Exhibit 10.1


THIRD 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


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


WHEREAS

	
 
(A)
  	
 
The Borrower intends to obtain facilities from the Creditors for the procurement and installation of equipment to be used in the manufacturing of Flexible Interconnect Assembles and/or any products of the Borrower; and
  
	
 
 
  	
 
 
  
	
 
(B)
  	
 
The Creditors intend to provide facilities to the Borrower 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:
  
	
 
 
  	
 
 
  
	
 
 
  	
 
“Aggregate Debt” means all debts and   obligations of the Borrower at any time;
  
	
 
 
  	
 
 
  
	
 
 
  	
 
“Amended and Restated Second Credit Facilities   Agreement” means the Amended and Restated Second Credit Facilities   Agreement between the Borrower, the Facility Agent, the Security Agent and   the Creditors dated  19 December 2006   and the transaction documents related to this Agreement;
  












	
  
 
  	
  
“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 Long Term Facility”   means the period commencing from the Effective Date of this Agreement and   expiring on the earlier of (a) the end of twenty four (24) months period from   the Effective Date of this Agreement or (b) the date the Creditors have no obligation   to provide Long Term Facility to the Borrower or (c) the Long Term Creditors   agree with the Borrower;
  
	
   
  	
  
 
  
	
  
 
  	
  
“Average MLR” means an average of MLR of   Bank of Ayudhya and MLR of TMB Bank;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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);
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Commitment Percentage” means the   commitment percentage or portion of each Creditor as specified in Attachment   1;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Confirmation Letter for the Validity of the Mortgage”   means the confirmation letter for the validity of the mortgage issued by the   Borrower to the Security Agent for the benefit of the Creditors in the   specified in Attachment 9;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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 Fiscal Year.    For the purpose of this definition, “debt” means the current portion   of principal payable on outstanding Loan under Long Term Facility under this   Agreement,  loan under long term   facility under the Amended and Restated Second 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 Fiscal 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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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 as specified in Attachment 8;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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 7 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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Equipment Pledge Agreement” means the   Equipment Pledge Agreement dated 19 December 2006 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 7 of   this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Facility Limit of Each Creditor” means   the facility limit for Long Term 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 Guarantee Agreement” means the   Fourth Guarantee Agreement issued by the Guarantor to the Creditors in   accordance with the form of Attachment 6 as a security of the Debt of   the Borrower under this Agreement and the Transaction Documents and debt   under the Amended and Restated Second Credit Facilities Agreement including   any other debts in the future of the Borrower having with the Creditors or   any Creditor;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Grace Perioid” means the period of twenty   four (24) months from the first Utilization Date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Guarantor” means Innovex Inc which is an   ultimate parent company of the Borrower and/or the Innovex Group Companies;
  
	
   
  	
  
 
  
	
  
 
  	
  
“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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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 Fiscal 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 Fiscal 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 9.3.2 and Clause 12.3;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Loan” means the aggregate principal   amount that the Creditors allow the Borrower to drawdown under this Agreement   and for the time being of outstanding under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Long Term Debt” means any debt that has a   repayment maturity of not less than one year;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Long Term Facility” means the Long Term   Facility provided by the Creditors to the Borrower under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“MLR of Bank of Ayudhya” means an annual   interest rate announced by Bank of Ayudhya by using the annual interest rate   that Bank of Ayudhya used to calculate the interest for the long term debt in   Baht from the prime customers of Bank of Ayudhya;
  












	
  
 
  	
  
“MLR of TMB Bank” means an annual interest   rate announced by TMB Bank by using the annual interest rate that TMB Bank   used to calculate the interest for the long term debt in Baht from the prime   customers of 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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Proportion of Debt” means the proportion   of the Existing Debt of the Borrower for each Creditor and all the Existing   Debts of the Borrower at any time under this Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Receipt” means the receipt issued by the   Borrower to each Creditor as evidence of the drawdown from the Long Term   Facility in accordance with the form specified in Attachment 3;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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);
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Repayment Date” means the day on which   the loan shall be repaid as specified in Clause 6 of this Agreement;
  
	
  
 
  	
  
 
  
	
   
  	
  
“Return on Assets Ratio” means the profit   from the operation of the Borrower divided by the average of assets used in   the operation of the Borrower.  For   the purpose of this definition, “profit from the operation” means profit from   the operation of the Borrower as appeared in the financial statement as at   the end of each twelve (12) months period of the Borrower’s Fiscal Year   audited by the auditor of the Borrower excluding (a) profit or loss from   exchange rate, (b) interest expense and (c) corporate income tax and “average   of assets used in the operation” means the average of total assets at the   beginning of the period and at the end of the period as appeared in the financial   statement as at the end of each twelve (12) months period of the same   Borrower’s Fiscal Year audited by the auditor of the Borrower excluding (a)   investment in Innovex Group Companies and/or affiliated companies and
 investment in securities;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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 Equipment Pledge 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 Fourth Guarantee Agreement, the Confirmation   Letter for the Validity of the Mortgage, the Equipment Pledge Agreement, the   Equipment Mortgage Agreement and Receipt;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Utilization Date” means the date the   Borrower utilizes the Facility under this Agreement.
  
	
  
 
  	
  
 
  
	
  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, the Announcement of the Council of   Democratic Reform under the Constitutional Monarchy and the Announcement of   the Council of National Security, 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.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
The   Facilities
  
	
  
 
  	
  
 
  
	
  
2.1
  	
  
Subject to   the terms and conditions of this Agreement, the Facility to be made available   to the Borrower under this Agreement shall consist of:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Long Term Facility the Baht loan   facility provided by the Creditors to the Borrower under the terms and conditions   of this Agreement for the aggregate amount of not exceeding Baht 600,000,000   (Six Hundred Million Baht) which consist of Bank of Ayudhya’s portion for   Baht 300,000,000 (Three Hundred Million Baht) and TMB Bank’s portion for Baht   300,000,000 (Three Hundred Million Baht).
  
	
   
  	
  
 
  
	
  
2.2
  	
  
The Borrower   shall use the Long Term Facility exclusively for procurement and installation   of Equipment to be used in the business operation of the Borrower and for   expenses related to the Equipment.
  
	
  
 
  	
  
 
  
	
  
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
  
	
 
 
  	
 
 
  
	
 
3.1
  	
 
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 five (5) 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.
  
	
 
 
  	
 
 
  
	
 
3.2
  	
 
Conditions Precedent for the utilization of Long Term Facility
  
	
  
  	
 
 
  
	
 
 
  	
 
In addition to other conditions specified
in this Agreement, the Creditors are bound to provide the Long Term 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 five (5) Banking Days before the Utilization Date
or when the Facility Agent has waived any condition precedent to the Borrower in
writing before or on the Utilization Date.  The conditions precedent for
Long Term Facility are as follows:
 
	
 
 
  	
 
 
  
	
 
 
  	
 
3.2.1
  	
  
Events which are   conditions precedent for Long Term 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 Facility;
  
	
  
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
(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 Creditors.
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
3.2.2
  	
  
Documents which are   conditions precedent for the utilization of Long Term Facility:
  
	
 
 
  	
 
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
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)
  	
  
Commercial invoice related   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 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 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.
   
	
 
 
  	
 
 
  	
  
 
  
	
 
4.
  	
 
Utilization   of Facility
  
	
 
 
  	
 
 
  
	
 
4.1
  	
 
Utilization   of Long Term Facility
  
	
 
 
  	
 
 
  
	
  
  	
 
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 on any Banking Days during the Availability Period for Long   Term Facility in accordance with the Drawdown Schedule.
  
	
 
 
  	
 
 
  
	
 
 
  	
 
Provided that, the   utilization of each Long Term Facility shall not exceed seventy five percent   (75%) of the value of commercial invoice related to the Project by using the   average exchange rate of Bank of Ayudhya and TMB Bank at 11.00 a.m. of the   date of submission of the commercial invoice.
  
	
 
 
  	
 
 
  
	
 
4.2
  	
 
Each drawdown of the Long   Term Facility 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 Creditor provided to the   Borrower under the Commitment Percentage for each Creditor.
  
	
 
 
  	
 
 
  	
  
 
  
	
 
 
  	
 
(c)
  	
  
In case the Borrower has   drawndown Long Term Facility in full during the Availability Period for Long   Term Facility, the Borrower is not entitled to drawdown such amount again.
  
	
 
 
  	
 
 
  	
  
 
  
	
 
4.3
  	
 
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 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 Facility to the Borrower.
  
	
 
 
  	
 
 
  
	
 
4.4
  	
 
Payment   of Loan by the Creditors
  
	
 
 
  	
 
 
  
	
 
 
  	
 
Subject to the terms and   conditions of this Agreement, for each drawdown of Long Term Facility , the   Facility Agent will issue the Notice of Commitment Percentage to inform each   Creditor of the amount of money that such Creditor has to provide to the   Borrower in compliance with the Commitment Percentage of the Creditor for the   Long Term Facility 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, each Creditor will   deliver the amount specified by the Facility Agent by transferring the money   to the Borrower’s account (in which case the 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 Borrower’s account.
  












	
 
 
  	
 
The parties clearly agree   that the Borrower will be deemed to receive the Loan when each Creditor has   delivered the amount of money in accordance with the Commitment Percentage to   the account of the Borrower 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 Borrower’s account.
  
	
 
 
  	
 
 
  
	
 
5.
  	
 
Fees and   Interest
  
	
 
 
  	
 
 
  
	
 
5.1
  	
 
Long Term   Facility
  
	
 
 
  	
 
 
  
	
  
  	
 
5.1.1
  	
  
Front End   Fee
  
	
 
 
  	
 
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
Within five (5) days from   the Effective Date of this Agreement, the Borrower will pay the front end fee   for the Long Term Facility to the Creditors for the amount equal to zero   point two five (0.25) percent of the total amount of the Long Term Facility   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
  
	
 
 
  	
 
 
  	
  
 
  
	
  
  	
 
 
  	
  
On each   specific date in the Drawdown Schedule, if the Borrower utilize the Long Term   Facility 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 two five (0.25) percent 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 on the last Banking Day of each period as specified in the   Drawdown Schedule.
  
	
 
 
  	
 
 
  	
  
 
  
	
 
 
  	
 
5.1.3
  	
  
Cancellation   Fee
  
	
 
 
  	
 
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
If the Borrower cancels any   portion of the Long Term Facility 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 or the Borrower fails to utilize   any portion of the Long Term Facility within the Availability Period for Long   Term Facility, the Borrower shall pay the cancellation fee at the rate of one   (1) percent of the cancelled amount or unutilized portion of the Long Term   Facility on the date the Facility Agent receives the written notice from the   Borrower or the expiry date of Availability Period for Long Term Facility.
  
	
  
  	
 
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
For the avoidance of   doubt, the cancellation fee shall not apply to the cancelled or unutilized   portion of the Long Term Facility due to the consequence of the events set   forth in Clause 9 (Change in Circumstances).
  
	
 
 
  	
 
 
  	
  
 
  
	
 
 
  	
 
5.1.4
  	
  
Interest   for the Long Term Facility
  
	
 
 
  	
 
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
The interest rate for the   Loan in relation to the Long Term Facility 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 two (2) years from   the first Utlization Date at the rate of equal to the Average MLR minus one   (1) percent per annum.
  












	
 
 
  	
 
 
  	
  
(2)
  	
  
From the date immediately   after two (2) years from the first Utilization Date onwards, at the rate   equal to the Average MLR minus zero point five (0.5) percent per annum.
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
  
  	
 
 
  	

  
  For each Interest Period,   the Borrower will pay interest for the Loan under the Long Term Facility in   compliance with the conditions in this Agreement to the Facility Agent for   the benefit of the 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
  	
 
The   Calculation of Interest
  
	
 
 
  	
 
 
  
	
 
 
  	
 
Interest for the Facility   will be calculated on the basis of actual number of days elapsed and a year   of 365 days.
  
	
 
 
  	
 
 
  
	
 
6.
  	
 
Repayment   and Prepayment
  
	
  
  	
 
 
  
	
 
6.1
  	
 
Long Term Facility
  
	
 
 
  	
 
 
  
	
 
 
  	
 
The Borrower shall repay   the Loan under the Long Term Facility to each Creditor on the last Banking   Day of March, June, September and December (for the total 16 installments)   for Baht 37,500,000 (Thirty Seven Million Five Hundred Thousand Baht) for   each installment commencing from the last Banking Day of the 9th   quarter from the first Utilization Date, for the purpose of this clause,   “quarter” means the period of three (3) months in the calendar year (calendar   quarter).
  
	
 
 
  	
 
 
  
	
 
 
  	
 
In case the Borrower   utilizes the Long Term Facility less than the aggregate amount of loan   specified in the Drawdown Schedule, the amount of Loan to be repaid by the   Borrower to the Creditors for each installment shall be reduced pro rata to   the actual Loan utilized by the Borrower.    Provided that, the Borrower shall fully repay Debt to Creditors within   seventy two (72) months from the first Utilization Date.
  
	
 
 
  	
 
 
  
	
 6.2
  	
 
Before 10.00 a.m on each   Repayment Date, the Borrower will repay the Loan to the Facility Agent for   the benefit of the Creditors in accordance with the condition of Clause 6.1.
  
	
 
 
  	
 
 
  
	
 
6.3
  	
 
After the Borrower has   repaid the Loan, the Borrower may not utilize such repayment amount again.
  
	
 
 
  	
 
 
  
	
 
6.4
  	
 
The Borrower is entitled   to prepay the Loan 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 6.2;
  
	
 
 
  	
 
 
  	
  
 
  
	
  
  	
 
(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 Creditors in   compliance with their Proportion of Debt 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.
  












	
 
6.5
  	
 
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.
  
	
 
 
  	
 
 
  
	
 
6.6
  	
 
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.
  
	
  
  	
 
 
  
	
 
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 which may be utilized immediately within that day within 10.00 a.m.   Bangkok time by paying to the Facility Agent for the benefit of the Creditors   in accordance with their Proportion of Debt.
  
	
 
 
  	
 
 
  
	
 
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.
  
	
  
  	
 
 
  	
  
 
  
	
 
 
  	
 
(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 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 this 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:
  
	
 
 
  	
 
 
  
	
 
 
  	
 
 
  	
  
(a)
  	
  
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
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
(b)
  	
  
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; or
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
(b)
  	
  
The Facility Agent is   notified by any Creditor that there is no determination of Average MLR any   longer;
  












	
 
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 Facility Agent 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 MLR, 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) or (b) 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 MLR,   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 MLR 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.
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
(c)
  	
  
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   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 in   the case of
the Borrower was 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.
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
(b)
  	
  
the ratio of all Long Term   Debt to Equity at the rate of not exceeding 1.5:1 as long as there is any   Debt under this Agreement and/or Transaction Documents outstanding;
  












	
  
  	
 
 
  	
  
(c)
  	
  
Debt Service Coverage   Ratio as follows:
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
 
  	
  
(i)
  	
  
For the Fiscal Year of   2550 to 2552, at the rate of not less than 1.2:1 and
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
 
  	
  
(ii)
  	
  
For the Fiscal Years of   2553 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;
  
	
  
  	
 
 
  	
  
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
(d)
  	
  
Interest Coverage Ratio at   the rate of not less than 2:1; and
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
(e)
  	
  
Return on Assets Ratio as   follows:
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
 
  	
  
(i)
  	
  
For the Fiscal Year of   2550 to 2552, at the rate of not less than four percent (4%) and
  
	
  
  	
 
 
  	
  
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
 
  	
  
(ii)
  	
  
For the Fiscal Years of   2553 onwards and as long as there is any Debt under this Agreement and/or   Transaction Documents outstanding, at the rate of not less than six percent   (6%);
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
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 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.
  
	
  
  	
 
 
  	
  
 
  
	
 
 
  	
 
11.1.15
  	
  
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.
  
	
 
 
  	
 
 
  	
  
 
  
	
 
11.2
  	
 
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 and shall deliver insurance policy and   documents related to insurance to the Security Agent every year.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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 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 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 Amended and Restated Second 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 and mortgage the   Registerable Equipment no later than the last Banking Day of March 2007 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 complete the pledge the   Registerable Equipment and register the ownership and mortgage all the   Registerable Equipment used to install
relating to the operation and Project   within six (6) months after the end of the Availability Period for Long Term   Facility.
  
	
  
 
  	
  
 
  
	
  
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
  	
  
The Borrower shall issue   the Confirmation Letter for the Validity of the Mortgage and deliver the   original of this confirmation letter to the Security Agent for the benefit of   the Creditors.
  












	
  
13.5
  	
  
The Guarantor shall enter   into the Fourth Guarantee Agreement with the Security Agent for the benefit   of the Creditors as the security for debt under this Agreement and the   Transaction Documents and debt under the Amended and Restated Second Credit   Facilities Agreement including any debts in the future that the Borrower may   have with the Creditors or any Creditor.
  
	
  
 
  	
  
 
  
	
  
13.6
  	
  
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 original of   agreements, 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
  
	
 
 
  	
 
 
  	
  
 
  	
  
Facsimile:
  	
  
(053)   554-699
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
To the   Security Agent:
  	
  
 
  	
  
TMB Bank   Public Company Limited
  
	
 
 
  	
 
 
  	
  
 
  	
  
3000, Phahon   Yothin Road
  
	
  
  	
 
 
  	
  
 
  	
  
Chatuchak,   Bangkok 10900
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
 
  	
  
Tel:
  	
  
02 299-1221
  
	
 
 
  	
 
 
  	
  
 
  	
  
Facsimile:
  	
  
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
  
	
 
 
  	
 
 
  	
  
 
  	
  
Facsimile:
  	
  
02 683-1298
  
	
 
 
  	
 
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
To the   Creditors:
  	
  
 
  	
  
TMB Bank   Public Company Limited
  
	
 
 
  	
 
 
  	
  
 
  	
  
3000, Phahon   Yothin Road
  
	
 
 
  	
 
 
  	
  
 
  	
  
Chatuchak,   Bangkok 10900
  
	
  
  	
 
 
  	
  
 
  	
  
 
  	
  
 
  
	
 
 
  	
 
 
  	
  
 
  	
  
Tel:
  	
  
02 242-3780
  
	
 
 
  	
 
 
  	
  
 
  	
  
Facsimile:
  	
  
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
  
	
  
  	
 
 
  	
  
 
  	
  
Facsimile:
  	
  
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