter   of Guarantee Creditors have no obligation to provide the Letter of Guarantee   Facility for Usage of Electricity to the Borrower pursuant to the terms of   this Agreement and/or the Documents for the Utilization of Letter of   Guarantee Facility or (b) the Letter of Guarantee Creditors agree with the   Borrower;
  





	
   
  	
  
“Availability Period for L/C, T/R and S/G Facility”   means the period commencing from the Effective Date of the Supplemental   Agreement to the Second Credit Facilities Agreement and expiring on the   earlier of the date (a) the Import and Export Credit Creditors have no   obligation to provide the L/C, T/R and S/G Facility to the Borrower under   this Agreement and/or the Application for L/C and/or Application for the   Utilization of T/R Facility or (b) Import and Export Credit Creditors agree   with the Borrower;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Availability Period for Long Term Facility Portion 1”   means the period commencing from the Effective Date of this Agreement and   expiring on the last Banking Day of June 2004;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Availability Period for Long Term Facility Portion 2”   means the period commencing from the Effective Date of this Agreement and   expiring on the earlier of (a) 31 March 2006 or (b)  the date the Long Term Creditors have no obligation to provide   Long Term Facility Portion 2 to the Borrower or (c) the Long Term Creditors   agree with the Borrower;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Availability Period for Packing Credit Facility and/or Export Bill   Purchase Facility under the Credit Facilities Agreement” means
  





	
  
 
  	
  
          (1)          For   Packing Credit Facility and/or Export Bill Purchase Facility under the Credit   Facilities Agreement pursuant to Clause 2.1.3.1(a) of this Agreement, the   period commencing from the Effective Date of the Credit Facilities Agreement   and expiring on the earlier of  the   date (a) the Import and Export Credit Creditors have no obligation to provide   the Packing Credit Facility and/or Export Bill Purchase Facility under the   Credit Facilities Agreement to the Borrower pursuant to Clause 2.1.3.1(a) of   this Agreement and/or the Documents for the Utilization of Packing Credit   Facility and/or Export Bill Purchase Facility or (b) the Import and Export   Credit Creditors agree with the Borrower;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (2)          For   Packing Credit Facility and/or Export Bill Purchase Facility under the Credit   Facilities Agreement pursuant to Clause 2.1.3.1 (b)  of this Agreement, the period commencing from the Effective   Date of the First Supplemental Agreement to the Credit Facilities Agreement   and expiring on the earlier of the date (a) the Import and Export Credit   Creditors have no obligation to provide the Packing Credit Facility and/or   Export Bill Purchase Facility under the Credit Facilities Agreement to the   Borrower pursuant to Clause 2.1.3.1 (b)    of this Agreement and/or the Documents for the Utilization of Packing   Credit Facility and/or Export Bill Purchase Facility or (b) the Import and   Export Credit Creditors agree with the Borrower;
  





	
  
 
  	
  
“Availability   Period for Packing Credit Facility and/or Export Bill Purchase Facility under   the Second Credit Facilities Agreement” means the period commencing from the   Effective Date of the Second Credit Facilities Agreement and expiring on the   earlier of the date  (a) the Import   and Export Credit Creditors have no obligation to provide Packing Credit   Facility and/or Export Bill Purchase Facility under the Second Credit   Facilities Agreement to the Borrower under this Agreement and/or the   Documents for the Utilization of    Packing Credit Facility and/or Export Bill Purchase Facility or (b)   the Import and Export Credit Creditors agree with the Borrower;
  










	
  
 
  	
  
“Availability Period for Overdraft Facility”   means the period commencing from the Effective Date of the Credit Facilities   Agreement and expiring on the earlier of    the date (a) Bank of Ayudhya has no obligation to provide the   Overdraft Facility to the Borrower pursuant to the terms of this Agreement   and/or the Documents for the Utilization of Overdraft Facility, or (b) Bank   of Ayudhya agrees with the Borrower;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Availability Period for Short Term Working Capital Facility under   the Credit Facilities Agreement” means the period   commencing from the Effective Date of the Credit Facilities Agreement and   expiring on the earlier of  the date   (a) TMB Bank has no obligation to provide the Short Term Working Capital   Facility under the Credit Facilities Agreement to the Borrower pursuant to   the terms of this Agreement and/or the Documents for the Utilization of Short   Term Working Capital Facility, or (b) TMB Bank agrees with the Borrower;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Availability Period for Short Term Working Capital Facility under   the Second Credit Facilities Agreement” means the   period commencing from the Effective Date of this Agreement and expiring on   the earlier of the date (a) Bank of Ayudhya has no obligation to provide the   Short Term Working Capital Facility under the Second Credit Facilities   Agreement to the Borrower under this Agreement and/or the Documents for the   Utilization of Short Term Working Capital Facility or (b) Bank of Ayudhya agrees   with the Borrower;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Average Deposit Rate” means the average of   the interest rate per annum quoted by Bank of Ayudhya and TMB Bank to be   payable to its customers for the twelve (12) months fixed deposit in Baht.
  
	
  
 
  	
  
 
  
	
   
  	
  
“Average MLR” means an annual interest rate   specified by the Facility Agent by using the annual interest rate that each   Creditor used to calculate the interest for the long term debt in Baht from   the prime customers of each Creditor;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Baht Currency” or “Baht” means the lawful currency of   Thailand;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Banking Day” means the day the Creditors   open for business in Bangkok (except Saturdays, Sundays and other holidays of   the financial institutions announced by the Bank of Thailand);
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Capital Expenditure Plan” means the Capital   Expenditure Plan during the years 2004-2006 as illustrated in Attachment 12   and as amended from time to time by the parties;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Commitment Percentage” means the commitment   percentage or portion of each Creditor as specified in Attachment 1;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Creditors” means all the financial   institutions specified in Attachment 1 and the “Creditor” means each financial   institution specified in Attachment 1;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Debt” and “Indebtedness”   means all debts and obligations of the Borrower under this Agreement and the   Transaction Documents whether existing debt, future debt or conditional debt   including the obligation of the Borrower to repay the money to the Creditors   under the Transaction Documents;
  
	 
	 

	
  
 
  	
  
“Debt Service Coverage Ratio” means the ratio of EBITDA divided by debt determined as at the end of each twelve (12) months period of the  Borrower’s financial year.  For the purpose of 
  











	
  
 
  	
  
 this   definition, “debt” means the current portion of principal payable on all   outstanding loan of Long Term Facilities under this Agreement, loan under   long term facility under the Third Credit Facilities Agreement and loan under   any long term facility (if any) (excluding subordinated loan provided by   Innovex Group Companies) and interest expenses relevant to each twelve (12)   months period of the Borrower’s financial year.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Debt    Service   Reserve
Account” means Savings Account No. 318-1-12267-1, an interest bearing
account of the Borrower opened  and maintained with the Lamphun branch of
the Facility Agent;
 
	
  
 
  	
  
 
  
	
  
 
  	
  
“Default Interest Rate” means the maximum   interest rate applicable to the general customers who breach any condition   specified by Bank of Ayudhya and/or TMB Bank under the notification of the   Bank of Thailand relating to the specification for commercial banks to   perform in relation to interest and discount which, on the Effective Date of   this Agreement, the Default Interest Rate of Bank of Ayudhya is at the rate   of   fifteen  (15) percent per annum and the Default Interest Rate of TMB   Bank is at the rate of   fifteen point   five (15.5) percent  per annum but can   be changed as announced, from time to time, by Bank of Ayudhya and/or TMB   Bank;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Deposit Account” means a savings account,   account No. 318-1-27279-9, opened and maintained with the Lamphun branch of   the Facility Agent for the purpose of depositing the Borrower’s fund drawn   under the Long Term Facility Portion 1 pursuant to Clause 4.1.1 of this   Agreement.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Documents for the Utilization of Letter of Guarantee Facility”   means application for the utilization of letter of guarantee facility and/or   documents or agreements which are used for the utilization of letter of   guarantee facility in the form and substance specified by each Import and   Export Credit Creditor;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Documents for the Utilization of Overdraft Facility”   means application for the utilization of overdraft and/or documents or   agreements which are used for the utilization of overdraft Facility   (including overdraft agreement) previously entered into by the Borrower and   to be entered into by the Borrower in the form and substance specified by   Bank of Ayudhya in addition to the Documents for the Utilization of Overdraft   Facility previously entered into by the Borrower;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Documents for the Utilization of Packing Credit Facility and/or   Export Bill Purchase Facility” means application for   the utilization of Packing Credit and/or Export Bill Purchase Facility and/or   any documents, instruments, Promissory Notes, purchase order or other   agreements which are used for the utilization of Packing Credit Facility   and/or Export Bill Purchase Facility previously entered into by the Borrower   and to be entered into by the Borrower in the form and substance acceptable   to the relevant Import and Export Credit Creditor(s) in addition to the Documents   for the Utilization of Packing Credit Facility and/or Export Bill Purchase   Facility previously entered into by the Borrower;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Documents for the Utilization of Short Term Working Capital   Facility” means application for the utilization of   Short Term Working Capital Facility and/or any documents, instruments,   Promissory Notes or other agreements which are used for the utilization of   the
  










	
  
 
  	
  
Short Term   Working Capital Facility previously entered into by the Borrower and to be   entered into by the Borrower in the form and substance specified by the   relevant Working Capital Creditor(s) in addition to the Documents for the   Utilization of Short Term Working Capital Facility previously entered into by   the Borrower;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Drawdown” and “drawdown” mean an act of borrowing and other utilization of   Facility under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Drawdown Schedule” means the drawdown   schedule for the Long Term Facility Portion 2 as specified in Attachment   10;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“EBIT” means, for the relevant period,   revenues less operating expenses, but before interest expenses and income tax   and for the avoidance of doubt, the revenues shall not include unrealized   foreign exchange gain/loss;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“EBITDA” means, for the relevant period,   revenues less operating expenses, but before interest expenses, income tax,   depreciation and amortization and for the avoidance of doubt, the revenues   shall not include unrealized foreign exchange gain/loss;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Effective Date of the Credit Facilities Agreement”   means 23 April 2001;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Effective Date of the First Supplemental Agreement to the Credit   Facilities Agreement” means 1 March 2002;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Effective Date of the Second Supplemental Agreement to the Credit   Facilities Agreement” means 28 February 2003;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Effective Date of the Second Credit Facilities  Agreement” means   11 June 2004;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Effective Date of the Supplemental Agreement to the Second Credit   Facilities Agreement” means 30 June 2005;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Equity” means the equity of the Borrower   which includes paid-up share capital, share premiums, reserves, retained   earnings and also includes the subordinated loans provided by any  of    Innovex Group Companies to the Borrower in compliance with the form   and substance acceptable to the Creditors;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Equipment” means all equipment and appliances   installed or will be installed, imported or purchased locally or used in the   Project at present and in the future    including Registerable Equipment in accordance with the details   specified in Attachment 9 and any amendment thereof;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Equipment Mortgage Agreement” means the   agreement to mortgage the Registerable Equipment including the agreement   attached to the Equipment Mortgage Agreement in accordance with the form and   substance specified by the Security Agent;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Event of Default” means any event as   specified in Clause 12.1 as an event of default;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Existing Debt” means the Debt which is   already in existence at any time;
  










	
  
 
  	
  
“Facility” means the credit facilities   provided by the Creditors to the Borrower under this Agreement including Long   Term Facilities, Import and Export Credit Facility,  Working Capital Facility and Letter of Guarantee Facility;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Facility Limit of Each Creditor” means the   facility limit for Long Term Facilities,    Import and Export Credit Facility, Working Capital Facility and Letter   of Guarantee Facility provided by each Creditor to the Borrower under Attachment   1 under the name of each    Creditor, this facility limit may be reduced or cancelled under the   term of  this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Financial Statements” means balance sheet,   income statement, cashflow statement of the Borrower or the Guarantor (as the   case may be) together with the notes attached thereto including the   statements specifying the sources and uses of funds;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Fiscal Year” means the fiscal year of the   Borrower starting from 1 October and end on 30 September of every year;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Fourth Equipment Pledge Agreement” means   the Fourth Equipment Pledge Agreement dated 11 June 2004  made among the Borrower, Security Keepers,   Security Agent and the Creditors for the benefit of the Creditors in   accordance with the form specified in Attachment 9 of this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Fourth Guarantee Agreement” means the   Fourth Guarantee Agreement issued by the Guarantor to the Creditors in   accordance with the form of Attachment 13;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“General Letter of Guarantee Facility” means   the letter of guarantee facility as specified in Clause 2.1.5(a) and for the   purpose as specified in Clause 2.2.4;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Guarantor” means Innovex Inc which is an   ultimate parent company of the Borrower and/or the Innovex Group Companies;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Innovex Inc” means Innovex Inc. which is an   ultimate parent company of the Borrower established under the laws of   Minnesota, United States of America with its registered office at 5540 Pioneer   Creek Drive, Maple Plain, Minnesota, U.S.A.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Innovex Group Companies” means any company   registered in any jurisdiction which holds shares or have controlling power   or being controlled by or under common control with other companies, whether   directly or indirectly, in the Borrower; for the benefit of the foregoing,   the power to control, being controlled or under common control mean having   the power, whether directly or indirectly, to order or have the power to   designate the management or policies of such company whether by being the   holder of voting shares, by contract or otherwise;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Interbank Market” means London Interbank   Deposit Market (in case of LIBOR) or Singapore Interbank Deposit Market (in   case of SIBOR);
  
	
  
 
  	
  
 
 
	
   
  	
  
“Interest Coverage Ratio” means the ratio of   EBIT divided by interest determined as at the end of each twelve (12) months   period of the  Borrower’s financial   year.  For the purpose of this   definition, “interest” means the current portion of interest expenses   relevant to each twelve (12) months period of the Borrower’s financial year;
  










	
  
 
  	
  
“Interest Payment Date” means the day on   which the interest shall be due and payable under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Interest Period” means the interest period   as specified in Clause 5.1.4, Clause 5.1.5, Clause 5.2, Clause 5.3.2, Clause   5.3.3, Clause 5.3.5, Clause 5.6.2 and Clause 12.3;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Import and Export Credit Facility” means   (a) Packing Credit Facility and/or Export Bill Purchase Facility under the   Credit Facilities Agreement (b) Packing Credit Facility and/or Export Bill   Purchase Facility under the Second Credit Facilities Agreement and (c) L/C,   T/R and S/G Facility in Baht or foreign currency equivalent to Baht as   specified in Clause 2.1.3;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Import and Export Credit Facility Limit”   means the facility limit for the Import and Export Credit Facility as   specified in Attachment 1;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Import and Export Credit Creditors and “Import and Export Credit Creditor”   means the Import and Export Credit Creditors and each Import and Export Credit   Creditor (as the case may be) under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Land and Building” means the land and   building which are the location of the Project in accordance with the details   specified in Attachment 11;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Land and Building Mortgage” means the   agreement to mortgage the Land and Building to increase the mortgage value   including the agreement attached to the Land and Building Mortgage in   accordance with the form and substance specified by the Security Agent;
  
	
   
  	
  
 
  
	
  
 
  	
  
“L/C” means the letter of credit in the form   and substance specified by each Import and Export Credit Creditor and issued   by each Import and Export Credit Creditor pursuant to the L/C, T/R and S/G   Facility;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“L/C, T/R and S/G Facility” means the   facility provided to the Borrower in the form of issuing the letter of   credit, trust receipt facility and shipping guarantee and has the facility   limit as specified in Clause 2.1.3.;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Letter of Guarantee Creditors” and “Letter of Guarantee Creditor” means the   Letter of Guarantee Creditors and each Letter of Guarantee Creditor (as the   case may be) under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Letter of Guarantee Facility” means the   General Letter of Guarantee Facility and the Letter of Guaranatee Facility   for Usage of Electricity;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Letter of Guarantee Facility for Usage of Electricity”   means the letter of guarantee facility as specified in Clause 2.1.5(b) and   for the purpose as specified in Clause 2.2.4.;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“LIBOR” means, in relation to any relevant   sum and any relevant period, the rate determined by the Facility Agent on   behalf of the Creditors to be the arithmetic mean (rounded up if necessary to   the nearest integral multiple of 1/16%) of the offered rates quoted by the   Reference Banks to prime banks in the Interbank Market for the making of   deposits in United States Dollars during such relevant period, in an amount   comparable to the amount of the Loan and for a period comparable to the   length of the Interest Period, at or about 11.00 a.m. (London time) on the   second Banking Day before the first day of such relevant period;
  










	
  
 
  	
  
“Loan” means the aggregate principal amount   that the Long Term Creditors, Import and Export Credit Creditors and/or   Working Capital Creditors allow the Borrower to drawdown under this Agreement   and for the time being of outstanding under this Agreement;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Long Term Creditors” and “Long Term Creditor” mean the Long Term   Creditors and each Long Term Creditor (as the case may be) under this   Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Long Term Debt” means any debt that has a   repayment maturity of not less than one year;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Long Term Facilities” means the Long Term   Facility Portion 1 and Long Term Facility Portion 2;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Long Term Facility Portion 1” means the   facility in Baht as specified in Clause 2.1.1;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Long Term Facility Portion 2” means the   facility in Baht as specified in Clause 2.1.2;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“MOR” means an annual interest rate   specified by Bank of Ayudhya and/or TMB Bank using the annual interest rate   that Bank of Ayudhya and/or TMB Bank used to calculate the interest for   the  overdraft facility in Baht from   its prime customers which, on the Effective Date of this Agreement, the MOR   of Bank of Ayudhya is at the rate of    eight point five (8.5) percent per annum and MOR of TMB Bank is at the   rate of  eight point two five (8.25)   percent per annum but can be changed as announced from time to time by Bank   of Ayudhya and/or TMB Bank;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Notice of Commitment Percentage” means   the notice informing the Commitment Percentage for each Facility arranged by   the Facility Agent in accordance with the form specified in Attachment 4;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Notice of Drawdown” means the notice of   drawdown in the form specified in Attachment 2;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Overdraft Creditor” means Bank of Ayudhya;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Overdraft Facility” means the overdraft   facility that Bank of Ayudhya allows the Borrower to drawdown under this   Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Packing Credit Facility and/or Export Bill Purchase Facility”   means (a) Packing Credit Facility and/or Export Bill Purchase Facility under   the Credit Facilities Agreement and (b) Packing Credit Facility and/or Export   Bill Purchase Facility under the Second Credit Facilities Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Packing Credit Facility and/or Export Bill Purchase Facility under   the Credit Facilities Agreement” means the Packing   Credit Facility and/or Export Bill Purchase Facility in Baht or foreign   currency equivalent to Baht as specified in Clause 2.1.3.1;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Packing Credit Facility and/or Export Bill Purchase Facility under   the Second Credit Facilities Agreement” means the   Packing Credit Facility and/or Export Bill Purchase Facility under the Second   Credit Facilities Agreement in Baht or foreign currency equivalent to Baht as   specified in Clause 2.1.3.2;
  










	
  
 
  	
  
“Pledgees” means TMB Bank and Bank of   Ayudhya;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Pool Assets” means all assets of the   Borrower including trade debtor, note receivable, security, income from the   Insurance, money paid by other person to the Borrower, and other revenues   received by the Borrower under the conditions of this Agreement or other type   of the agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Project” means the project for the   manufacturing of Flexible Interconnect Assembles  and/or any products of the Borrower;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Promissory Note” means any promissory note   issued by the Borrower to the  Import   and Export Credit Creditor, Working Capital Creditor as an evidence for the   granting and/or drawing of that type of Facility to the Borrower and shall be   in accordance with the form specified by each Creditor;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Proportion of Debt” means the proportion of   the Existing Debt of the Borrower for each Creditor and all the Existing   Debts of the Borrower under the Long Term Facilities, Import and Export   Credit Facility, Working Capital Facility or Letter of Guarantee Facility (as   the case may be) at any time under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Prioritization Agreement” means the   Prioritization Agreement dated 23 April 2001 and the First Amendment to   Prioritization Agreement dated to be effective from 23 April 2001 executed by   the Guarantor, Creditors, U.S. Bank and Wells Fargo Bank;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Receipt” means the receipt issued by the   Borrower to each Creditor as evidence of the drawdown from  (a) the Long Term Facilities in accordance   with the form specified in Attachment 3 (b) the Import and Export   Credit Facility in accordance with the form specified in Attachment 3.1,   and (c) the Working Capital Facility in accordance with the form specified in   Attachment 3.2;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Reference Banks” means British Bankers   Association in the case of LIBOR   and   Association of Banks in Singapore in the case of SIBOR, the quotation of   which as appears on the screen of RAUTERS Financial Services;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Repayment Date” means the day on which the   loan shall be repaid as specified in Clause 6 of this Agreement and under Attachment   6 (as the case may be);
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Repayment Schedule” means the repayment   schedule for  Long Term Facility Portion 1  under the conditions specified in Clause   6.1.1(a) and Attachment 6.1 and the repayment schedule for Long Term   Facility Portion 2 under the conditions specified in Clause 6.1.1(b) and Attachment   6.2 ;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Registerable Equipment” means all the   equipment located in the Project which is capable of registration under the   Machinery Registration Acts B.E. 2514 (including any amendment thereof);
  
	
   
  	
  
 
  
	
  
 
  	
  
“Security” means the security specified in   Clause 3.1, Clause 13 and Attachment 5 including the additional   security to be provided in addition to or as a substitution in the form and   value acceptable to the Creditors;
  










	
  
 
  	
  
“Security Keeper” means each of (a) Mr.   Nicholas Tomashot and/or (b) Mr. Kanchit Satarug who has the power to control   the Equipment for and on behalf of the Creditors in accordance with the   conditions set forth in Attachment 9;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Short Term Working Capital Facility under the Credit Facilities   Agreement” means the short term working capital facility   that TMB Bank allows the Borrower to drawdown under the Credit Facilities   Agreement and/or this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Short Term Working Capital Facility under the Second Credit   Facilities Agreement” means the short term working   capital facility that Bank of Ayudhya allows the Borrower to drawdown under   this Agreement;
  
	
   
  	
  
 
  
	
  
 
  	
  
“SIBOR” means, in relation to any relevant   sum and any relevant period, the rate determined by the Facility Agent on   behalf of the Creditors to be the arithmetic mean (rounded up if necessary to   the nearest integral multiple of 1/16%) of the offered rates quoted by the   Reference Banks to prime banks in the Interbank Market for the making of   deposits in United States Dollars during such relevant period, in an amount   comparable to the amount of the Loan and for a period comparable to the   length of the Interest Period, at or about 11.00 a.m. (Singapore time) on the   second Banking Day before the first day of such relevant period;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
T/R” means trust receipt in the form and   substance specified by each Import and Export Credit Creditor pursuant to the   L/C, T/R and S/G Facility;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Third Guarantee Agreement” means the Third   Guarantee Agreement issued by the Guarantor to the Creditors in accordance   with the form of Attachment 8 as a security of the Debt of the   Borrower under the Credit Facilities Agreement and this Agreement;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Third Credit Facilities Agreement” means   the Third Credit Facilities Agreement between the Borrower, the Facility   Agent, the Security Agent and the Creditors dated 19 December 2006 and the   transaction documents under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Transaction Documents” means this   Agreement, and agreements, documents and other agreements relating to the   utilization of the Facility under this Agreement including all the documents   relating to the Security, the Third Guarantee Agreement, the Fourth Guarantee   Agreement, Land and Building Mortgage Agreement, the Fourth Equipment Pledge   Agreement, Equipment Mortgage Agreement,    Documents for the Utilization of    Overdraft Facility, Documents for the Utilization of  Packing Credit Facility and/or Export Bill   Purchase Facility, Application for L/C and/or Application for the Utilization   of T/R Facility, L/C, T/R, Documents for the Utilization of Short Term   Working Capital Facility, Documents for the Utilization of Letter of   Guarantee Facility, Receipt and Promissory Notes;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“United States Dollars” and “US$” means the lawful currency of the   United States of America;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Utilized Amount” means the principal that   any Creditor allow the Borrower to drawdown or that any Creditor is deemed to   allow the Borrower to drawdown on each Utilization Date;
  










	
  
 
  	
  
“Utilization Date” means the date the   Borrower utilizes any type of Facility under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“U.S. Bank” means U.S. Bank National   Association, which is one of the banks which    provided credit facilities to the Guarantor or any of the Innovex   Group Companies other than the Borrower;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Wells Fargo Bank” means Wells Fargo Bank   Minnesota National Association, which is one of the banks which provided   credit facilities to the Guarantor or any of the Innovex Group Companies   other than the Borrower;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Withdrawal Notice” means the withdrawal   notice in the form specified in Attachment 7;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Working Capital Creditors” and “Working Capital Creditor” mean  the creditor(s) that provide the Short   Term Working Capital Facility under the Credit Facilities Agreement and/or   the Short Term Working Capital Facility under the Second Credit Facilities   Agreement  (as the case may be); and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Working Capital Facility” means the Short   Term Working Capital Facility under the Credit Facilities Agreement, the   Short Term Working Capital Facility under the Second Credit Facilities   Agreement and Overdraft Facility in Baht as specified in Clause 2.1.4.
  




1.2           Under this Agreement unless the context required otherwise

	
  
 
  	
  
(a)
  	
  
References to this   Agreement or Transaction Documents shall include annexes and attachments of   this Agreement or Transaction Documents and also includes this Agreement or   the Transaction Documents as amended and supplemented from time to time;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
The term   “Facility Agent”, “Security Agent” and “Creditor” are references to the   assignee or transferee of such person;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
The term “Law” or “law”   includes the codes, emergency decrees, constitution, statutes, acts, decrees,   emergency decrees, treaties,    conventions, guidelines and judgments (whether or not having the force   of laws) and also includes the laws of the countries other than Thailand.
  




	

1.3
	Contents, headings or names of this Agreement and the Transaction Documents are for the purpose of references only and will not be used for the interpretation of any terms of this Agreement or the Transaction Documents.

 
	

 
	 

 
	

1.4
	The terms and conditions under the Credit Facilities Agreement on or relating to Packing Credit Facility, Working Capital Facility and Security shall be repealed and replaced and superceded by the terms and conditions prescribed under this Agreement.

 




	
  
2.
  	
  
The   Facilities
  
	
  
 
  	
  
 
  
	
  
2.1
  	
  
Subject to the terms and conditions of this Agreement, the Facilities to be made available to the Borrower under this Agreement shall consist of:
 
	
  
 
  	
  
 
 




	
  
 
  	
  
2.1.1
  	
  
Long Term Facility Portion 1  the Baht loan facility provided by the   Long Term Creditors to the Borrower under the terms and conditions of this   Agreement for the aggregate amount of not exceeding Baht 400,000,000 (Four   Hundred Million Baht)
  










	
  
 
  	
  
2.1.2
  	
  
Long Term Facility Portion 2  the   Baht loan facility provided by the Long Term Creditors to the Borrower under   the terms and conditions of this Agreement for the aggregate amount of not   exceeding Baht 660,000,000 (Six Hundred and Sixty Million Baht).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.3
  	
  
Import and Export Credit Facility the   Baht and/or foreign currency equivalent to Baht facility as Import and Export   Credit Creditors provided to the Borrower under the terms and conditions of   this Agreement for the aggregate amount of not exceeding Baht 1,100,000,000   (One Thousand and One Hundred Million Baht) which consisted of the following   facilities:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.3.1
  	
  
Packing Credit Facility and/or Export Bill Purchase Facility under   the Credit Facilities Agreement
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
the Baht   and/or foreign currency equivalent to Baht facility as Import and Export   Credit Creditors agree but not exceeding the Import and Export Credit   Facility Limit  provided by Import and   Export Credit Creditors to the Borrower under the terms and conditions of   this Agreement for the aggregate amount of not exceeding Baht 530,000,000   (Five Hundred Thirty Million Baht).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
the facility   for the payment of expenses related to the business transaction with its   customers and/or Innovex Inc’s customers pursuant to purchase orders in Baht   and/or foreign currency equivalent to Baht for the  amount of not exceeding Baht 300,000,000 (Three Hundred Million   Baht) provided that each Import and Export Credit Creditor will provide   Packing Credit Facility and/or Export Bill Purchase Facility pursuant to this   sub-clause (b) in the amount not exceeding Baht 150,000,000 (One Hundred and   Fifty Million Baht).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.3.2
  	
  
Packing Credit Facility and/or Export Bill Purchase Facility under   the Second Credit Facilities Agreement
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
The Baht   and/or foreign currency equivalent to Baht facility as Import and Export   Credit Creditors agree but not exceeding the Import and Export Credit   Facility Limit provided by the Import and Export Credit Creditors to the   Borrower under the terms and conditions of this Agreement for the aggregate   amount of not exceeding Baht 270,000,000 (Two Hundred Seventy Million Baht).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.3.3
  	
  
L/C, T/R and S/G Facility
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Baht   and/or foreign currency equivalent to Baht facility as the Import and Export   Credit Creditors agree.  The L/C, T/R   and S/G Facility is a part of the Import and Export Credit Facility for the   aggregate amount of Baht 1,100,000,000 (One Thousand and One Hundred Million   Baht) and the Borrower has the right to utilize this facility only when the   Debt under the Import and Export Credit Facility (including the Debt under   this L/C, T/R and S/G Facility) of the Borrower at any time is not exceed   Baht 1,100,000,000 (One Thousand and One Hundred Million Baht) and the   Borrower has the right to utilize the L/C, T/R and S/G Facility for the   aggregate amount of not exceeding Baht 600,000,000 (Six Hundred Million Baht)   provided that each Import and Export Credit Creditor shall provide  the L/C, T/R and S/G Facility under this   sub-clause in the amount of not exceeding Baht 300,000,000 (Three Hundred   Million Baht).
  










	
  
 
  	
  
 
  	
  
The L/C   issued by Bank of Ayudhya dated 25 April 2005 in the amount of US$3,000,000   (Three Million United States Dollars) shall be considered as a part of L/C,   T/R and S/G Facility provided by Bank of Ayudhya under Clause 2.1.3.3 of this   Agreement and shall be under the terms and conditions of this Agreement
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.4
  	
  
Working Capital Facility  Baht   loan or overdraft provided by Working Capital Creditors to the Borrower under   the terms and conditions of this Agreement for the aggregate amount of not   exceeding Baht 100,000,000 (One Hundred Million Baht) divided into the   following type of the facility;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(1)
  	
  
Short Term Working Capital Facility under the Credit Facilities   Agreement    provided and/or continue to be provided by TMB Bank to the Borrower   for the amount not exceeding Baht 70,000,000 (Seventy Million Baht);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
Short Term Working Capital Facility under the Second Credit   Facilities Agreement to be provided by Bank of   Ayudhya to the Borrower for the amount not exceeding Baht 20,000,000 (Twenty   Million Baht);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
Overdraft Facility  provided   and/or continue to be provided by Bank of Ayudhya to the Borrower for the   amount not exceeding Baht 10,000,000 (Ten Million Baht).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.5
  	
  
Letter of Guarantee Facility consisted   of the following facilities:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
General Letter of Guarantee Facility the   letter(s) of guarantee to be provided by Bank of Ayudhya for the Borrower   under the terms and conditions of this Agreement for the amount not exceeding   Baht 5,000,000 (Five Million Baht).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
Letter of Guarantee for Usage of Electricity   the letter(s) of guarantee to be provided by the Letter of Guarantee   Creditors for the Borrower under the terms and conditions of this Agreement   for the amount not exceeding Baht 19,500,000 (Nineteen Million and Five   Hundred Thousand Baht) provided that the TMB Bank shall provide the facility   under this sub-clause in the amount of not exceeding Baht 8,500,000 (Eight   Million and Five Hundred Thousand Baht) and Bank of Ayudhya shall provide the   facility under this sub-clause in the amount of not exceeding Baht 11,000,000   (Eleven Million Baht).
  





	
  
2.2
  	
  
The Borrower   shall use the Facilities exclusively for the following purposes:
  
	
   
 	
   
 	
  
 
  
	
   
 	
  
2.2.1
  	
  
Long Term Facilities  The Borrower shall use the Long Term   Facility Portion 1 for the payment of expenses related to the Project and   shall use the Long Term Facility Portion 2 for the payment of expenses   related to the Project and as illustrated in the Capital Expenditure Plan.
  










	
  
 
  	
  
2.2.2
  	
  
Packing Credit Facility and/or Export Bill Purchase Facility   The Borrower shall use the Packing Credit Facility and/or Export Bill   Purchase Facility for the payment of expenses related to the Project and as   working capital for the Project.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.2.3
  	
  
Working Capital Facility  The Borrower shall use the Working Capital   Facility as working capital for the Project.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.2.4
  	
  
Letter of Guarantee Facility  The Borrower shall use the General Letter   of Guarantee Facility under Clause 2.1.5 (a) to guarantee its debts under   contracts to be entered into between the Borrower and government authorities   and/or companies including to guarantee its debts for usage of electricity as   approved by  Bank of Ayudhya, provided   always that the General Letter of Guarantee Facility under Clasue 2.1.5 (a)   shall not be used to guarantee the Borrower’s debts under any loan   transactions.  The Borrower shall use   the Letter of Guarantee Facility for Usage of Electricity under Clause 2.1.5   (b) to guarantee its debts for usage of electricity as approved by each   Letter of Guarantee Creditor.
  




	
  
2.3
  	
  
The fact that, for whatsoever reason, the Facility or any part thereof is not fully utilized by the Borrower or is unavailable to the Borrower shall neither affect nor  impair the liabilities of the Borrower to perform any and all of its obligations under this Agreement in full nor impose any obligation on any Creditor to provide the Borrower any  Facility other than the Commitment  Percentage of the Facility of each Credit  as specified in this Agreement.

	
  
 
  	
  
 

	
  
2.4
  	
  
Failure by a Creditor to perform its obligation under this Agreement shall not release other Creditor, Facility Agent, Security Agent or the Borrower from their respective obligations under this Agreement nor shall any Creditor, Security Agent or Facility Agent be liable in any respect for the failure of such Creditor to perform its obligation under this Agreement.  In the event of any circumstance as specified above has happened, other Creditor will arrange the consultation with the Borrower immediately to find a possible remedy for such circumstance.





	
  
3.
  	
  
Conditions   Precedent
  
	
  
 
  	
  
 
  
	
  
3.2
  	
  
General Conditions Precedent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
In addition   to other conditions specified in this Agreement, the Creditors are bound to   provide the Facility to the Borrower under this Agreement when the Facility   Agent is of  the opinion that the   Borrower and the Guarantor have fulfilled the conditions precedent as   specified in Attachment 5 completely not less  than seven (7)  Banking Days before the first Utilization Date under this   Agreement or if the Facility Agent has waived any condition precedent in   writing before or on the first Utilization Date under this Agreement.
  
	
   
  	
  
 
  
	
  
    3.3
  	
  
    Conditions Precedent for   the utilization of Long Term Facilities, Import and Export Credit   Facility,  Working Capital Facility   and Letter of Guarantee Facility
  
	
  
 
  	
  
 
  
	
  
 
  	
  
In addition   to other conditions specified in this Agreement, the Long Term Creditors,   Import and Export Credit Creditors, Working Capital Creditors and the Letter   of Guarantee Creditor are bound to provide the Long Term Facilities, Import   and Export Credit Facility, Working Capital Facility and Letter of Guarantee   Facility to the Borrower under this Agreement when the Facility Agent is of   the opinion that the Borrower has fulfilled the conditions precedent as
  










	
  
 
  	
  
specified   under this clause in full not less than three (3) Banking Days before the   Utilization Date  for the Long Term   Facilities, Utilization Date for Import and Export Credit Facility,  Utilization Date for Working Capital   Facility or Utilization Date for Letter of Guarantee Facility (as the case   may be)  or when the Facility Agent   has waived any condition precedent to the Borrower in writing before or on   the Utilization Date for Long Term Facilities, Utilization Date for Import   and Export Credit Facility,    Utilization Date for Working Capital Facility or Utilization Date for   Letter of Guarantee Facility (as the case may be).  The conditions precedent for Long Term Facilities, Import and   Export Credit Facility, Working Capital Facility and Letter of Guarantee   Facility are as follows:
  





	
  
 
  	
  
3.2.1
  	
  
Events which are   conditions precedent for Long Term Facilities, Import and Export Credit   Facility,  Working Capital Facility   and Letter of Guarantee Facility
  





	
  
 
  	
  
 
  	
  
(a)
  	
  
all representations and   warranties made by the Borrower and the Guarantor (as the case may be) under   Clause 10 and under other Transaction Documents are true and correct as if   made or provided on that proposed Utilization Date;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(b)
  	
  
The Borrower and the   Guarantor (as the case may be) are in compliance with the conditions   precedent as specified in Clause 3.1 completely and/or being waived in   writing by the Facility Agent;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
The Borrower and the   Guarantor (as the case may be and to the extent applicable) have fulfilled   the affirmative covenants and negative covenants provided under Clause 11 of   this Agreement and/or provided pursuant to any other Transaction Documents   and there is no Event of Default which has happened or may happen which has   not been waived as a result of the utilization of Long Term Facilities,   Import and Export Credit Facility, Working Capital Facility and Letter of   Guarantee Facility (as the case may be);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
The Transaction Documents,   authorizations, permits or other documents of the same kind as specified in Attachment   5 are in full force and effect and has not been cancelled or amended in   the way which is not acceptable to the Long Term Creditors, Import and Export   Credit Creditors or Working Capital Creditors or Letter of Guarantee Creditor   (as the case may be).
  





	
  
 
  	
  
3.2.2
  	
  
Documents which are   conditions precedent for the utilization of Long Term Facility Portion 1
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Facility Agent has   received the following documents within the time specified in Clause 3.1   above.
  





	
  
 
  	
  
 
  	
  
(a)
  	
  
a Notice of Drawdown for   that drawdown; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
the Transaction Documents,   other documents relating to this Agreement or related to the Borrower or   other parties as requested by Long Term Creditors.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Borrower shall deliver   the documents specified in Clause 3.2.2 to the Facility Agent with sufficient   copies for the Creditors (one copy for each Long Term Creditor of which the   Facility Agent will keep the original of all the documents).  For the copies of all documents, the   Borrower will arrange for its Authorized Director or Authorized Officer to   certify each document as true and correct copy and in full force on the date   of the certification of such documents.
  





	
   
  	
  
3.2.3
  	
  
Documents which are   conditions precedent for the utilization of Long Term Facility Portion 2
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Facility Agent has   received the following documents within the time specified in Clause 3.1   above.
  





	
  
 
  	
  
 
  	
  
(a)
  	
  
a Notice of Drawdown for   that drawdown;
  










	
   
  	
  
 
  	
  
(b)
  	
  
Commercial Invoices in   relation to the Project; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
the Transaction Documents,   other documents relating to this Agreement or related to the Borrower or   other parties as requested by the Long Term Creditors.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Borrower shall deliver   the documents specified in Clause 3.2.3 to the Facility Agent with sufficient   copies for the Creditors (one copy for each Long Term Creditor of which the   Facility Agent will keep the original of all the documents).  For the copies of all documents, the   Borrower will arrange for its Authorized Director or Authorized Officer to   certify each document as true and correct copy and in full force on the date   of the certification of such documents.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.2.4
  	
  
Documents which are   conditions precedent for each utilization of the Packing Credit Facility   and/or Export Bill Purchase Facility.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Before the utilization of   each Packing Credit Facility and/or Export Bill Purchase Facility, each   Import and Export Credit Creditor will receive the Documents for the   Utilization of Packing Credit Facility and/or Export Bill Purchase Facility   and Promissory Note which is duly signed by the Authorized Director of the   Borrower and proper stamp duties have already been affixed.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.2.5
  	
  
Documents which are   conditions precedent for each utilization of the Working Capital Facility.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Before the utilization of   each Working Capital Facility, each Working Capital Creditor will receive the   Documents for the Utilization of Short Term Working Capital Facility (in   Baht) and the Promissory Note which is duly signed by the Borrower and proper   stamp duties have already been affixed.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.2.6
  	
  
Documents which are   conditions precedent for each utilization of the Overdraft Facility.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Before the  utilization of Overdraft Facility, Bank of   Ayudhya will receive the Documents for the Utilization of the Overdraft   Facility (which includes overdraft agreement) (if necessary in addition to   the Documents for the Utilization of the Overdraft Facility previously   entered into by the Borrower) duly signed by the Authorized Director of  the    Borrower and proper stamp duties are affixed and in case for the   extension of each additional Overdraft Facility, the Borrower will affix   proper stamp duties as specified by Bank of Ayudhya.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.2.7
  	
  
Documents which are   conditions precedent for utilization of the Letter of Guarantee Facility.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Before the first   utilization of Letter of Guarantee Facility, each Letter of Guarantee   Creditor will receive the Documents for the Utilization of Letter of   Guarantee Facility which is duly signed by the Authorized Director of the   Borrower and proper stamp duties have already been affixed.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.2.8
  	
  
Documents which are conditions   precedent for utilization of the L/C, T/R and S/G Facility
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Before the first   utilization of L/C, T/R and S/G Facility, each Import and Export Credit   Creditor will receive the Application for L/C and/or Application for the   Utilization of T/R Facility and/or application in relation to shipping   guarantee duly signed by the Borrower.    For the L/C credit that Borrower received from Bank of Ayudhya   pursuant to the second paragraph of Clause 2.1.3.3, Bank of Ayudhya shall   receive Application for L/C and/or Application for the Utilization of T/R   Facility duly signed by the Authorized Director of the Borrower on the   Effective Date of the Supplemental Agreement to the Second Credit Facilities   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
For each utilization of   T/R, the Borrower shall issue the Promissory Note in the amount equal to the   amount of Debt under T/R which is duly signed by the Authorized Director of   the Borrower and proper stamp duties have already been affixed and submit the   Promissory Note to each Import and Export Credit Creditor as requested by   each Import and Export Credit Creditor and in accordance with the requirement   of Clause 4.2.3.
  











	
  
4.
  	
  
Utilization   of Facility
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.1
  	
  
Utilization   of Long Term Facilities
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.1.1
  	
  
Utilization   of Long Term Facility Portion 1
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.1.1.1
  	
  
Subject to the terms of   Clauses 3.1 and 3.2 and other terms and conditions specified in this   Agreement or the Transaction Documents, the Borrower may utilize the Long   Term Facility Portion 1 in one lump sum within the Availability Period for   Long Term Working Capital Facility Portion 1.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.1.1.2
  	
  
Subject to the conditions   of Clause 2.1.1, the Borrower is entitled to drawdown the Long Term Facility   Portion 1 for the aggregate amount of Baht 400,000,000 (Four Hundred Million   Baht).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.1.1.3
  	
  
After the Borrower has   drawndown the whole amount of the Long Term Facility Portion 1, the Borrower   is not entitled to drawdown such amount again.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.1.1.4
  	
  
The drawdown of the Long   Term Facility Portion 1 will be in compliance with the following conditions:
  






	
  
 
  	
  
 
  	
  
(a)
  	
  
The   Facility Agent has received a Notice of Drawdown from the Borrower not less   than five (5) Banking Days prior to the date of such drawdown;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
The   Borrower shall deliver the Receipt to the Facility Agent on the Utilization   Date specifying the total amount for such drawdown and the amount that each   Long Term Creditor provided to the Borrower under the Commitment Percentage   of each Long Term Creditor for all the Long Term Creditors.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.1.1.5
  	
  
(a)
  	
  
The Borrower shall deposit   the amount of the loan drawn under the Long Term Facility Portion 1 in the   Deposit Account.  The Borrower may   withdraw the amount of money from the Deposit Account on any Banking Day by   giving the Withdrawal Notice together with commercial invoices in relation to   the Project (if available) and/or other evidences showing the purpose of   withdrawal the money from the Deposit Account to the Facility Agent not less   than five (5) Banking Days prior to the date of withdrawal of money from the   Deposit Account.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(b)
  	
  
In   any event, the Borrower shall deliver the receipts in relation to the   Project, any proof of disbursement, documents necessary to register the mortgage   of the Registerable Equipment in relation to the Project and/or other   evidences showing the purpose of withdrawal the money from the Deposit   Account to the Facility Agent within two (2) weeks from the withdrawal date.
  





	
  
 
  	
  
4.1.2
  	
  
Utilization   of Long Term Facility Portion 2
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.1.2.1
  	
  
Subject to the terms of   Clauses 3.1 and 3.2 and other terms and conditions specified in this   Agreement or the Transaction Documents, the Borrower may utilize the Long   Term Facility Portion 2 on any Banking Days during the Availability Period   for Long Term Facility Portion 2 in accordance with the Drawdown Schedule.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.1.2.2
  	
  
Each drawdown of the Long   Term Facility Portion 2 will be in compliance with the following conditions:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
The Facility Agent has   received a Notice of  Drawdown and the   relevant commercial invoices in relation to the Project from the Borrower not   less than five (5) Banking Days prior to the date of such drawdown;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
The Borrower shall deliver   Receipt to the Facility Agent on each Utilization Date specifying the total   amount for such drawdown and the amount that each Long Term Creditor  provided to the Borrower under the  Commitment Percentage for each Long Term   Creditor  for all the Long Term   Creditors.
  










	
  
 
  	
  
 
  	
  
(c)
  	
  
Subject to the conditions   of Clause 2.1.2, the Borrower is entitled to drawdown Long Term Facility   Portion 2 for the aggregate amount of Baht 660,000,000 (Six Hundred Sixty   Million Baht) provided that the Borrower may utilize the Long Term Facility   Portion 2 in the amount not exceeding the amount equal to seventy (70)   percent of the value of investment in the Project.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
In case the Borrower has   drawndown Long Term Facility Portion 2 in full during the Availability Period   for Long Term Facility Portion 2, the Borrower is not entitled to drawdown   such amount again.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
4.1.3
  	
  
A Notice   of Drawdown issued by the Borrower shall be irrevocably binding on the   Borrower to act in compliance with such notice.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In case the Borrower   issues a Notice of  Drawdown to the   Facility Agent and there is no drawdown on the date specified  as Utilization Date due to the reason that   the Borrower fails to drawdown or the reason that the Borrower fails to   comply with any conditions specified in Clause 3 in full, the Borrower will   pay the money to the Long Term Creditors    upon request to remedy the damage, loss and expenses as a result   of  the failure to drawdown on such   date including the loss, interest margin, costs and expenses incurred from   the reallocation of  the amount   prepared for the providing of such Long Term Facilities  to the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.1.4
  	
  
Payment   of Loan by the Long Term Creditors
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Subject to the terms and   conditions of this Agreement, for the drawdown of Long Term Facility Portion 1   and each drawdown of  Long Term   Facility Portion 2, the Facility Agent will issue the Notice of Commitment   Percentage to inform each Long Term Creditor of the amount of money that such   Long Term Creditor  has to provide to   the Borrower in compliance with the Commitment Percentage of the Facility of   such Long Term Creditor  for the Long   Term Facility Portion 1 or the Long Term Facility Portion 2 (as the case may   be) no later than two (2) Banking Days prior to the Utilization Date and   within 10.00 a.m. of the Utilization Date that the Borrower is allowed to   drawdown the Long Term Facility Portion 1 or the Long Term Facility Portion 2   (as the case may be), each Long Term Creditor will deliver the amount   specified by the Facility Agent by transferring the money to  the Deposit Account in case of the   utilization under
the Long Term Facility Portion 1 or the Borrower’s account   in case of the utilization of the Long Term Facility Portion 2 (in which case   the Long Term Creditor will deliver copy of    the transfer slip to the Facility Agent within the Utilization Date)   or deliver cashier’s cheque under the name of  the Borrower dated the Utilization Date to the Facility Agent   for deposit in the Deposit Account in case of the utilization under the Long   Term Facility Portion 1 and the Borrower’s account in case of the utilization   under the Long Term Facility Portion 2.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
The parties clearly agree   that the Borrower will be deemed to receive the Loan when each Long Term   Creditor has delivered the amount of money in accordance with the Commitment   Percentage to  the Deposit Account in   case of the utilization under the Long Term Facility Portion 1 and the   account of the Borrower  in case of the   utilization under the Long Term Facility Portion 2 or delivered the cashier’s   cheque in the name of the Borrower dated the Utilization Date to the Facility   Agent which has deposited such funds in the Deposit Account in case of the   utilization under the Long Term Facility Portion 1 and the Borrower’s account   in case of the utilization under the Long Term Facility Portion 2 in   compliance with the condition of this Clause.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.2
  	
  
Utilization   of Packing Credit Facility and/or Export Bill Purchase   Facility
  
	
  
 
  	
  
 
  
	
  
 
  	
  
4.2.1
  	
  
Utilization   of Packing Credit Facility and/or Export Bill Purchase Facility under the   Credit Facilities Agreement for Packing Credit Facility and/or Export Bill   Purchase Facility under Clause 2.1.3.1 (a) and Clause 2.1.3.1 (b)
  










	
  
 
  	
  
 
  	
  
(a)
  	
  
Subject to Clauses 3.1 and   3.2 and other conditions specified in this Agreement or the Transaction   Documents, on any Banking Days during the Availability Period for Packing   Credit Facility and/or Export Bill Purchase Facility under the Credit Facilities   Agreement, the Borrower is entitled to utilize the Packing Credit Facility   and/or Export Bill Purchase Facility under the Credit Facilities Agreement   pursuant to Clauses 2.1.3.1 (a) and 2.1.3.1 (b)  in Baht and/or in other foreign currency which is equivalent to   Baht acceptable by each of the Import and Export Credit Creditors but not   exceeding the Facility Limit of each Import and Export Credit Creditor.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
For the utilization of the   Packing Credit Facility and/or Export Bill Purchase Facility under Clauses   2.1.3.1 (a) and 2.1.3.1 (b)  from each   Import and Export Credit Creditor, the Borrower shall execute the Documents   for the Utilization of Packing Credit Facility and/or Export Bill Purchase   Facility for such Import and Export Credit Creditor not less than two(2)   Banking Days before the Utilization Date for Packing Credit Facility and/or   Export Bill Purchase Facility under the Credit Facilities Agreement pursuant   to Clause 2.1.3.1 (a) and 2.1.3.1 (b) and shall deliver a Receipt to each Import   and Export Credit Creditor on each Utilization Date for Packing Credit   Facility and/or Export Bill Purchase Facility under the Credit Facilities   Agreement pursuant to Clause 2.1.3.1 (a) and 2.1.3.1 (b) and shall perform   the following actions:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(1)
  	
  
If the utilization of   Packing Credit Facility and/or Export Bill Purchase Facility under the Credit   Facility Agreement pursuant to Clause 2.1.3.1 (a) and 2.1.3.1 (b) is pursuant   to the purchase order of the Borrower’s customers, the Borrower shall submit   copies of such purchase orders certified true copies by the Borrower; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
If the utilization Packing   Credit Facility and/or Export Bill Purchase Facility under the Credit   Facility Agreement pursuant to Clause 2.1.3.1 (a) and 2.1.3.1 (b) is pursuant   to the purchase order of Innovex Inc’s customers, the Borrower shall submit   copies of such purchase orders certified true copies by Innovex Inc. and also   submit copies of purchase orders of Innovex Inc. which order the product from   the Borrower certified true copies by the Borrower.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
The above documents shall   be submitted to each Import and Export Credit Creditor not less than two (2)   Banking Days before the Utilization Date for Packing Credit Facility and/or   Export Bill Purchase Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
The maximum amount for the   Packing Credit Facility and/or Export Bill Purchase Facility under the Credit   Facilities Agreement pursuant to Clause 2.1.3.1 (a) of this Agreement that   the Borrower is entitled to utilize from the Import and Export Credit   Creditors is Baht 530,000,000 (Five Hundred Thirty Million Baht).  The maximum amount for the Packing Credit   Facility and/or Export Bill Purchase Facility under the Credit Facilities   Agreement pursuant to Clause 2.1.3.1 (b) of this Agreement that the Borrower   is entitled to utilize from the Import and Export Credit Creditors is Baht   300,000,000 (Three Hundred Million).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
The maturity of each   Packing Credit Facility and/or Export Bill Purchase Facility under the Credit   Facilities Agreement pursuant to Clauses 2.1.3.1 (a) and 2.1.3.1 (b) will not   exceed one hundred and eighty (180) days from the Utilization Date.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(e)
  	
  
Subject to the conditions   of Clause 4.2.1 (c) for any amount drawndown by the Borrower under the   Packing Credit Facility and/or Export Bill Purchase Facility under the Credit   Facilities Agreement pursuant to Clauses 2.1.3.1 (a) and 2.1.3.1 (b) and has   been prepaid or repaid by the Borrower, the Borrower is entitled to drawdown   such amount on a revolving basis under the terms and conditions set forth by   each Import and Export Credit Creditor under its Documents for the   Utilization of Packing Credit Facility and/or Export Bill Purchase Facility.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(f)
  	
  
The utilization of Packing   Credit Facility and/or Export Bill Purchase Facility under the Credit   Facilities Agreement pursuant to Clauses 2.1.3.1 (a) and 2.1.3.1 (b) of this   Agreement shall be in accordance with the conditions specified by each Import   and Export Credit Creditor and/or in accordance with the conditions specified   in the Documents for the Utilization of Packing Credit Facility and/or Export   Bill Purchase Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(g)
  	
  
The Borrower agrees that   the Borrower shall use its best efforts to utilize Packing Credit Facility   and/or Export Bill Purchase Facility from each Import and Export Credit   Creditor at the proportionate ratio of 1 (TMB Bank) to 1 (Bank of Ayudhya) or   other ratio specified, from time to time, by the Import and Export Credit   Creditors and shall prepare the reports for the drawdown of Packing Credit   Facility and/or Export Bill Purchase Facility and other Facilities to the   Facility Agent on the first and sixteenth days of each month under the   calendar year.
  










	
  
In case the amount of   Packing Credit Facility and/or Export Bill Purchase Facility utilized cannot   be proportionately maintained in accordance with the ratio specified above,   the Borrower shall divide the amount as close as possible to the   proportionate ratio specified above.
  
	
  
 
  
	
  
 
  	
  
4.2.2
  	
  
Utilization   of Packing Credit Facility and/or Export Bill Purchase Facility under the   Second Credit Facilities Agreement
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
Subject to Clauses 3.1 and   3.2 and other conditions specified in this Agreement or the Transaction   Documents, on any Banking Days during the Availability Period for Packing   Credit Facility and/or Export Bill Purchase Facility under the Second Credit   Facilities Agreement, the Borrower is entitled to utilize the Packing Credit   Facility and/or Export Bill Purchase Facility under the Second Credit   Facilities Agreement pursuant to Clause 2.1.3.2 in Baht and/or in other   foreign currency which is equivalent to Baht acceptable by each of the Import   and Export Credit Creditors but not exceeding the Facility Limit of each   Import and Export Credit Creditor.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
For the utilization of the   Packing Credit Facility and/or Export Bill Purchase Facility under the Second   Credit Facilities Agreement pursuant to Clause 2.1.3.2 from each Import and   Export Credit Creditor, the Borrower shall execute the Documents for the Utilization   of Packing Credit Facility and/or Export Bill Purchase Facility for such   Import and Export Credit Creditor and submit the relevant purchase order to   each of the Import and Export Credit Creditors not less than two (2) Banking   Days before the Utilization Date for Packing Credit Facility and/or Export   Bill Purchase Facility under the Second Credit Facilities Agreement pursuant   to Clause 2.1.3.2 and shall deliver a Receipt to each Import and Export   Credit Creditor on each Utilization Date for Packing Credit Facility and/or   Export Bill Purchase Facility under the Second Credit Facilities Agreement   under Clause 2.1.3.2 obtained from such Import and Export Credit Creditor and   shall
perform the following action:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(1)
  	
  
If the utilization of   Packing Credit Facility and/or Export Bill Purchase Facility under the Second   Credit Facility Agreement pursuant to Clause 2.1.3.2 is pursuant to the   purchase order of the Borrower’s customers, the Borrower shall submit copies   of such purchase orders certified true copies by the Borrower; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(2)
  	
  
If the utilization Packing   Credit Facility and/or Export Bill Purchase Facility under the Second Credit   Facility Agreement pursuant to Clause 2.1.3.2 is pursuant to the purchase   order of Innovex Inc’s customers, the Borrower shall submit copies of such   purchase orders certified true copies by Innovex Inc. and also submit copies   of purchase orders of Innovex Inc. which order the product from the Borrower   certified true copies by the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
The above documents shall   be submitted to each Import and Export Credit Creditor not less than two (2)   Banking Days before the Utilization Date for Packing Credit Facility and/or   Export Bill Purchase Facility.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
The maximum amount for the   Packing Credit Facility and/or Export Bill Purchase Facility under the Second   Credit Facilities Agreement pursuant to Clause 2.1.3.2 of this Agreement that   the Borrower is entitled to utilize from the Import and Export Credit   Creditors is Baht 270,000,000 (Two Hundred Seventy Million Baht) provided   that  Bank of Ayudhya will not provide   this Facility in the amount exceeding Baht 200,000,000 (Two Hundred Million   Baht) and TMB Bank will not provide this Facility in the amount exceeding   Baht 70,000,000 (Seventy Million Baht).    The Borrower may utilize the Packing Credit Facility and/or Export   Bill Purchase Facility under the Second Credit Facilities Agreement in the   amount not exceeding the amount equal to eighty (80) percent of the value of   purchase orders.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
The maturity of each   Packing Credit Facility and/or Export Bill Purchase Facility under the Second   Credit Facilities Agreement pursuant to Clause 2.1.3.2 will not exceed one   hundred and eighty (180) days from the Utilization Date.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(e)
  	
  
Subject to the conditions   of Clause 4.2.2 (c) for any amount drawndown by the Borrower under the   Packing Credit Facility and/or Export Bill Purchase Facility under the Second   Credit Facilities Agreement pursuant to Clause 2.1.3.2 and has been prepaid   or repaid by the Borrower, the Borrower is entitled to drawdown such   amount  on a revolving basis under the   terms and conditions set forth by each Import and Export Credit Creditor   under its Documents for the Utilization of Packing Credit Facility and/or   Export Bill Purchase Facility.
  










	
  
 
  	
  
 
  	
  
(f)
  	
  
The utilization of Packing   Credit Facility and/or Export Bill Purchase Facility under the Second Credit   Facilities Agreement pursuant to Clause 2.1.3.2 of this Agreement shall be in   accordance with the conditions specified by each Import and Export Credit   Creditor and/or in accordance with the conditions specified in the Documents   for the Utilization of Packing Credit Facility and/or Export Bill Purchase   Facility.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(g)
  	
  
The Borrower agrees that   the Borrower shall use its best efforts to utilize Packing Credit Facility   and/or Export Bill Purchase Facility from each Import and Export Credit   Creditor at the proportionate ratio of 1 (TMB Bank) to 1 (Bank of Ayudhya) or   the ratio specified by the Import and Export Credit Creditors and shall   prepare the reports for the drawdown of Packing Credit Facility and/or Export   Bill Purchase Facility and other Facilities to the Facility Agent on the   first and sixteenth days of each month under the calendar year.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
In case the amount of Packing   Credit Facility and/or Export Bill Purchase Facility utilized cannot be   proportionately maintained in accordance with the ratio specified above,   Borrower shall divide the amount as close as possible to the proportionate   ratio specified above.
  
	
  
 
  
	
  
 
  	
  
4.2.3
  	
  
Utilization   of L/C, T/R and S/G Facility
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
Subject to Clauses 3.1 and   3.2 and other conditions specified in this Agreement or the Transaction   Documents, on any Banking Days during the Availability Period for L/C, T/R   and S/G Facility, the Borrower is entitled to utilize the L/C, T/R and S/G   Facility pursuant to Clause 2.1.3.3 in Baht and/or in other foreign   currency which is equivalent to Baht acceptable to each of the Import and   Export Credit Creditor but not exceeding the Facility Limit of each Creditor   in relation to the L/C, T/R and S/G Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
The Borrower has the right   to utilize the L/C, T/R and S/G Facility several times subject to the amount   and conditions as specified in Clause 2.1.3.3.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(c)
  	
  
The Borrower shall utilize   the L/C, T/R and S/G Facility only for the purpose of purchasing raw material   and/or electronic components used in production process of the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
Subject to the conditions   of Clause 4.2.3 (e), the period of each L/C shall not exceed 180 days and the   period of each T/R shall not exceed 180 days from the utilization date of T/R   provided that the Borrower shall issue a Promissory Note for the period not   exceeding 180 days to each Import and Export Credit Creditor and deliver a   Receipt (in the form as specified in Attachment 3.1 (Receipt for the   Import and Export Credit Facility) to each Import and Export Credit Creditor   on each utilization date of T/R.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(e)
  	
  
If the Borrower requests   the Import and Export Credit Creditor to issue a usance L/C, the total period   of credit that the Borrower entitled under L/C and the period of T/R shall   not exceed 180 days provided that the Borrower shall issue a Promissory Note   for the period not exceeding 180 days to each Import and Export Credit   Creditor and deliver a Receipt (in the form as specified in Attachment 3.1   (Receipt for the Import and Export Credit Facility) to each Import and   Export Credit Creditor on each utilization date of T/R.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(f)
  	
  
Subject to the conditions   of Clause 21.3.3, for any amount drawndown by the Borrower under the L/C, T/R   and S/G Facility and the amount under T/R has been prepaid or repaid by the   Borrower, the Borrower is entitled to drawdown such amount on a revolving   basis under the terms and conditions set forth by each Import and Export   Credit Creditor under its Application for L/C and/or Application for the   Utilization of T/R Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(g)
  	
  
The utilization of L/C,   T/R and S/G Facility pursuant to Clause 2.1.3.3 of this Agreement shall be in   accordance with the conditions specified by each Import and Export Credit   Creditor in the Application for L/C and/or Application for the Utilization of   T/R Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(h)
  	
  
The Borrower agrees that   the Borrower shall use its best efforts to utilize the L/C, T/R and S/G Facility   from each Import and Export Credit Creditor at the proportionate ratio of 1   (TMB Bank) to 1 (Bank of Ayudhya) or the ratio specified by the Import and   Export Credit Creditors from time to time and shall prepare the reports for   the drawdown of L/C, T/R and S/G Facility and other Facilities to the   Facility Agent on the first and sixteenth days of each month under the   calendar year.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
In case the amount of L/C,   T/R and S/G Facility utilized cannot be proportionately maintained in   accordance with the ratio specified above, Borrower shall divide the amount   as close as possible to the proportionate ratio specified above.
  










	
  
4.3
  	
  
Utilization   of Working Capital Facility
  
	
   
  	
  
 
  
	
  
 
  	
  
4.3.1
  	
  
Utilization   of Short Term Working Capital Facility under the Credit Facilities Agreement
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
Subject to Clauses 3.1 and   3.2 and other conditions specified in this Agreement or the Transaction   Documents, on any Banking Days during the Availability Period for Short Term   Working Capital Facility under the Credit Facilities Agreement, the Borrower   is entitled to utilize the Short Term Working Capital Facility under the   Credit Facilities Agreement in Baht by executing the Documents for the   Utilization of  Short Term Working   Capital Facility to TMB Bank no later than two (2) Banking Days before that   Utilization Date for the Short Term Working Capital Facility under the Credit   Facilities Agreement and shall deliver a Receipt to TMB Bank on each   Utilization Date for Short Term Working Capital Facility under the Credit   Facilities Agreement obtained from TMB Bank.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(b)
  	
  
The maximum amount the   Borrower is entitled to utilize pursuant to the Short Term Working Capital   Facility under the Credit Facilities Agreement from TMB Bank under this   Agreement is Baht 70,000,000 (Seventy Million Baht).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
The maturity of each Short   Term Working Capital Facility under the Credit Facilities Agreement will not   exceed one hundred and twenty (120) days from the Utilization Date and in any   case shall not exceed the Availability Period for Short Term Working Capital   Facility under the Credit Facilities Agreement unless TMB Bank will agree   otherwise.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
The Borrower will issue   and deliver Promissory Note to TMB Bank as specified by TMB Bank in relation   to the utilization of  Short Term   Working Capital Facility under the Credit Facilities Agreement in compliance   with the conditions specified by TMB Bank and/or the conditions specified in   the Documents for the Utilization of Short Term Working Capital Facility.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(e)
  	
  
The utilization of Short   Term Working Capital Facility under the Credit Facilities Agreement must be   renewed on a yearly basis in accordance with the conditions specified by TMB   Bank and/or the conditions specified in the Documents for the Utilization of   Short Term Working Capital Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(f)
  	
  
Subject to the conditions   of Clause 4.3.1(b), for any amount drawndown by the Borrower under the Short   Term Working Capital Facility under the Credit Facilities Agreement and has   been prepaid or repaid by the Borrower, the Borrower is entitled to drawdown   such amount on a revolving basis under the terms set forth by TMB Bank and/or   the terms specified in the Documents for the Utilization of Short Term   Working Capital Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
4.3.2
  	
  
Utilization   of Short Term Working Capital Facility under the Second Credit Facilities   Agreement
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
Subject to Clauses 3.1 and   3.2 and other conditions specified in this Agreement or the Transaction   Documents, on any Banking Days during the Availability Period for Short Term   Working Capital Facility under the Second Credit Facilities Agreement, the   Borrower is entitled to utilize the Short Term Working Capital Facility under   the Second Credit Facilities Agreement in Baht by executing the Documents for   the Utilization of  Short Term Working   Capital Facility to Bank of Ayudhya not less than two (2) Banking Days before   that Utilization Date for the Short Term Working Capital Facility under the   Second Credit Facilities Agreement and shall deliver a Receipt to Bank of   Ayudhya on each Utilization Date for Short Term Working Capital Facility   under the Second Credit Facilities Agreement obtained from Bank of Ayudhya.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(b)
  	
  
The maximum amount the   Borrower is entitled to utilize the Short Term Working Capital Facility under   the Second Credit Facilities Agreement from Bank of Ayudhya under this   Agreement is Baht 20,000,000 (Twenty Million Baht) subjected to the   availability of the fund of Bank of Ayudhya.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
The maturity of each Short   Term Working Capital Facility under the Second Credit Facilities Agreement   will not exceed one hundred and twenty (120) days from the Utilization Date   and in any case shall not exceed the Availability Period for Short Term   Working Capital Facility under the Second Credit Facilities Agreement unless   Bank of Ayudhya will agree otherwise.
  










	
   
  	
  
 
  	
  
(d)
  	
  
The Borrower will issue   and deliver Promissory Note to Bank of Ayudhya as specified by Bank of   Ayudhya in relation to the utilization of    Short Term Working Capital Facility under the Second Credit Facilities   Agreement in compliance with the conditions specified by Bank of Ayudhya   and/or the conditions specified in the Documents for the Utilization of Short   Term Working Capital Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(e)
  	
  
The utilization of Short   Term Working Capital Facility under the Second Credit Facilities Agreement   must be renewed on a yearly basis in accordance with the conditions specified   by Bank of Ayudhya and/or the conditions specified in the Documents for the   Utilization of Short Term Working Capital Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(f)
  	
  
Subject to the conditions   of Clause 4.3.2(b), for any amount drawndown by the Borrower under the Short   Term Working Capital Facility under the Second Credit Facilities Agreement   and has been prepaid or repaid by the Borrower, the Borrower is entitled to   drawdown such amount on a revolving basis under the terms set forth by Bank   of Ayudhya and/or the terms specified in the Documents for the Utilization of   Short Term Working Capital Facility.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.3.3
  	
  
Utilization   of Overdraft Facility
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
Subject to Clauses 3.1 and   3.2 and other conditions specified in this Agreement or the Transaction   Document, on any Banking Days during the Availability Period for Overdraft   Facility, the Borrower is entitled to utilize the Overdraft Facility with   Bank of Ayudhya in accordance with the conditions specified in the Documents   for the Utilization of  Overdraft   Facility made with the Bank of Ayudhya.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
The maximum amount for the   Overdraft Facility that the Borrower is entitled to utilize under this   Agreement is Baht 10,000,000 (Ten Million Baht).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
In case Bank of Ayudhya   changes the form of Overdraft Agreement, the Borrower agrees to execute new   Overdraft Agreement in compliance with the new format in substitution for the   old Overdraft Agreement to Bank of Ayudhya immediately upon request by the   Bank.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
The Utilization of   Overdraft Facility must be renewed on a yearly basis in accordance with the   conditions specified by Bank of Ayudhya and/or the conditions specified in   the Documents for the Utilization of Overdraft Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  4.4
  	
  
Utilization   of Letter of Guarantee Facility
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
Subject to Clauses 3.1 and   3.2 and other conditions specified in this Agreement or the Transaction   Document, on any Banking Days during the Availability Period for Letter of   Guarantee Facility, the Borrower is entitled to utilize the Letter of   Guarantee Facility with each Letter of Guarantee Creditor in accordance with   the conditions specified in the Documents for the Utilization of  Letter of Guarantee Facility  to be entered into between the Borrower   and each Letter of Guarantee Creditor.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
The maximum amount for the   General Letter of Guarantee Facility under Clause 2.1.5 (a) that the Borrower   is entitled to utilize under this Agreement is Baht 5,000,000 (Five Million   Baht) and the maximum amount for the Letter of Guarantee Facility for Usage   of Electricity under Clause 2.1.5 (b) that the Borrower is entitled to   utilize under this Agreement is Baht 19,500,000 (Nineteen Million and Five   Hundred Thousand Baht).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
The Utilization of Letter   of Guarantee Facility shall be in accordance with the conditions specified by   each Letter of Guarantee Creditor and/or the conditions specified in the   Documents for the Utilization of Letter of Guarantee Facility.
  










	
  
5.
  	
  
Fees and   Interest
  
	
  
 
  	
  
 
  
	
  
5.1
  	
  
Long Term   Facilities
  
	
  
 
  	
  
 
  
	
   
  	
  
5.1.1
  	
  
Front End   Fee
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Within seven (7) days from   the Effective Date of this Agreement, the Borrower will pay the front end fee   for the Long Term Facility Portion 1 and the Long Term Facility Portion   2  to the Creditors for the amount   equal to zero point two five (0.25) percent of (1) the total amount of the   Long Term Facility Portion 1 and (2) the total amount of the Long Term   Facility Portion 2 by using bank checks of the commercial bank which has its   head office or branches in Bangkok Metropolis and payable in the name of each   Creditor for the portion that each Creditor is entitled to receive.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.1.2
  	
  
Commitment   Fee
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(a)
  	
  
On the Utilization   Date of the Long Term Facility Portion 1, if the Borrower utilize the Long   Term Facility Portion 1 less than the amount specified in Clause 2.1.1, the   Borrower shall pay the commitment fee at the rate of zero point five (0.50)   percent per annum on the unutilized and uncancelled portion of the Long Term   Facility Portion 1 during the Availability Period for Long Term Facility   Portion 1 on the last Banking Day of the Availability Period for Long Term   Facility Portion 1; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
On each   specific date in the Drawdown Schedule, if the Borrower utilize the Long Term   Facility Portion 2 less than the aggregate amount of loan scheduled to be   drawndown for each period as specified in the Drawdown Schedule, the Borrower   shall pay the commitment fee at the rate of zero point five (0.50) percent   per annum calculated on a daily basis on the unutilized and uncancelled   portion of the aggregate amount of the loans scheduled to be drawndown as   specified in the Drawdown Schedule.    The commitment fee under this sub-clause shall be payable in arrears   on the last Banking Day of each quarter beginning on the Effective Date of   this Agreement until the last day of the Availability Period for Long Term   Facility Portion 2 and the last payment of commitment fee under this   sub-clause shall be made on the last Banking Day of the Availability Period   for Long Term Facility Portion 2.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
The   commitment fee will be calculated on the basis of actual number of days   elapsed and a year of 365 days.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.1.3
  	
  
Cancellation   Fee
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
If the Borrower cancels   any portion of the Long Term Facility Portion 1 or the Long Term Facility   Portion 2 (as the case may be) by sending a written notice to the Facility   Agent in the form and substance acceptable to the Facility Agent within the   Availability Period for Long Term Facility Portion 1 or the Availability   Period for Long Term Facility Portion 2 (as the case may be) or the Borrower   fails to utilize any portion of the Long Term Facility Portion 1 or the Long   Term Facility Portion 2 within the Availability Period for Long Term Facility   Portion 1 or the Availability Period for Long Term Facility Portion 2 (as the   case may be), the Borrower shall pay the cancellation fee at the rate of one   point two five (1.25) percent of the cancelled amount or unutilized portion   of the Long Term Facility Portion 1 or the Long Term Facility Portion 2 (as   the case may be) on the date the Facility Agent receives the written notice   from the
Borrower or the expiry date of Availability Period for Long Term Facility   Portion 1 or the Availability Period for Long Term Facility Portion 2 (as the   case may be).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
For the avoidance of   doubt, the cancellation fee shall not apply to the cancelled or unutilized   portion of the Long Term Facility Portion 1 or the Long Term Facility Portion   2 (as the case may be) due to the consequence of the events set forth in   Clause 9 (Change in Circumstances).
  










	
  
 
  	
  
5.1.4
  	
  
Interest   for the Long Term Facility Portion 1
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The interest rate for the   Loan in relation to the Long Term Facility Portion 1 will be calculated as an   annual rate specified by the Facility Agent on the first drawdown date to be   used for the three (3) consecutive Interest Periods and at the beginning of   every three (3) calendar months thereafter to be used for the next three (3)   Interest Periods, at the following rates:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Within one (1) year from   the Effective Date of this Agreement at the rate of four (4) percent per   annum.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
From the date immediately   after one (1) year from the Effective Date of this Agreement until the end of   the three (3) years period from the Effective Date of this Agreement at the   rate equal to the Average Deposit Rate plus three (3) percent per annum.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(3)
  	
  
From the date immediately   after three (3) years from the Effective Date of this Agreement onwards, at   the rate equal to the Average Deposit Rate plus three point five (3.50)   percent per annum.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
For each Interest Period,   the Borrower will pay interest for the Loan under the Long Term Facility   Portion 1 in compliance with the conditions in this Agreement to the Facility   Agent for the benefit of the Long Term Creditors pursuant to its Proportion   of Debt by payment within 10:00 a.m. (Bangkok time) on the last Banking Day   of each month under the calendar year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.1.5
  	
  
Interest   for the Long Term Facility Portion 2
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The interest rate for the   Loan in relation to the Long Term Facility Portion 2 will be calculated as an   annual rate specified by the Facility Agent on the date of first drawdown   date to be used for the three (3) consecutive Interest Periods and at the   beginning of every three (3) calendar months thereafter to be used for the   next three (3) Interest Periods, at the following rates:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(1)
  	
  
Within three (3) years   from the Effective Date of this Agreement at the rate of equal to the Average   Deposit Rate plus three (3) percent per annum.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(2)
  	
  
From the date immediately   after three (3) years from the Effective Date of this Agreement onwards, at   the rate equal to the Average Deposit Rate plus three point five (3.50)   percent per annum.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
For each Interest Period,   the Borrower will pay interest for the Loan under the Long Term Facility   Portion 2 in compliance with the conditions in this Agreement to the Facility   Agent for the benefit of the Long Term Creditors pursuant to its Proportion   of Debt  by payment within 10:00 a.m.   (Bangkok time) on the last Banking Day of each month under the calendar year.
  
	
   
  	
  
 
  	
  
 
  
	
  
5.2
  	
  
Interest   for the Packing Credit Facility and/or Export Bill Purchase Facility
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
The interest rate for the   Loan in Baht under the Packing Credit Facility and/or Export Bill Purchase   Facility under the Credit Facilities Agreement and the Packing Credit   Facility and/or Export Bill Purchase Facility under the Second Credit   Facilities Agreement will be calculated by each of the Import and Export   Credit Creditors at the rate equal to the Average MLR minus one point seven   five (1.75) percent per annum but shall not be less than the rate of three   point two five (3.25) percent per annum.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
The interest rate for the   Loan in a currency other than Baht under the Packing Credit Facility and/or   Export Bill Purchase Facility under the Credit Facilities Agreement and the   Packing Credit Facility and/or Export Bill Purchase Facility under the Second   Credit Facilities Agreement will be calculated by each of the Import and   Export Credit Creditors at the rate equal to SIBOR or LIBOR as determined by   the Import and Export Credit Creditors plus two point five (2.50) percent per   annum.
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
   
  	
  (c)
  	
  For each Interest Period,   the Borrower will pay such interest in compliance with the conditions   specified by each Import and Export Credit Creditor in the Documents for the   Utilization of Packing Credit Facility and/or Export Bill Purchase Facility   of such Import and Export Credit Creditor.    In case those documents do not specify any specific condition on this,   the Borrower will pay interest on the last Banking Day of each month under   the calendar year.
  









	
  
5.3
  	
  
Working   Capital Facility
  





	
  
 
  	
  
5.3.1
  	
  
Front End   Fee for the Short Term Working Capital Facility under the Credit Facilities   Agreement and the Overdraft Facility
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Within seven (7) days from   the Effective Date of the Credit Facilities    Agreement, the Borrower paid the front end fee for the Short Term   Working Capital Facility under the Credit Facilities Agreement to TMB Bank   for the amount of Baht 350,000 (Three Hundred Fifty Thousand Baht) and paid   the front end fee for the Overdraft Facility to Bank of Ayudhya for the   amount of Baht 50,000 (Fifty Thousand Baht).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.3.2
  	
  
Interest   for the Overdraft Facility
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Borrower has paid and   shall continue to pay the interest for Overdraft Facility to Bank of Ayudhya   under this Agreement at the rate equal to MOR of Bank of Ayudhya.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
For each Interest Period,   such interest shall be paid pursuant to the conditions specified by Bank of   Ayudhya in the Documents for the Utilization of Overdraft Facility on a   compound basis.  In case those   documents do not specify any specific condition on this, the Borrower will   pay interest on the one day prior to the last Banking Day of each month under   the calendar year.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.3.3
  	
  
Interest   for the Short Term Working Capital Facility under the Credit Facilities   Agreement
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Borrower  has paid and shall continue to  pay interest for the Short Term Working   Capital Facility under the Credit Facilities Agreement to TMB Bank under this   Agreement at the rate equal to MOR of TMB Bank.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
For each Interest Period,   such interest will be paid pursuant to the terms specified by TMB Bank in the   Documents for the Utilization of Short Term Working Capital Facility.  In case those documents do not specify any   specific condition on this, the Borrower will pay interest on the last   Banking Day of each month under the calendar year.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.3.4
  	
  
Front End   Fee for the Short Term Working Capital Facility under the Second Credit   Facilities Agreement
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Within seven (7) days from   the Effective Date of this Agreement, the Borrower will pay front end fee for   the Short Term Working Capital Facility under the Second Credit Facilities   Agreement to Bank of Ayudhya in the amount equal to zero point two five   (0.25) percent of the amount of the Short Term Working Capital Facility under   the Second Credit Facilities Agreement by using bank check of the commercial   bank which has its head office or branches in Bangkok Metropolis and payable   in the name of Bank of Ayudhya.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.3.5
  	
  
Interest   for the Short Term Working Capital Facility under the Second Credit   Facilities Agreement
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The Borrower shall pay   interest for the Short Term Working Capital Facility under the Second Credit   Facilities Agreement to Bank of Ayudhya under this Agreement at the rate   equal to MOR of Bank of Ayudhya.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
For each Interest Period,   such interest will be paid pursuant to the terms specified by Bank of Ayudhya   in the Documents for the Utilization of Short Term Working Capital   Facility.  In case those documents do   not specify any specific condition on this, the Borrower will pay interest on   the last Banking Day of each month under the calendar year.
  










	
  
5.4
  	
  
Fee for   Letter of Guarantee Facility
  





	
  
 
  	
  
5.4.1
  	
  
(a)
  	
  
In the case that the   Borrower utilize the General Letter of Guarantee Facility under Clause 2.1.5   (a) for the purpose indicated in Clause 2.2.4 other than for guaranteeing the   debt for usage of electricity, the Borrower shall pay the fee for the General   Letter of Guarantee Facility to Bank of Ayudhya at the rate as specified in   the Documents for the Utilization of Letter of Guarantee Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
Except in the case of   Clause 5.4.1 (c), if the Borrower utilize the General Letter of Guarantee   Facility under Clause 2.1.5 (a) for the purpose of guaranteeing the debt for   usage of electricity, the Borrower shall pay the fee for the General Letter   of Guarantee Facility to Bank of Ayudhya at the rate of one point seven five   per cent (1.75%) per annum.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
If the Borrower utilize   the General Letter of Guarantee Facility pursuant to Clause 2.1.5 (a) for the   purpose of guaranteeing the debt for usage of electricity and the Borrower   has its deposit in the fixed account with the Bank of Ayudhya in the amount   not less than fifty per cent (50%) of the amount under the letter of   guarantee issued by Bank of Ayudhya for the Borrower under the terms and   conditions of this Agreement and the Borrower has entered into pledge of   right to deposit, conditional    assignment of right to deposit, set-off agreement and/or any   agreements or documents as determined by Bank of Ayudhya related to the   rights of the Borrower in that deposit and the Borrower has taken all   action  to have the mentioned   agreements and documents be in full force and effect.  In this case, the Borrower shall pay the   fee for the General Letter of Guarantee Facility to Bank of Ayudhya at the   rate of one per cent (1%) per
annum.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.4.2
  	
  
(a)
  	
  
Except in the case of   Clause 5.4.2 (b), if the Borrower utilize the Letter of Guarantee Facility for Usage of Electricity   under Clause 2.1.5 (b), the Borrower shall pay the fee for the Letter of   Guarantee Facility for Usage of Electricity to each Letter of Guarantee   Creditor at the rate of one point seven five per cent (1.75%) per annum.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
If the Borrower utilize   the Letter of Guarantee Facility for Usage of Electricity pursuant to Clause   2.1.5 (b) and the Borrower has its deposit in the fixed account with each   Letter of Guarantee Creditor in the amount not less than fifty per cent (50%)   of the amount under the letter of guarantee issued by that Letter of   Guarantee Creditor for the Borrower under the terms and conditions of this   Agreement and the Borrower has entered into pledge of right to deposit,   conditional  assignment of right to   deposit, set-off agreement and/or any agreements or documents as determined   by that Letter of Guarantee Creditor related to the rights of the Borrower in   that deposit and the Borrower has taken all action  to have the mentioned agreements and documents be in full force   and effect.  In this case, the   Borrower shall pay the fee for the Letter of Guarantee Facility for Usage of   Electricity to that Letter of Guarantee Creditor at
the rate of one per cent   (1%) per annum.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
5.5
  	
  
The   Calculation of Interest for all Types of Facilities
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Interest for all types of   Facilities will be calculated on the basis of actual number of days elapsed   and a year of 365 days for the Facilities in Baht and a year of 360 days for   the Facilities in other foreign currencies other than Baht.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
5.6
  	
  
Fee and Interest for L/C, T/R and S/G Facility
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.6.1
  	
  
(a)
  	
  
Fee for L/C,   T/R and S/G Facility
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
Fee for   opening L/C pursuant to L/C, T/R and S/G Facility shall be the amount equal   to 1/8 per cent for the period of three (3) months from the date of opening   an L/C.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
Engagement   Fee for Usance L/C
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
The   engagement fee for usance L/C under the L/C, T/R and S/G Facility shall be in   accordance with the banking rules of each Import and Export Credit Creditor.
  










	
  
 
  	
  
5.6.2
  	
  
Interest for   L/C, T/R and S/G Facility
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
The interest   rate for T/R in Baht under the L/C, T/R and S/G Facility will be calculated   by  each of the Import and Export   Credit Creditors at the rate equal to the Average MLR minus one point seven   five (1.75) percent per annum but shall not be less than the rate of three   point two five (3.25) percent per annum.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
The interest rate for T/R   in a currency other than Baht under the L/C, T/R and S/G Facility will be   calculated by each of the Import and Export Credit Creditor at the rate equal   to SIBOR or LIBOR as determined by the Import and Export Credit Creditors   plus two point five (2.50) percent per annum.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
For each Interest Period,   the Borrower will pay such interest in compliance with the conditions   specified by each Import and Export Credit Creditor in the Application for   L/C and/or Application for the Utilization of T/R Facility of such Import and   Export Credit Creditor.  In case those   documents do not specify any specific condition on this, the Borrower will   pay interest on the last Banking Day of    each  month under the calendar   year.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
6.
  	
  
Repayment   and Prepayment
  
	
  
 
  	
  
 
  
	
  
6.1
  	
  
Long Term Facility
  
	
   
  	
  
 
  
	
  
 
  	
  
6.1.1
  	
  
(a)
  	
  
Long Term   Facility Portion 1
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
The Borrower shall repay   the Loan under the Long Term Facility Portion 1 to each Long Term Creditor on   the last Banking Day of March, June, September and December (for the total 16   installments)  in accordance with   Repayment Schedule commencing from    the last Banking Day of March 2006 onwards; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
Long Term Facility Portion   2
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
The Borrower shall repay   the Loan under the Long Term Facility Portion 2 to each Long Term Creditor on   the last Banking Day of March, June, September and December (for the total 16   installments)  in accordance with   Repayment Schedule commencing from the last Banking Day of March 2006   onwards.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.1.2
  	
  
Before 10.00 a.m on each   Repayment Date, the Borrower will repay the Loan to the Facility Agent for   the benefit of the Long Term Creditors in accordance with the condition of   Clause 6.1.1(a) or Clause 6.1.1(b) (as the case may be) and in compliance   with the Repayment Schedule.  In case   the Borrower does not utilize the whole amount of Long Term Facility Portion   1 or Long Term Facility Portion 2 (as the case may be), the amount of Loan to   be repaid by the Borrower on each Repayment Date will be reduced in the   inverse order of maturity provided that, for the Long Term Facility Portion   2, if the Borrower have utilized the facility less than seventy (70) percent   of the facility limit specified in Clause 2.1.2, the amount of Loan to be   repaid by the Borrower in accordance with the Repayment Schedule on each   Repayment Date will be reduced pro rata.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.1.3
  	
  
After the Borrower has   repaid the Loan, the Borrower may not utilize such repayment amount again.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.1.4
  	
  
The Borrower is entitled   to prepay the Loan in relation to the Long Term Facility Portion 1 or the   Long Term Facility Portion 2 (as the case may be) in whole or in part on any   Interest Payment Date before the Repayment Schedule in compliance with the   following conditions:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
The Borrower has delivered   the notice in writing specifying the intention to prepay the Loan by   specifying the amount to be prepaid and the date of such prepayment to the   Facility Agent in advance not less than thirty (30) Banking Days;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
Subject   to Clause 7.1, the amount to be partially prepaid will be in the amount of   not less than Baht 5,000,000 (Five Million Baht) or the integral multiple   of  Baht 5,000,000  (Five Million Baht);
  










	
  
 
  	
  
 
  	
  
(c)
  	
  
The   Borrower shall prepay the Loan together with interest calculated until the   date of such prepayment and any other amount which is due and payable under   this Agreement;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
The   amount prepaid will firstly be used to pay the expenses which are due under   this Agreement. After that it will be used to pay the fees and interest which   are due and payable and the Loan in the inverse order of maturity and   pursuant to the terms as specified in Clause 6.1.2;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(e)
  	
  
On   each prepayment date, the Borrower agrees to pay the prepayment fee equal to   two percent (2%) of the amount prepaid to the Facility Agent for the benefit   of the Long Term Creditors in compliance with their Proportion of  Debt in relation to the Long Term Facility   Portion 1 or the Long Term Facility Portion 2 (as the case may be) except in   the case  where the prepayment money   is obtained from the operation of the Borrower and/or from any capital   increase in the Borrower which occurs after two (2) years from the Effective   Date of this Agreement, in which case the Borrower shall not be responsible   to pay the prepayment fee.
  





	
  
 
  	
  
6.1.5
  	
  
Any notices of  prepayment given by the Borrower shall be   irrevocable and the Borrower shall be bound to make the prepayment in   accordance with such notice.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.1.6
  	
  
Except as otherwise   clearly mentioned in this Agreement, the Borrower is not entitled to prepay   any part of the Loan.  The Loan, which   is prepaid, shall not be available for further drawdown.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
6.2
  	

  
  Repayment   of Import and Export Credit Facility, Working Capital Facility and   Cancellation of Letter of Guarantee Facility

	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	

  
  The Borrower shall comply   with all the conditions specified in the Documents for the Utilization of   Packing Credit Facility and/or Export Bill Purchase Facility, Application for   L/C and/or Application for the Utilization of T/R Facility, L/C, T/R,   Documents for the Utilization of Overdraft Facility, the Documents for the   Utilization of Short Term Working Capital Facility and Documents for the   Utilization of Letter of Guarantee Facility or other relevant  documents or agreements and shall reduce   all types of  Packing Credit Facility   and/or Export Bill Purchase Facility, L/C, T/R and S/G Facility, all types of   Working Capital Facility and  Letter   of Guarantee Facility to zero upon the expiry of Availability Period for   Packing Credit Facility and/or Export Bill Purchase Facility under the Credit   Facilities Agreement, Availability Period for Packing Credit Facility and/or   Export Bill Purchase under the Second Credit Facilities
  Agreement,   Availability Period for L/C, T/R and S/G Facility, Availability Period for   Overdraft Facility, Availability Period for Short Term Working Capital   Facility under the Credit Facilities Agreement; Availability Period for Short   Term Working Capital Facility under the Second Credit Facilities   Agreement  or the Availability Period   for Letter of Guarantee Facility (as the case may be).

	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  7.
  	
  
Payment
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
7.1
  	
  
Except as otherwise   expressly provided under this Agreement, on each day on which any sum is due   under this Agreement, the Borrower shall make payment to the Creditors in   Baht (or in other foreign currency (in some cases) for the Import and Export   Credit Facility) which may be utilized immediately within that day within   10.00 a.m. Bangkok time by, for the case of    Long Term Facilities, payment to the Facility Agent for the benefit of   the Creditors or payment directly to each Creditor in accordance with   their  Proportion of Debt for Long   Term Facilities and for the other types of Facilities, by direct payments to   the Creditors for such Facilities.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
For Import and Export  Credit Facility which is denominated in   other foreign currency other than Baht, the Borrower hereby irrevocably   waives any rights it may have under Section 196 of the Civil and Commercial   Code of Thailand (or any modification or re-enactment thereof for the time   being in force) to make payment under the Import and Export  Credit Facility in Baht and shall make   payment to the Import and Export    Credit Creditors under the terms and conditions specified in the   Documents for the Utilization of Packing Credit Facility and/or Export Bill   Purchase Facility, Application for L/C and/or Appliation for the Utilization   of T/R Facility.
  
	
   
  	
  
 
  
	
  
7.2
  	
  
The Borrower shall   promptly upon demand by the Facility Agent make or cause to make any evidence   of debt to evidence the obligations of the Borrower under this Agreement.
  










	
  
7.3
  	
  
The Borrower agrees to be   bound as each Creditor records in its book of account and other records  in the absence of manifest error.
  
	
  
 
  	
  
 
  
	
  
7.4
  	
  
Except as otherwise   specified in this Agreement or the Transaction Documents, if any due date for   payment under this Agreement is on any banking holidays such payment shall be   extended to the next succeeding Banking Day except in the case that the   succeeding Banking Day is in the subsequent month in which case the due date for   the payment shall be shortened to be on the last Banking Day of that month.
  
	
   
  	
  
 
  
	
  
8.
  	
  
The   Facility Agent, the Security Agent and the Creditors
  
	
  
 
  	
  
 
  
	
  
8.1
  	
  
Appointment
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Each of the Creditors   hereby appoints Bank of Ayudhya to act as the Facility Agent of the Creditors   and appoints TMB Bank as the Security Agent of the Creditors and authorizes   the Facility Agent and Security Agent to act in compliance with the terms of   this Agreement and the Transaction Document on behalf of the Creditors and/or   the Borrower.  In addition, the   Facility Agent and the Security Agent may perform its duties under this   Agreement and the Transaction Documents through agent, employee or   professional consultant;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
Each of the Creditors   hereby appoints the Security Agent to sign all the documents, instruments and   agreements relating to the Security on its behalf.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.2
  	
  
Obligations   of the Facility Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Facility Agent has the   following duties:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
promptly inform each of   the Creditors of the contents of any notice, demand or  document concerning this Agreement upon   receipt of such notice, demand or other document, including inform the   portions of each type of Facilities as notified by the Borrower to the   Facility Agent pursuant to Clause 11.1.14 on each of the first and sixteenth   day of each month under the calendar year.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
promptly notify each of   the Creditors of the occurrence of    any Event of Default in case
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
any official of the   Facility Agent who is directly responsible for administration of this   Agreement has been notified by the Borrower, the Creditor or other reliable   source; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
any official of the   Facility Agent who is directly responsible for administration of this   Agreement actually knows about such Event of Default.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
notify the Creditors about   the status of the conditions precedent as specified in Clause 3 as   appropriate.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
subject to the terms and   conditions of this Agreement, acts or refrains from acting for the benefit of   all the Creditors or in accordance with instruction of the Creditors.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(5)
  	
  
review and notify the   report prepared by the Borrower in relation to the drawdown of  Facilities under this Agreement to the   other Creditor.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(6)
  	
  
inform the Borrower in   advance of the amount of interest and/or principal of the Long Term Facility   which the Borrower has to pay to the Long Term Creditors on each Interest   Period or Repayment Schedule.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.3
  	
  
Rights of   the Facility Agent and Security Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
In performing its duties   under this Agreement, the Facility Agent and the Security Agent has the   following rights:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(1)
  	
  
assume that no Event of   Default and no perspective Event of Default has occurred and the Borrower is   not in breach of any of its obligation under this Agreement unless and until   it has actual knowledge or has received actual notice under Clause 8.2 (2).
  










	
  
 
  	
  
(2)
  	
  
rely upon the written   notice, certificate, order or other documents believed by it to be genuine   and correct which are duly signed by the Authorized Director or Authorized   Officer of the person preparing such notice, certificate, order and document   and shall not be liable to any other party under this Agreement for any loss   incurred as a result of such reliance (other than in cases of its gross   negligence or willful misconduct).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
engage and pay for the   advice and services of any lawyer, accountant, advisor independent appraiser   or valuer or other professional advisor or expert as it may consider   necessary, expedient or desirable upon consent by the Creditors and rely on   and act upon such advice so obtained.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(4)
  	
  
the time frame for the   performance of obligations of the Facility Agent shall be the period   commencing from the Effective Date of the Credit Facilities Agreement and   expiring on the date  the Borrower has   paid the Debt under this Agreement and the Transaction Documents in full   while the Security Agent shall perform its obligations until the Creditors   have received the payment of Debt under their respective Proportion of Debt   in full from the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.4
  	
  
Indemnity
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Creditors agree to   reimburse and indemnify the Facility Agent or Security Agent in accordance   with their respective Commitment Percentages to the extent not actually   reimbursed by the Borrower from and against all liabilities of claims or   proceeding resulting from the performance by the Facility Agent or Security   Agent under this Agreement or which is advance or expenses incurred by the   Facility Agent or Security Agent for any enforcement or preservation of the rights   of the Creditors under this Agreement or the Transaction Documents provided   that no Creditor shall be liable for any such liabilities resulting from the   gross negligence or willful misconduct of the Facility Agent or Security   Agent.
  
	
   
  	
  
 
  
	
  
8.5
  	
  
Before the   Declaration of an Event of Default
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Before declaring any or   all of the debts of the Borrower to be immediately due and enforceable   pursuant to Clause 12.2 of this Agreement, the Facility Agent will consult   with the Creditors and act in compliance with the unanimous instruction of   the  Creditors.  The Creditors agree to reimburse any loss   to the Facility Agent and will protect the Facility Agent from the claims,   damages, penalty and other expenses of whatsoever nature which have been   claimed from the Facility Agent or as the Facility Agent may have to suffer   or be responsible from any act performed by the Facility Agent in the   capacity of the Facility Agent in accordance with the Commitment Percentage   of the Creditors under this Agreement.
  
	
  
 
  	
  
 
  
	
  
8.6
  	
  
Distribute   of the Proceeds among the Creditors
  
	
  
 
  	
  
 
  
	
   
  	
  
Subject to Clause 14, the   Facility Agent or Security Agent (as the case may be) shall, as soon as   practicable, distribute the proceeds which is the part of each Creditor to   each Creditor in accordance with the Proportion of  Debt in the principal, interest, fee and other types of money   actually received by the Facility Agent or Security Agent (as the case may   be) from the Borrower on behalf of the Creditors in accordance with such part   of Facility  in which such Creditor   has some stake in.  If such money is   not sufficient to be distributed among the Creditors, each Creditor will   receive such part of money in accordance with its Proportion of Debt.
  
	
  
 
  	
  
 
  
	
  
8.7
  	
  
The   Rights and Power of the Facility Agent and the Security Agent as one of the   Creditor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
As the Facility Agent and   the Security Agent are Creditors which is obligated to perform in compliance   with this Agreement, the Facility Agent and the Security Agent has the right   and power under this Agreement the same as other Creditor and has the right   and obligation as if they are not Facility Agent or Security Agent.  The term “Creditor” or “Creditors” shall   include the Facility Agent and the Security Agent as one of the Creditors   except as expressly provided otherwise in this Agreement.
  










	
  
8.8
  	
  
The   Obligations of each Creditor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The obligations of each   Creditor under this Agreement are several and no Creditor shall be   responsible for the obligations of the other Creditor under this Agreement   and the failure of any Creditor to perform any of its obligations under this   Agreement  shall not be deemed to   release the other Creditor from its obligation to perform under this   Agreement.
  
	
  
 
  	
  
 
  
	
  
8.9
  	
  
Resignation   and Termination of Facility Agent or Security Agent
  
	
  
 
  	
  
 
  
	
   
  	
  
The Facility Agent or   Security Agent may resign at any times and the Creditors may terminate the   Facility Agent or Security Agent by giving written notice to the Creditors   and the Borrower in advance at least sixty (60) days from the date the Facility   Agent or the Security Agent intends to resign or from the date for such   termination and the Creditors shall perform the obligations of the Facility   Agent or Security Agent until there is any appointment of the substituted   Facility Agent or Security Agent.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The new Facility Agent or   Security Agent shall have all the rights, powers and obligations of the   resigned or terminated Facility Agent or Security Agent and the resigned   Facility Agent or Security Agent will be released from all the obligations and   commitments as the Facility Agent or Security Agent under this Agreement   immediately upon the appointment of the new Facility Agent or Security Agent.
  
	
  
 
  	
  
 
  
	
  
9.
  	
  
Change in   Circumstances
  
	
  
 
  	
  
 
  
	
  
9.1
  	
  
Unlawfulness or Impracticality
  
	
   
  	
  
 
  
	
  
 
  	
  
Upon the   occurrence of any of the following events:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
9.1.1
  	
  
any enactment or change in   laws or regulations or any change in interpretation or application of any   laws or regulations resulting in any part of this Agreement and/or the   entering into this Agreement of any Creditor is illegal or not in full force   and effect;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.1.2
  	
  
any compliance in good   faith by any Creditor with any applicable instruction (whether or not having   force of laws) of the Bank of Thailand, government agency or authority made   it impracticable for that Creditor to perform any condition of this   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
In such   event, that Creditor will inform the Facility Agent and the Borrower of the   event in which case the obligations of such Creditor whether in whole or in   part will be terminated and the Borrower will repay the debt which is   affected in full immediately or provide additional security for the debt   which is not due and enforceable in compliance with the form specified by the   Facility Agent upon request by the Facility Agent for the benefit of that   Creditor.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
9.2
  	
  
Increased Cost
  
	
  
 
  	
  
 
  
	
  
 
  	
  
9.2.1
  	
  
In the event   that
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
any enactment or change in   laws or regulation or any change in the interpretation or application of any   laws or regulation; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
any compliance in good   faith by a Creditor with any applicable instruction (whether or not having   the force of laws) of the Bank of Thailand, any other governmental agency or   authority shall
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(1)
  	
  
increase the cost of any   Creditor to perform under this Agreement and/or
  










	
   
  	
  
 
  	
  
 
  	
  
(2)
  	
  
reduce any interest, fee   or any payment received or receivable by that Creditor under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
In this circumstance, the   Borrower shall perform as follows:
  
	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
The Borrower shall pay   additional amount as the Creditor specified as necessary to compensate it for   such increased cost or to compensate for the amount of interest, fees or   other payment which the Creditor is entitled to receive under this Agreement   equal to the shortfall of such amount to that Creditor upon request by such   Creditor; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(d)
  	
  
After the Borrower has   received such notification to pay the money under such Clause (a), there is   still additional cost or there is still an event the result of which will   reduce the interest, fee or other payment entitled by such Creditor under   this Agreement, the Borrower may select to pay the relevant part of Debt   which is affected in full by acting in compliance with the condition set   froth Clause 9.1.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.2.2
  	
  
After the occurrence   of  the event pursuant to Clause 9.2.1,   the Creditor is entitled to demand the Borrower to pay the debt under this   Clause at any time even after the settlement of debt under this Agreement   (except the debt under this Clause) in full.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  9.3
  	
  
Change in   Basis for Interest or Fee Calculation and Market Disruption
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.3.1
  	
  
At any times, if
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
the Facility Agent or any   Creditor considers that there is any event which effect the money market in   general and there is no proper method to determine the fees or interest under   Clause 5;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(b)
  	
  
The Facility Agent is   notified by any Creditor that there is no determination of  Average Deposit Rate, Average  MLR, or MOR  any longer; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(1)
  	
  
If   in relation to any Interest Period, the Facility Agent determines (which   determination shall be conclusive and binding) that by reason of   circumstances affecting the Interbank Market generally, adequate and fair   means do not exist for ascertaining LIBOR or SIBOR (as the case may be) for   that Interest Period;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(2)
  	
  
Less   than two (2) Reference Banks notify the Facility Agent of a rate for the   purpose of determining LIBOR or SIBOR (as the case may be) for that Interest   Period; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(3)
  	
  
The   Facility Agent determines that deposits in United States Dollars in the   required amount for the relevant Interest Period are not available to it in   the Interbank Market or that the arithmetic means of the rates notified by   the Reference Banks does not adequately reflect the cost of the Creditors of   obtaining funds for that Interest Period,
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
the Facility Agent shall   give notice of such determination to the Creditors and the Borrower within   seven (7) days from the date of such event or from the date of notification   by the Facility Agent (as the case may be).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.3.2
  	
  
After the giving of a   notice pursuant to Clause 9.3.1 last paragraph, the Borrower and the   Creditors shall enter into negotiation in good faith with a view to agreeing   upon and alternative basis for the calculation of interest, fee, Interest   Period and Interest Payment Date and other relevant conditions (hereinafter   referred to as “Substituted Basis of    Financing”).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.3.3
  	
  
If the Creditors and the   Borrower can agree in writing for the Substituted Basis of Financing within   thirty (30) days from the date of notification by the relevant notification   pursuant to Clause 9.3.1 last paragraph, such basis shall take effect in   accordance with its terms.
  










	
  
 
  	
  
9.3.4
  	
  
If no Substituted Basis of   Financing is agreed upon within thirty (30) days  from the date of notification or the Creditors determine that   the Agreement on the Substituted Basis of Financing cannot be completed prior   to the expiry of such period, the parties agree to perform in compliance with   the following conditions:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
The Creditors have the   right to require the Borrower to pay the affected part of the Facility by   sending notice in advance specifying the date for such prepayment within   thirty (30) days from the date of notification to the Borrower.  In such case, the Borrower will repay the   affected part of the Facility together with interest accrued thereon  in case there is no determination of   Average Deposit Rate, Average  MLR,   MOR,  LIBOR or SIBOR (as the case may   be) the last  available rate   applicable thereto will be used on the calculation of the interest which is   due or payable and other amount of money which is due and payable to the   Creditors within the time specified therein; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
In any case, so long as   the circumstances referred to in Clause 9.3.1 (a), (b) or (c) shall continue   and the Facility Agent have sent the notification of such event, the Borrower   is entitled to repay the affected part of Facility in full to the Creditors   together with the interest in case there is no determination of Average   Deposit Rate, Average  MLR, MOR, LIBOR   or SIBOR (as the case may be) the last available interest rate will be used   and other amount due under this Agreement without having to pay the penalty   fine.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.3.5
  	
  
Upon the occurrence of the   event pursuant to Clause 9.3.1 and there is no agreement on the Substituted   Basis of Financing, the interest shall be calculated at the annual rate which   is equal to the aggregate of (1) the per annum interest  rate determined by the Creditors from time   to time and (2) the average interest provided by the Creditor to the prime   customers as the substitution for Average Deposit Rate, Average  MLR or MOR (as the case may be) or a   annual rate which is equal to the aggregate of (1) the per annum interest   rate determined by the Creditors from time to time and (2) the cost   (expressed as an annual interest rate) to the Creditors for funding its   outstanding Loan during the relevant Interest Period (as conclusively determined   by the Creditors) as the substitution for LIBOR or SIBOR (as the case may   be), provided that the Borrower will pay such interest calculating from the   last day of interest period designated by

the Facility Agent from time to   time.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.3.6
  	
  
If there is a notification   pursuant to Clause 9.3.1 before the utilization of any Facility, the Borrower   is not entitled to utilize such Facility except the Substituted Basis of   Financing have been agreed upon.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
10.
  	
  
Representations   and Warranties
  
	
  
 
  	
  
 
  
	
  
10.1
  	
  
The Borrower represents   and warrants to the Facility Agent, the Security Agent and the Creditors   that:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
10.1.1
  	
  
The Borrower is a limited   company registered under Thai laws and has the registered office at the   address mentioned above and has the branch offices as specified in the   affidavit.  The Borrower is authorized   or registered to conduct the business in Thailand and has power to hold   titles to all of its assets (including Equipment, Land and Buildings).  The Borrower has the right to operate its business   operation or has the plan to operate in the future.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1.2
  	
  
The Borrower has the right   and power to perform in accordance with this Agreement and the Transaction   Documents and has taken all necessary actions to authorize the execution of   this Agreement and the Transaction Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1.3
  	
  
The Borrower has obtained   the authorization from any governmental agency, competent authority and other   related persons for or in connection with the execution and performance of   this Agreement and the Transaction Documents and under the Project.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1.4
  	
  
The execution of this   Agreement and the Transaction Documents or the performance by the Borrower of   its obligations under this Agreement and the Transaction Documents do not and   shall not:
  










	
  
 
  	
  
 
  	
  
(a)
  	
  
contravene or contradict   to the terms, conditions, representations, contracts, agreements, laws or   regulations binding on the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
contravene any   restrictions on the power to borrow money, incur indebtedness or any other   authorities of the Borrower.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
result   in incurring any encumbrances on all or any part of its assets or income for   the benefit of any other persons other than the Creditors under this   Agreement or result in the Borrower being in default or breach any document   or agreement in which the Borrower is a party or the assets of the Borrower   have to be encumbered other than for the benefit of the Creditors under this   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1.5
  	
  
The Borrower has taken all   necessary actions according to the laws to authorized the Authorized Director   and/or the Authorized Officer to execute and deliver this Agreement and each   of the Transaction Documents to which the Borrower is a party including any   documents, instruments and contracts necessary to be executed according to   such agreements.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
10.1.6
  	
  
This Agreement and the   Transaction Documents (whether or not existing on the date of this Agreement)   constitute legal, valid and binding obligations of the Borrower and each   person entered into the said Agreement and the Transaction Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1.7
  	
  
No litigation or   arbitration proceeding is pending and no case is under the consideration of   any administrative bureaus and no prospective litigation against the Borrower   or to enforce on assets or rights of the Borrower; provided that the result   of such litigation, arbitration or proceeding may materially and adversely   affect the business operation under the Project, assets, debts or status   (financial or otherwise) of the Borrower or the Borrower’s ability to perform   its obligations under this Agreement and the Transaction Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1.8
  	
  
The Borrower has not done   any acts against the laws or as required by laws, regulations, orders,   agreements, representations, instruments, preferential rights, concessions,   permits, licenses, authorizations, obligations, or any duties binding on the   Borrower or its assets or incomes provided that the result of any acts   against the laws or as required by laws of the Borrower may materially affect   the business operation under the Project, assets, debts or status (financial   or otherwise) of the Borrower or the Borrower’s ability to perform its   obligations under the Agreement and the Transaction Documents and no Events   of Default occurred and still in existence.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1.9
  	
  
The Borrower is not   adjudicated bankrupt, under the receivership or insolvent or any court   procedures, resolutions or application for bankruptcy has been taken or filed   for the order of bankruptcy, control of assets, debt restructure,   dissolution, liquidation of the borrower or a receiver, administrator,   planner, plan administrator or similar officers is appointed or under the   procedure of business rehabilitation in the Court according to the Bankruptcy   law.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1.10
  	
  
No guarantee agreement issued   by the Borrower in favor of any commercial bank to guarantee the debt of the   Guarantor.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.1.11
  	
  
The Borrower represent and   warrant that the conditions under Clause 10.1.3, 10.1.4,10.1.6,10.1.7,10.1.8   and 10.1.9 shall be deemed to constitute the representations and warranties   of the Guarantor to the extent that the Guarantor is still liable under the   Third Guarantee Agreement and the Fourth Guarantee Agreement.
  










	
  
10.2
  	
  
The representations and   warranties in Clauses 10.1.1 to 10.1.11 are the representations and   warranties of the Borrower  to the   Facility Agent, Security Agent and Creditors    made on the Effective Date of this Agreement and still be in full   force and effect after the Effective Date of this Agreement until the   Creditors have received payment for the Debt in full.
  
	
  
 
  	
  
 
  
	
  
11.
  	
  
Affirmative   Covenants and Negative Covenants
  
	
  
 
  	
  
 
  
	
  
11.1
  	
  
General Affirmative Covenants
  
	
  
 
  	
  
 
  
	
   
  	
  
The Borrower   agrees with the Facility Agent, the Security Agent and the Creditors that as   long as any debt under this Agreement and/or Transaction Documents is   outstanding, the Borrower covenants that it shall:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.1
  	
  
promptly on reasonable   request from the Creditors, provides the Creditors through the Facility Agent   the statement and other information relating to its operation, asset,   condition (financial or otherwise),    Project, business plan or status of the Borrower as the Creditors may   require from time to time with appropriate reason,  including the report on the change of structure or shareholder   of the Borrower or change in control of the Guarantor and the details   relating to Director and authorization of the Director of the Borrower.  In case there is any change of  the structure or shareholder of the   Borrower or change in control of the Guarantor or the details relating to   Directors and/or authorization of  the   Director of the Borrower, the Borrower must receive the written consent from   the Creditors in advance.  For the   purpose of this Clause 11.1.1, the term “control” means the power, whether   directly

or indirectly, to order or designate the management or policies of a   company whether by being the holder of voting shares, by contract or   otherwise.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
11.1.2
  	
  
the Borrower shall   promptly notify the Facility Agent about the following matters (together with   all the relevant details)
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
the   occurrence of any Event of  Default;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
the occurrence of any   current litigation, arbitration or administrative proceeding or which is   pending or where any person expressly shows its intention to sue the Borrower   or the Guarantor or  to enforce the   assets or rights of the Borrower or the Guarantor under any law in the   aggregate amount at any time exceeding Baht 10,000,000 (Ten Million Baht);
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
the commencement by the   Borrower or the Guarantor of any negotiation with any  other creditors of the Borrower or the   Guarantor apart from the Creditors for the restructure of any debt of the   Borrower or the Guarantor;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(d)
  	
  
the dispute between the   Borrower or the Guarantor and any governmental authorities with respect to   the payment of taxes or any matter where in any such case the dispute if   resolved adversely to the Borrower or the Guarantor would be materially and   adversely affect the operation, business, asset, debt or condition (financial   or otherwise) of the Borrower or the Guarantor or the ability of the Borrower   or the Guarantor to perform its obligation of the Borrower or the Guarantor   under this Agreement or the Transaction Documents or any financial document   executed by the Guarantor with any financial institution or any other   document with any third party; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(e)
  	
  
any change   in the personnel who is authorized to sign, certify true and correct and   deliver notice and document or instrument as specified in this Agreement on   behalf of the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.3
  	
  
The Borrower   shall ensure that the obligation of the Borrower under this Agreement and/or   the Transaction Documents at all time rank at least parri passu with all other obligations   of the Borrower at all time except for preferential rights arising by   operation of the laws of Thailand.
  










	
   
  	
  
11.1.4
  	
  
The Borrower shall pay all   taxes upon and of the assets, revenue or income or profit of the Borrower   before the same shall become overdue and shall pay or cause to be paid any   money in compliance with the lawful claims in whatsoever nature which is  the claim where the non-payment of which   may result in the encumbrance over the asset, revenue, income or profit of   the Borrower or any other preferential rights except where (1) taxes or money   is being contested in good faith by proper proceeding and (2) such reserve or   provision as may be required by generally accepted accounting principal and   taxes shall have been made therefore.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.5
  	
  
The Borrower shall   maintain the assets, Equipment and appliances in the Project of the Borrower   in the good maintenance status, operational and in good condition and will   repair, change and improve the asset, Equipment and appliance as necessary   and appropriate from time to time.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.6
  	
  
The Borrower agrees to   deliver the following documents to the Facility Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
as soon as they are   available (but in event within one hundred and twenty (120) days) after the   end of each Fiscal Year of the Borrower and the Guarantor after the Effective   Date of this Agreement , copies of the Financial Statements of the Borrower   and the Guarantor for each Fiscal Year equal to the number of the Creditors   and  ensure in each case that they   were prepared in accordance with accounting principles and practices   generally acceptable in Thailand (in the case of the Borrower) or in the   United States of America (in the case of the Guarantor) and gives in   conjunction with the notes thereto including the note on changes in the   accounting principles and practices (1) financial condition of the Borrower   and the Guarantor on the date of such Financial Statements and (2) the result   of the operation of the Borrower and the Guarantor for the period to which   they relate, having been prepared with due care and diligence and were
audited by Auditor acceptable to the Creditors;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
as soon as they are   available, (but in any event within forty five (45) days) after the end of   each of the three (3) months period after the Effective Date of this   Agreement, copies of unaudited quarterly financial statements of the Borrower   and the Guarantor for such quarterly financial period together with the   cashflow statements and sources and uses of funds in respect of such periods   for the number enough for all the Creditors having ensured that they were   prepared in accordance with accounting principles and practices generally   acceptable in Thailand  (in the case   of the Borrower) or in the United States of America (in the case of the   Guarantor) and gives in conjunction with the notes thereto including the   notes on changes in the application of an accounting principles and practices   (1) the financial condition of the Borrower or the Guarantor as of the last   day of such financial period and (2) the result of the operation of the
Borrower   or the Guarantor for the period of which they relate, having been prepared   with the due care and diligence, in the case of the Borrower or accepted by   the  creditors of the Guarantor, in   case of the Guarantor;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
simultaneously with the   delivery of Financial Statements for the three (3) month period of the   Borrower or the Guarantor pursuant to subclause (b) above, the Borrower or   the Guarantor shall deliver certificate signed by its Authorized Director or   Authorized Officer certifying on the date of such certification that (which   must be dated not more than ten (10) days before the date of delivery to the   Facility Agent) no Event of Default from the latest submission of such   certification under this subclause (c) (or from the Effective Date of this   Agreement for the first submission of this certificate) or if such   certification cannot be made, the Borrower or the Guarantor will specify the   details of the Event of Default which has happened together with all the   details of the things that the Borrower or the Guarantor has made or proposed   to be done to remedy such Event of Default    or status or other surrounding circumstances.


	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.7
  	
  
The Borrower shall duly   and punctually perform and observe all terms, covenants and conditions on its   part to be performed and observed under each of the documents  to which the Borrower is or will be the   party and not offer or agree to enter into any agreement to amend or cancel   any of the Transaction Documents the Facility Agent considers to be material   and shall proceed to ensure that the Transaction Documents are in full force   and effect.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.8
  	
  
The Borrower shall obtain   and maintain all authorization and privileges from any governmental   authority, bureau, agency or other person in Thailand or other places as   necessary in connection with the execution, delivery or performance of the   Transaction Documents or related to the operation of the Borrower or the   Project of  the Borrower.
  










	
  
 
  	
  
11.1.9
  	
  
The Borrower shall notify   the Facility Agent in writing of the litigation or proceeding in court or   other authority that has the result of prohibiting or obstructing the   performance of the Borrower under this Agreement or the Transaction Documents   or affect the validity and enforceability of this Agreement or the   Transaction Documents as soon as practicable.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
11.1.10 
  	
  
The Borrower shall allow   the Facility Agent, the Security Agent, the Creditors or the representatives   of such persons to during business hours examine the operation of the   Borrower including all documents which, in the opinion of the Facility Agent,   the Security Agent, the Creditors or the representatives of such person   consider to be related to the business operation of the Borrower and the   Board of Directors of the Borrower shall strictly follow the advice and   suggestion of the Facility Agent, the Security Agent, the Creditors or the   representatives of such persons in relation to the preservation of their   rights over all or any  part of the   Security or assets of the Borrower and will ensure as necessary that the said   advice and/or suggestion must be approved by the shareholders of the Borrower   with enough majority votes pursuant to the Articles of Association of the   Borrower to make that advice and/or suggestion operational 
in the event that according to the   Articles of Association of the Borrower such action requires approval from   the shareholders of the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.11
  	
  
The Borrower shall   maintain:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(a)
  	
  
the ratio of  Aggregate Debt to Equity at the rate of   not exceeding 3:1 as long as there is any Debt under this Agreement and/or   Transaction Documents outstanding.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
                  (a)          from   the end of December 2005, the ratio of all Long Term Debt to Equity shall be   decreased from the rate not exceeding 2:1 to the rate of not exceeding 1.5:1   as long as there is any Debt under this Agreement and/or Transaction   Documents outstanding.

    
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
                  (b)          Debt   Service Coverage Ratio as follows:

  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(i)
  	
  
For the Fiscal Year of   2007 to 2009, at the rate of not less than 1.2:1; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
For the Fiscal Year of   2010 and onwards, and as long as there is any Debt under this Agreement   and/or Transaction Documents outstanding, at the rate of not less than 2:1;   and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
                  (d)          Interest   Coverage Ratio at the rate of not less than 2:1.

  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.12
  	
  
The Borrower shall arrange   for the Guarantor to support the Project throughout the term of this   Agreement, which includes the support in raw materials, and other necessary   tools and appliances and the marketing for the Project.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.13
  	
  
The Borrower shall arrange   for (a) the Guarantor to control    whether directly or indirectly the operation of the Borrower and hold   the shares in the Borrower whether directly or through any of  the Innovex Group Companies not less than   99.99 percent of the paid-up capital and (b)    the Guarantor which is the ultimate parent company to hold the shares   in the last layer in the Borrower to be the controller of the business of the   Borrower and the Borrower agrees to provide comfort to the Creditors that   throughout the term of this Agreement (1) there will be no change in control   in the Borrower in a way which results in the Guarantor having no control   over the Borrower whether directly or through any of the Innovex Group   Companies, and (2) apart from the change of control in the Borrower as   aforesaid, there will be no change in control in the Guarantor which will   affect the ability of the Borrower to perform its obligation under

this   Agreement and/or the Transaction Documents or impact the financial status of   the Borrower.  For the purpose of this   Clause 11.1.13, the term “control” means the power, whether directly or   indirectly, to order or designate the management or policies of a company   whether by being the holder of voting shares, by contract or otherwise.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.14
  	
  
The Borrower shall inform   the portions of each type of    Facilities drawndown by the Borrower under this Agreement and/or the   Transaction Documents to the Facility Agent in the form and substance   satisfactory to the Facility Agent on each of the first and sixteenth day of   each month under the calendar year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.15
  	
  
The Borrower agrees that   the Security currently held by the Creditors is the Security that has   preferential rights that are valid and enforceable under the Thai law.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.16
  	
  
From the first Utilization   Date under this Agreement and for so long as the Debt is paid in full, the   Borrower shall at all time keep funded the Debt Service Reserve Account in   advance with an amount at least equal to the amount of interest payments for   the subsequent three (3) Interest Periods payable to the Creditors pursuant   to the Facilities provided by the Creditors under this Agreement.
  










	
  
 
  	
  
11.1.17
  	
  
The   Borrower shall arrange for Wells Fargo Bank and U.S. Bank to issue the   confirmation letter(s) that the debt of the Guarantor owed to Wells Fargo   Bank and U.S. Bank was paid in full in the form and substance acceptable to   the Creditors within 31 July 2004 and upon receiving this confirmation   letter, the Creditors will issue the letter canceling and releasing the   parties’ obligations under the Prioritization Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.1.18
  	
  
The   Guarantor shall execute the Third Guarantee Agreement which was duly   notarized by the notary public and authenticated by the Thai Embassy or   Consul in the form acceptable to the Creditors and the Guarantor has obtained   a legal opinion in the form and substance acceptable to the Creditors from   the law firm acceptable to the Creditors in relation to the legality and   enforceability of the Third Guarantee Agreement within 31 July 2004.
  





	
  
11.2
  	
  
Covenant   in relation to Insurance
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Throughout the term of   this Agreement, the Borrower agrees to perform in accordance with the   following matters:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
11.2.1
  	
  
The Borrower shall obtain   and maintain and/or arrange to obtain and maintain insurance on the Building,   Equipment, stocks and other assets relating to the Project of the Borrower in   the insurable amount  not less than   the aggregate commitments of the Creditors under this Agreement and the   Transaction Documents including third party liabilities insurances which   insurances will be the type of  All   Risks insurance in compliance with the terms, conditions and within the time   the Creditors consider appropriate in which case, the Borrower shall   designate the Creditors to be the casualty insurance agent as specified by   the Creditors with the insurance company acceptable to the Creditors and at   the amount acceptable to the Creditors and will designate the Creditors as   sole beneficiary of such insurances.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.2.2
  	
  
In the event the Creditors   determine that the insurance effected and maintained pursuant to this   sub-clause will not at any time adequately cover the interest of the   Creditors under this Agreement or the Transaction Documents, the Creditors   may notify the Borrower to arrange the additional insurance or change the   insurance company (as the case may be)    and the Borrower shall comply with the request of the Creditors at its   own expenses and the conditions for such insurance and the benefits shall be   in compliance with Clause 11.2.1.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.2.3
  	
  
The Borrower shall   delivery or arrange to deliver the original of all insurance policies or   cover notes pursuant to the condition of Clause 11.2.1 above to the Security   Agent as soon as practicable.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.2.4
  	
  
The Borrower shall   promptly pay all premiums (or installment thereof) in respect of each of the   policy of insurances promptly and within the due date and produce copy of   receipt in respect of payment of such premiums (or installment thereof) or   other evidence of such payment to the Security Agent as accepted by the   Security Agent in its own discretion within fourteen (14) days from the date   of payment and in case of renewal of such policy produce to the Security   Agent the evidence of each such renewal no later than the date of expiry of   such policy and pay the renewal and other premiums (and installment thereof)   as required by the term of such policy and shall promptly produce such   evidence of payment to the Security Agent and in case the Borrower fails to   pay insurance premiums (or installment thereof) in time the Creditor may pay   such premiums (or installment thereof) in accordance with the Commitment   Percentage on behalf of the
Borrower in which case the Borrower will repay   such amount to the Creditors promptly upon demand by the Creditors with   interest at the Default Interest Rate.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.2.5
  	
  
The Borrower shall do all   things necessary and provide all documents, evidence and information and/or   assist the Security Agent to collect or recover any money which becomes due   and payable to the Security Agent or Creditors in respect of the insurances   referred to in this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.2.6
  	
  
The Borrower shall send   notice to the Security Agent of the occurrence of the l loss under the   insurance policy together with details of the same.
  










	
  
11.3
  	
  
Negative   Covenant
  
	
   
  	
  
 
  
	
  
 
  	
  
The Borrower covenants   with the Facility Agent, the Security Agent and the Creditors that as long as   there is any Debt under this Agreement and/or Transaction Documents   outstanding, the Borrower shall not without prior written consent of the   Creditors perform any of the following acts:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
11.3.1
  	
  
The Borrower shall not   merge or consolidate with or into any other person or perform any act, which   have the feature and consequence similar to merger or acquisition or take any   step with a view to dissolution, liquidation or winding-up.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.3.2
  	
  
The Borrower shall not   make any substantial change or alteration in the nature of the business or   Project in which the Borrower is currently operating.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
11.3.3
  	
  
The Borrower shall not   sell, transfer, lend, lease or dispose of the operation or asset or fixed   asset of the Borrower whether in whole or in part including not enter into   any securitization except in the ordinary course of business of the Borrower   or guarantee any debt of any of the Innovex Group Companies and/or the   Guarantor.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.3.4
  	
  
Except the performance   under this Agreement and the Transaction Documents, the Borrower shall not   incur or maintain any obligation, debt or encumbrance by borrowing from any   person (including each Creditor under this Agreement) or lending to any   person or giving guarantee or other means except
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
The borrowing from any of   the Innovex Group Companies (including the Guarantor of the Borrower) in the   subordinated nature, namely  having   the right for the payment of debt after the Creditors receive all the payment   of  Debt under this Agreement and   Transaction Documents in full; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
The debt incurred in the   ordinary course of business of the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.3.5
  	
  
The Borrower shall not   transfer its rights or revenues or income and shall not pay any Creditor   under this Agreement otherwise than pursuant to the methods specified in this   Agreement or Transaction Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.3.6
  	
  
Except for the Security   provided to the Creditors prior to the Effective Date of this Agreement or   pursuant to the condition of this Agreement or the Transaction Documents, the   Borrower shall not incur or allow any lien, mortgage, pledge or encumbrances,   option, preferential rights (except preferential rights created by operation   of laws) assignment or transfer by way of    security, deposit asset as security, trust receipt, any agreement   allowing one Creditor to have any rights over other Creditors,   securitization, benefit as the seller, lessee,  purchaser or lessor pursuant to the conditional purchase and   sale agreement, hire purchase, leasing (except commercial lease of  the appliances, stationary in the office,   factory and car in the normal business operation) installment agreement or   agreement with right for ownership retention in whatsoever nature existing   over the security, revenue or right whether in whole or any part
of the   Borrower relating to the operating of the business pursuant to the Project of   the Borrower except items designated by this Agreement for the benefit of the   Creditors or any Creditor and will not allow any person to utilize the asset   of the Borrower relating to the operation of the Project of the Borrower and   the Security; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.3.7
  	
  
The Borrower shall not pay   dividend, interest or any money according to the loan agreement or any other   type of agreement to the shareholders or    Innovex Group Companies and/or Directors except with prior written   consent from the Creditors.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.3.8
  	
  
Except for the Security   provided to the Creditors pursuant to the terms of this Agreement, the   Borrower shall not mortgage, pledge or create any encumbrances over the   Equipment with any creditor or person until the Debt under this Agreement is   discharged in full.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
12.
  	
  
Event of   Default
  
	
   
  	
  
 
  
	
  
12.1
  	
  
Each of the   following events shall be an Event of Default unless the Creditors agree in   writing in advance that it is not an Event of Default.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.1
  	
  
The Borrower fails to pay   any sums due hereunder and/or under the Transaction Documents on the due date   pursuant to the terms of this Agreement and/or Transaction Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.2
  	
  
The Borrower fails to   perform or observe any of its other obligations under this Agreement and/or   the Transaction Documents for whatsoever reason and such failure the Facility   Agent considers that it is not remediable.
  










	
   
  	
  
12.1.3
  	
  
Apart from the events   under Clauses 12.1.1 and 12.1.2 of this Agreement, the Borrower fails to   perform or observe any of its other obligations under this Agreement and/or   the Transaction Documents for whatsoever reason and such failure the Facility   Agent considers it is capable of remedy but that failure has not been remedied   within thirty (30) days from the earlier of (a) the date on which the   Borrower becomes aware or with the exercise of reasonable diligence to have   become aware of such failure or (b) the date upon which the written notice of   such failure is given to the Borrower by the Facility Agent.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.4
  	
  
Any representation or   warranty given by the Borrower under this Agreement or the Transaction   Documents is not true, or proves to have been untrue, incorrect or misleading   in any material respect or the Borrower fails to comply with any of the   affirmative and negative covenants as specified in Clause 11 which the   Facility Agent considers to be material.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.5
  	
  
(a) any indebtedness of   the Borrower or the Guarantor becomes due and payable prior to its stated maturity   or (b) any indebtedness of the Borrower or the Guarantor which is   payable  on demand or after the notice   is not paid on demand or on the expiry of    due notice  (as the case may   be) or (c) the Borrower or the Guarantor defaults in the payment of any indebtedness   (or upon the expiration of the any applicable grace period) or (d) any   guarantee or indemnity of the Borrower or the Guarantor is not honored when   due or demanded or (e) steps are taken to enforce any encumbrances or other   security of the Borrower or the Guarantor given in respect of its liability   or liability of any other persons.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.6
  	
  
Any of the   authorization, permit or consent referred to in Clause 7 of Attachment 5   is modified or  restricted in the   nature which is not acceptable to the Creditors or revoked, withdrawn,   suspended, terminated or expire whether in whole or in part or is not renewed   or extended or not in full force and effect in whatsoever nature or there is   any promulgate, announcement, cancellation or revocation or change in laws or   regulations or orders the result of which is the suspension, change, cancel   or except the performance of the obligation of the Borrower under the   Transaction Documents whether in whole or in part.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.7
  	
  
The Transaction Documents   or any part of the Transaction Documents cease to be in full force and effect   at any time and for whatever reason (except the expiration on the maturity or   the relevant parties have completed all the obligations under the Agreement)   or announce to be void or reject or ineffective or the Borrower or any person   oppose to the completion or effectiveness of the Transaction Documents at any   time or the Borrower rejects that it has any obligation or commitment under   the Transaction Documents.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.8
  	
  
Any action,   proceeding or litigation is instituted in any courts or authorities to   prohibit or sustain the performance of the Borrower under this Agreement or   the Transaction Documents in whatsoever nature which affects the legality,   completeness, binding effect or enforceability of the Transaction Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.9
  	
  
The   performance of the Borrower or other person under the Transaction   Documents  or the utilization by any   Creditor of its rights under  this   Agreement or the Transaction Document is impossible  or illegal.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.10
  	
  
The Borrower   ceases or demonstrates the possibility of ceasing of the operation of the   Borrower that is material or the Borrower disposes of its operation or assets   in whole or in any material part.
  










	
  
 
  	
  
12.1.11
  	
  
The Borrower   or the Guarantor enters into any agreements with any other creditors apart   from the Creditors or be adjudicated bankrupt or insolvent upon prove that   the Borrower or the Guarantor has more debts than assets,  enter into receivership, or transfer the   rights for the benefit of its Creditor or similar proceeding is instituted or   any dissolution is made for the issuance of the order in relation to the   business rehabilitation, bankruptcy, receivership, winding-up, dissolve of   operation, corporate restructuring or debt restructuring or rehabilitation of   the Borrower or the Guarantor, the winding-up or any acts in similar nature   relating to the Borrower or the Guarantor under the Thai law or other law or   there is any appointment of Official Receiver, administrator, planner, plan   administrator or official of similar nature or any administrator of the   encumbrancer takes possession of all or part of assets of the Borrower or the
Guarantor or there is any judgment or execution order of the similar nature   for whatsoever over all or part of the assets of the Borrower or the   Guarantor.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.12
  	
  
Any law or   regulation or order is enacted, promulgated or made or governmental action is   taken or proceedings instituted for the winding-up, liquidation,   rehabilitation or restructuring of the structure of the Borrower or the   Guarantor or for the suspension or revocation of any substantial part of the   Borrower’s or the Guarantor’s operations or for nationalization of the  property or assets, seizure, expropriation   or suspension of any material part of the assets of the Borrower or the   Guarantor or any such person considers it appropriate to restrain the control   of the assets of the Borrower or the Guarantor from normal managerial control   over all or  any substantial part   of  property or asset of the Borrower   or the Guarantor.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.1.13
  	
  
Any   situation shall occur which in the opinion of the Creditors or there is   reasonable ground to believe that a material adverse change in the   operations, assets, debts or status (financial or otherwise) of the Borrower   has occurred or there is any justifiable ground to believe that the event may   have a material adverse affect to the ability of the Borrower to perform the   obligations of the Borrower under this Agreement and the Transaction Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
12.2
  	
  
Subject to the terms and   conditions of this Agreement, upon the happening of any Event of Default, the   Facility Agent or Security Agent (as the case may be) shall perform the   following acts whether in whole or in part at any time after such Event of   Default by issuing the written notification to the Borrower and the Guarantor   without prejudice to any other available rights and remedies the Creditors   may have:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
12.2.1
  	
  
declare or   accelerate  all or part of the   indebtedness together with the fees, and other money to be paid under this   Agreement and or the Transaction Documents to be immediately due and payable   without further demand, notice or legal formality of any kind.  In such case, the Borrower shall be   responsible to pay such Debt including interest to the Creditors.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.2.2
  	
  
declare all part of the   Facility terminated where upon the obligation of the Creditors to provide the   Facility under this Agreement or Transaction Documents shall immediately   terminate.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.2.3
  	
  
Enforce the   Security or enforce the rights or remedies as specified in the Transaction   Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
12.3
  	
  
Default Interest
  
	
  
 
  	
  
 
  
	
  
 
  	
  
12.3.1
  	
  
If the Borrower fails to   pay when due any amounts due and payable under this Agreement and/or the   Transaction Documents on the due date under this Agreement and/or the   Transaction Documents, the Borrower must pay (to the extent possible under   the laws) the interest for the principal of the Facility which is due and   payable by the Borrower to the Creditors from and including the date of   default until the date of actual payment (both after and before the judgment)   at the Default Interest Rate each Creditor is entitled to collect from loan   from the date of default until the Borrower repays such debt in full.
  










	
  
 
  	
  
12.3.2
  	
  
The Default Interest Rate   determined from time to time pursuant to Clause 12.3.1 of this sub-clause   will be calculated on the basis of actual number of day elapsed and a year of   three hundred sixty five (365) days for the Facilities in Baht and a year of three   hundred and sixty (360) days for the Facilities in any other foreign currency   other than Baht and shall be payable from time to time upon written demand   from the Facility Agent, the Security Agent or the Creditors and the   certificate of the Facility Agent or the Security Agent in relation to the   interest rate, Interest Period and amount of interest to be paid under this   sub-clause will be completed and binding on the Borrower except for manifest   error.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
12.4
  	
  
After the declaration   pursuant to Clause 12.2.1 by the Facility Agent or the Security Agent, if the   Creditor receives or obtains the principal of the Facility or any amount of   money under this Agreement whether in whole or in part on the day which is   not the Interest Payment Date for the principal amount of the Facility or any   amount of money under this Agreement,    the Borrower shall pay the amount certified by the Creditors (which is   due to be completed and binding on the Borrower except for manifest error) as   the amount which is necessary to compensate the Creditors for the loss or   expense whether directly or indirectly that the Creditors sustain as the   result of the receive of such amount on the date which is not an Interest   Payment Date (including the loss of    profit and the loss or expense incurred or may incur in liquidation or   redeploying funds acquired to make or maintain the loan or any part of the   loan or the
utilization of such money again at any one or more rates which is   lower than the rate which would have been payable by the Borrower under this   Agreement) to the Creditors upon request.
  
	
   
  	
  
 
  
	
  
13.
  	
  
Security
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   agrees to provide additional Security as follows as the security for the debt   of the Borrower under the Credit Facilities Agreement, this Agreement and the   Transaction Documents.
  
	
  
 
  	
  
 
  
	
  
13.1
  	
  
The Borrower shall pledge   all the Equipment for the benefit of the Creditors under the Equipment Pledge   Agreement, from time to time, as soon as practicable for the pledge under the   laws or upon request by the Security Agent or Creditors by instructing the   Security Keeper designated by the Facility Agent, the Security Agent and the   Creditors to control the said Equipment for the benefit of the Creditors and   after the Borrower has registered the mortgage of  Registerable Equipment in the name of the Creditors under the   conditions of Clause 13.3 such Registerable Equipment will be released from   the pledge under this clause.
  
	
  
 
  	
  
 
  
	
  13.2
  	
  
The Borrower shall submit   the application to register the ownership of the Registerable Equipment of   the Borrower to the Equipment Registrar, from time to time, as soon as   practicable under the laws or upon demand by the Security Agent or Creditors,   but in any case the Borrower shall submit the application to register the   ownership of the first lot of  the   Registerable Equipment no later than 31 December 2001 pursuant to the terms   of the Credit Facilities Agreement or any other date agreed by the Creditors   and after the registration of  the   equipment the Borrower must submit all documents which are the evidence of   such ownership registration in the equipment which is the original to the   Security Agent for the safe custody and apart from the first lot of the   Registerable Equipment, the Borrower agrees to also pledge the Registerable   Equipment and register the ownership and mortgage the Registerable Equipment   used to install
relating to the operation and Project after 31 December 2001.
  










	
  
13.3
  	
  
The Borrower must register   the mortgage of all of the Registerable Equipment the ownership of which have   already been registered pursuant to Clause 13.2, from time to time, under the   form and substance satisfactory to the Creditors as a security for the debt   under this Agreement and the Transaction Documents in which case the Borrower   shall be responsible to pay for the fees and expenses for such mortgage and   after the registration of any Equipment the Borrower shall deliver all the   evidences (which is the original) relating to such mortgage to the Security   Agent for the benefit of the Creditors, provided that before each   registration of the mortgage of the Registerable Equipment, the Borrower   shall obtain all consents, licenses, permits or other similar type of   documents from any relevant governmental authority, agency, organization,   board (including the Board of Investment) or other person as necessary to   mortgage that Registerable
Equipment.
  
	
   
  	
  
 
  
	
  
13.4
  	
  
In case the Borrower has   additional land and/or building for the operating of the Project, the   Borrower shall mortgage such land and/or building to the Creditors in the   form and substance satisfactory to the Creditors in which case the Borrower   shall be responsible to pay for the fees and expenses for such mortgage   registration and after any mortgage registration, the Borrower shall deliver   all evidences (which is original) relating to such mortgage to the Security   Agent for the benefit of the Creditors.
  
	
  
 
  	
  
 
  
	
  
13.5
  	
  
The Borrower shall provide   additional Security as requested by the Creditors when the Creditors consider   that the Security provided by the Borrower to the Creditors under this   Agreement or the Transaction Documents are deteriorated or the value of such   Security has been diminished.
  
	
  
 
  	
  
 
  
	
  
14.
  	
  
Distribution   of Security
  
	
  
 
  	
  
 
  
	
  14.1
  	
  
The Security Agent agrees   to perform the following obligations:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
14.1.1
  	
  
accept and hold the Pool   Assets and revenues from the enforcement of the Pool Assets and the claims   for insurance for the benefit in accordance with the Proportion of Debt of   the Creditors within the safe place and release or distribute the Pool Assets   in compliance with the terms of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
14.1.2
  	
  
arrange for the filing and   custody of all correspondences between the Borrower and the Security Agent   under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
14.2
  	
  
Each party in this   Agreement will inform the other party of any matter that may have material   affect to the operation of this Agreement or the Transaction Documents.
  
	
   
  	
  
 
  
	
  
14.3
  	
  
If any Creditor obtains or   acquires any amount of money from the Pool Assets (apart from the receipt   from Facility Agent or Security Agent relating to performance of the duties   of the Facility Agent or the Security Agent under this Agreement),  such Creditor shall inform other Creditors   and the Security Agent about such receipt of money promptly.
  
	
  
 
  	
  
 
  
	
  
14.4
  	
  
After the notification   under Clause 14.3, the Creditors agree to jointly distribute the money   received in the following orders:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
14.4.1
  	
  
firstly, the money will be   used to repay the court fees, legal expenses and other expenses incurred for   the joint benefit of the enforcement, distribution and/or maintenance of Pool   Assets; and
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
14.4.2
  	
  
subsequently,  the remaining of such amount will be used   to repay the interest on the debt which is outstanding and due but not   payable and will be used to repay the debt at that time which is due and   payable and which is the debt of each Creditor under this Agreement in   Proportion of Debt at that time.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
14.5
  	
  
The provision of this   Clause is made for the benefit of the Creditors such that initially will be   used as security for the due and punctual payment of the debt and subsequent   as the security for the performance of the obligations and all types of debt   which is outstanding from time to time of the Borrower.
  










	
  
14.6
  	
  
The provision of this   Clause will not be deemed to be novation among the Borrower and the Creditors   or each of the Creditor whether for the debt under any agreement and shall   not be interpreted to reduce the rights of the Creditors against the   Borrower.
  
	
   
  	
  
 
  
	
  
14.7
  	
  
In case any Creditor   obtains any benefit from the security which is additional benefit in   whatsoever nature which is the security for any Debt or the whole Debt of the   Borrower at any time whether now or in the future such benefit under the   security will be deemed to be the Pool Assets for the  joint benefit of the Creditors as if  such benefit under the security is   obtained pursuant to the term of this Agreement and in the event of any   breach which followed by enforcement of Pool Assets, the Security Agent shall   obtain and maintain such benefits in security for the joint benefit of the   Creditors and will distribute all the money received from the enforcement of   such benefit under the security to the Creditors pursuant to Clause 14.4   above.
  
	
  
 
  	
  
 
  
	
  
14.8
  	
  
Each Creditor agrees that   the provision of this Clause shall not have any effect to other security or   preferential rights, assets or rights which any Creditor obtains from any   person freely by making a written agreement to exempt its from being a Pool   Asset from the other Creditor.
  
	
  
 
  	
  
 
  
	
  
14.9
  	
  
If there is any Event of   Default, the Creditors shall consult each other immediately to agree on the   joint cause of actions.
  
	
   
  	
  
 
  
	
  
14.10
  	
  
In the event of Pool   Assets being enforced, all the money resulting from that enforcement together   with any money from the insurance which is payable after the proceeding to   enforce the Pool Assets will be paid to the Security Agent for the benefit of   Creditors in accordance with their Proportion of  Debt.  All such proceeds   shall be distributed within five (5) Banking Days from the date of receipt as   follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
First,
  	
  
 
  	
  
to be used to repay the   fees and expenses incurred in relation to the enforcement of such Pool   Assets.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Secondly,
  	
  
 
  	
  
subject to the provision   of Clause 14.4 shall be used to repay the debt which is due and payable to   each Creditor in accordance with its Proportion of Debt at that time and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Thirdly,
  	
  
 
  	
  
to return the balance (if   any) to the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Provided that if the money   received is not enough to repay the debt in full, such money will be used to   pay according to the Proportion of Debt of each Creditor at the  time of the distribution of money without   any preferential rights or the rights to receive before others among the   Creditors.
  
	
  
 
  	
  
 
  
	
  
14.11
  	
  
In any cases if any   Creditors receives the distribution or portion of enforcement of Pool Assets   exceeding its Proportion of Debt, such Creditor shall return the exceeding   amount  to be distributed among the   Creditors in accordance with the Proportion of  Debt, in order for the debt to be paid in compliance with   correct Proportion of Debt.
  
	
   
  	
  
 
  
	
  
14.12
  	
  
The Facility Agent, the   Security Agent and Creditors shall jointly take care of and maintain the   rights that each of the Creditors has in the Pool Assets as long as the   Borrower is indebted under this Agreement.    If any Creditor performs or refrains from performing which results in   the rights in the Pool Assets in relation to such Creditor to be diminished   without obtaining the consent from other Creditors the proportion that such   Creditor shall receive from the enforcement of  Pool Assets pursuant to Clause 14.10 shall be reduced by the   same amount.
  
	
  
 
  	
  
 
  
	
  
14.13
  	
  
The Borrower shall not   perform any of following acts except where the Creditors agree in writing
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
create any mortgage rights   or encumbrances over the Pool Assets whether in whole or in part apart from   those specified in this Agreement or the Transaction Documents.
  










	
  
 
  	
  
(b)
  	
  
incur debt or binding   obligation with any Creditor under this Agreement apart from what have   already provided in this Agreement or the Transaction Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
repay the debt to any   Creditor in this Agreement other than pursuant to  the procedures set forth in this Agreement or the Transaction   Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
14.14
  	
  
The parties agree that the   Security Agent shall be responsible for the safe keeping of the Agreement,   title deeds, certificates of ownership, insurance policies, instruments and   documents relating to the Pool Assets, Security and Transaction Documents   which must be submitted to the Security Agent under this Agreement for the   benefit of the Creditors in the safe place.
  
	
   
  	
  
 
  
	
  
15.
  	
  
Indemnity
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Without affecting other   provision of  this Agreement, the   Borrower shall indemnify any of the Creditors,  promptly upon request from such Creditor with reasonable   supporting evidences, from and against all actions, losses, expenses or   liabilities whether directly or indirectly including the legal fees, the   Creditors or any Creditor have incurred or paid as a result of the Borrower   not performing its obligation on the due date or as a result of the misrepresentation   of any facts or as a result of any Event of Default (whether such debt is   declared to be immediately due and payable or not) (including interest or   fees which is paid or to be paid for the money which is borrowed to support   any amount which has not been paid).
  
	
  
 
  	
  
 
  
	
  
16.
  	
  
Expenses
  
	
  
 
  	
  
 
  
	
  
16.1
  	
  
Upon request in writing by   the Facility Agent or the Security Agent to the Borrower, the Borrower shall   pay any reasonable amount as may be necessary to reimburse the Creditors for   all costs, charges, and expenses (including without limitation legal fees and   expenses and other advances in whatsoever nature) incurred by the Creditors   in negotiation, preparing and execution of this Agreement and/or the   Transaction Documents and other documents to be made under this Agreement   and/or the Transaction Documents are arranged for the return of any money   which is due and payable to the Creditors under this Agreement and/or the   Transaction Documents or in preserving or enforcing or seeking to preserve or   enforce  any of the rights of the   Creditors under this Agreement and/or the Transaction Documents to the   Creditors.
  
	
   
  	
  
 
  
	
  
16.2
  	
  
The Borrower shall pay or   cause to be paid all present and future stamp and other like duties and taxes   in similar nature together with the registration fees,  recording fees, and other types of fees in   the similar nature which is payable under this Agreement or the Transaction   Documents or documents or instruments referred to in this Agreement or the   Transaction Documents and shall indemnify the Creditors against all   liabilities, costs, claims and expenses with respect to or resulting from any   delay in paying such duties, taxes or fees.    A certificate as to the amount in respect of which the indemnity is so   required submitted by the Facility Agent or Security Agent shall be   conclusive and binding on the Borrower (in the absence of manifest error).
  
	
  
 
  	
  
 
  
	
  
16.3
  	
  
The Borrower shall, upon   request from the Security Agent and/or Creditors, pay the expenses for the   appraisal of the Security and/or other assets of the Borrower from time to   time to the independent appraiser designated by the Security Agent.
  
	
  
 
  	
  
 
  
	
  
17.
  	
  
Notices
  
	
  
 
  	
  
 
  
	
  17.1
  	
  
All notices, demands or   other communications required to be delivered or done under this Agreement or   the Transaction Documents shall be sent and made in writing and deliver by   hand, registered mail, telex, or facsimile unless otherwise specified in this   Agreement.
  
	
  
 
  	
  
 
  
	
  
17.2
  	
  
All notices,   demands or other communications to be sent or made to the Borrower, the   Facility Agent, the Security Agent or Creditor under this Agreement or the   Transaction Documents shall be sent to such person at the following addresses   (except the recipient has designated other address or telex or facsimile   numbers and such notification was made no later than five (5) days in advance.)
  










	
  
 
  	
  
To the   Borrower:
  	
  
Innovex   (Thailand)  Limited
  
	
  
 
  	
  
 
  	
  
79 Moo 4,   Export Industrial Zone 2
  
	
   
  	
  
 
  	
  
Northern   Industrial Estate
  
	
  
 
  	
  
 
  	
  
Baan Klang   Sub-district
  
	
  
 
  	
  
 
  	
  
Muang   Lampoon District
  
	
  
 
  	
  
 
  	
  
Lampoon   Province
  
	
  
 
  	
  
 
  	
  
Thailand
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Tel:
  	
  
(053) 554-700
  
	
   
  	
  
 
  	
  
Fascimile:
  	
  
(053)   554-699
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
To the   Security Agent:
  	
  
TMB Bank   Public Company Limited
  
	
  
 
  	
  
 
  	
  
3000, Phahon   Yothin Road
  
	
  
 
  	
  
 
  	
  
Chatuchak,   Bangkok 10900
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Tel:
  	
  
02 299-1221
  
	
   
  	
  
 
  	
  
Fascimile:
  	
  
02 299-1281
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
To the   Facility Agent:
  	
  
Bank of   Ayudhya Public Company Limited
  
	
  
 
  	
  
 
  	
  
1222 Rama   III Road
  
	
  
 
  	
  
 
  	
  
Bangpongpang,   Yannawa
  
	
  
 
  	
  
 
  	
  
Bangkok   10120
  
	
  
 
  	
  
 
  	
  
Thailand
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Tel:
  	
  
02 296-4787
  
	
  
 
  	
  
 
  	
  
Fascimile:
  	
  
02 683-1298
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
To the   Creditors:
  	
  
TMB Bank   Public Company Limited
  
	
  
 
  	
  
 
  	
  
3000, Phahon   Yothin Road
  
	
   
  	
  
 
  	
  
Chatuchak,   Bangkok 10900
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Tel:
  	
  
02 242-3780
  
	
  
 
  	
  
 
  	
  
Fascimile:
  	
  
02 242- 3790
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Bank of   Ayudhya Public Company Limited
  
	
  
 
  	
  
 
  	
  
1222 Rama   III Road
  
	
   
  	
  
 
  	
  
Bangpongpang,   Yannawa
  
	
  
 
  	
  
 
  	
  
Bangkok   10120
  
	
  
 
  	
  
 
  	
  
Thailand
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Tel:
  	
  
02 296-3741,
  
	
  
 
  	
  
 
  	
  
 
  	
  
02 683-1268
  
	
  
 
  	
  
 
  	
  
Fascimile:
  	
  
02 683-1264
  





	
  
 
  	
  
The address   of the Borrower as specified above (or other address designated in writing by   the Borrower under the terms and conditions of this Agreement as the case may   be) shall be deemed to be special domicile of the Borrower for the   communication from the Facility Agent or the Creditors and/or other Judicial   Authority in relation to this Agreement and the Transaction Documents.
  










	
  
17.3
  	
  
All notices, demands, and   other communications address to the Borrower as mentioned above shall be   deemed to deliver to the Borrower and the Borrower has received such the   documents as follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
17.3.1
  	
  
in case of notices,   demands or other communications delivered by person (namely by way of   messenger) shall be deemed to be delivered and the Borrower has received when   such notices, requests, or other communications are delivered to the said   address or after five (5) days from the date of delivery if it is a   registered mail or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
17.3.2
  	
  
in case of notices,   requests or other communications made by way of telex to be deemed to deliver   to the Borrower and the Borrower has received the same when deliver with   confirmed answer back to this of delivery, by facsimile to be deemed to be   delivered and the Borrower has received the same upon delivery and all notices,   demands or other communications made by the Borrower and delivered to the   Facility Agent, the Security Agent or Creditors shall be deemed to be   delivered when the Facility Agent, the Security Agent or Creditors have   actually received such documents at the address specified above or such other   address notified by the Facility Agent, Security Agent and Creditors under   this sub-clause.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.
  	
  
Assignment
  
	
  
 
  	
  
 
  
	
  
18.1
  	
  
This   Agreement shall be binding on and inure to the benefit of the Borrower,   Facility Agent, Security Agent and Creditors and their respective successors,   assignees and transferees, except that the rights of the Borrower under this   Agreement and/or Transaction Documents are personal to it and cannot be   assigned or transferred either in whole or in part.
  
	
   
  	
  
 
  
	
  
18.2
  	
  
Subject to   the conditions of this Agreement, any Creditor may assign its rights and   benefits in whole or in part under this Agreement and/or Transaction   Documents to anyone or more banks, financial institutions, asset management   companies or entities (in whatever nature) at any time.
  
	
  
 
  	
  
 
  
	
  
18.3
  	
  
All   agreements, representations, and warranties made under this Agreement and/or   the Transaction Documents shall survive any assignment made pursuant to this   Clause and shall inure to the benefit of the assignee.
  
	
  
 
  	
  
 
  
	
  
18.4
  	
  
Any Creditor   may disclose to prospective or actual assignee such information about the   Borrower as such Creditor may consider appropriate.
  
	
  
 
  	
  
 
  
	
  
19.
  	
  
Void   Provision not Affecting Valid Provision
  
	
   
  	
  
 
  
	
  
 
  	
  
If at any   time any provision of any document is or become illegal, invalid or   unenforceable in any way, other provision, as the case may be, will still be   legal, complete and enforceable under the laws and shall not be invalidated   by the illegality, invalidity or unenforceability of the said provision or   the document.
  
	
  
 
  	
  
 
  
	
  
20.
  	
  
Amendment   or Waiver
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Any   amendment of any provision of this Agreement or any waiver of any acts or   obligation under this Agreement or the Transaction Documents except the   waiver of the condition precedent which is within the power of the Facility   Agent for the benefit of the Creditors shall be made upon consent of the   Creditors.
  










	
  21.
  	
  
Set-Off
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
In addition   to the rights of the Creditor under this Agreement, upon the occurrence of   any Event of Default, each Creditor is entitled to set-off the debt by using   the debt that the Borrower is owing under this Agreement to be deducted from   the deposit, balance or other monetary debt which the Creditor is obligated   to pay to the Borrower whether such amount is due and payable or not or   whether it is the deposit that the Borrower deposits jointly with any   person.  Each Creditor is entitled to   exercise the set-off under this Agreement by not having to send notification,   any types of notices to the Borrower or any other person and it will be   deemed that the Borrower has waived the right to receive such notification   under this Agreement.  After the   set-off under this Agreement, the Creditors will notify the Borrower about   such set-off within appropriate time.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The   proceedings under this Clause will be in compliance with the conditions of   Clause 14 of this Agreement.
  
	
  
 
  	
  
 
  
	
  22.
  	
  
Governing   Laws
  
	
  
 
  	
  
 
  
	
  
 
  	
  
This   Agreement shall be governed by and interpreted and construed in accordance   with the laws of Thailand.
  
	
  
 
  	
  
 
  
	
  
23.
  	
  
No Waiver
  
	
  
 
  	
  
 
  
	
  
 
  	
  
No failure   or delay by the Creditors, the Security Agent or the Facility Agent (as the   case may be) to exercise any rights or remedy shall constitute the waiver of   such rights or remedy and any partial exercise of any rights or remedy shall   not be deemed to preclude further exercise of such rights or remedy or the   utilization of any other rights or remedy and the Creditors, Security Agent   or Facility Agent (as the case may be) may use any of the rights of the   Creditors, Security Agent or Facility Agent (as the case may be) as if there   is no such waiver been given.
  
	
  
 
  	
  
 
  
	
  24.
  	
  
Effective   Date of this Agreement
  
	
  
 
  	
  
 
  
	
  
 
  	
  
This   Agreement shall be effective from the Effective Date of this Agreement.
  











IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date specified above.

	
  
THE BORROWER:
  	
  
 
  
	
  
INNOVEX (THAILAND)  LIMITED
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  


  	
  
 
  
	
   
  	
  
 
  
	
  
 
  	
  
 
  
	
  
THE SECURITY AGENT:
  	
  
 
  
	
  
TMB BANK PUBLIC COMPANY LIMITED
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  


  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
THE FACILITY AGENT:
  	
  
 
  
	
  
BANK OF AYUDHYA PUBLIC COMPANY LIMITED
  	
  
 
  
	
   
  	
  
 
  
	
  
 
  	
  
 
  
	
  


  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
THE CREDITORS:
  	
  
 
  
	
  
TMB BANK PUBLIC COMPANY LIMITED
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  


  	
  
 
  
	
  
 
  	
  
 
  
	
   
  	
   
  
	
  BANK OF AYUDHYA PUBLIC COMPANY LIMITED