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Exhibit 10.6    
    


 
 

THE SECOND SUPPLEMENTAL AGREEMENT TO
  CREDIT FACILITIES AGREEMENT DATED 23 APRIL 2001    
    


        This Agreement is made to be effective from 28 February 2003 (the "Effective Date
of the Second Supplemental Agreement") 



BETWEEN  


        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") with its head office located at 1222, Rama 3 Road, Bangpongpang, Yanawa,
Bangkok as the Facility Agent (hereinafter referred to in this Agreement as the "Facility Agent") 



        THE INDUSTRIAL FINANCE CORPORATION OF THAILAND ("IFCT") with its head office located at 1770, New Petchburi Road, Bangkapi,
Huaykwang, Bangkok as the Security Agent (hereinafter referred to as the "Security Agent").


AND  


        IFCT and BANK OF AYUDHYA as the Creditors (hereinafter referred to
collectively as the "Creditors" and individually as  "Creditor").


WHEREAS  


	(A)
	The
Borrower entered into the Credit Facilities Agreement dated 23 April 2001 (hereinafter referred to as the "Credit Facilities Agreement dated 23
April 2001") with the Facility Agent, the Security Agent and the Creditors.



	(B)
	The
Borrower entered into the Supplemental Agreement to the Credit Facilities Agreement dated 23 April 2001 on 1 March 2002 (hereinafter referred to as the
"First Supplemental Agreement to the Credit Facilities Agreement"). The Credit Facilities Agreement dated 23 April 2001 and the First
Supplemental Agreement to the Credit Facilities Agreement (hereinafter referred to as the "Credit Facilities Agreement").



	(C)
	The
Borrower, the Facility Agent, the Security Agent and the Creditors intend to amend the Credit Facilities Agreement pursuant to the terms and conditions of this second supplemental
agreement to the Credit Facilities Agreement (hereinafter referred to as the "Second Supplemental Agreement to the Credit Facilities Agreement"). 




1.     Definition and Interpretation  


        The parties agree as follows: 


	1.1
	Words
and expressions used in this Agreement shall have the same respective meanings as the words and expressions defined in the Credit Facilities Agreement except as otherwise
defined in this Agreement.



	1.2
	Definition




"Net Profit" means the total amount of income of the Borrower less all expenses of the Borrower as appeared in the Financial Statement for each half
year period of each financial year reviewed by the Auditor acceptable to the Creditors or as appeared in the Financial Statement for each financial year audited by the Auditor acceptable to the
Creditors; 






 

"Repayment Date for New Long Term Facility" means the day on which the loan shall be repaid as specified in Clause 3.6 below and under Attachment
1 of the Second Supplemental Agreement to the Credit Facilities Agreement; 


"Return on Assets" means the amount of Net Profit divided by Total Assets; 



"Second Guarantee Agreement" means the Second Guarantee Agreement issued by the Guarantor to the Creditors as required by the Second Supplemental
Agreement to the Credit Facilities Agreement and in accordance with the form of Attachment 3 of the Second Supplemental Agreement to the Credit
Facilities Agreement as a security of the Debt of the Borrower under the Credit Facilities Agreement as amended by the Second Supplemental Agreement to the Credit Facilities Agreement; 


"The Second Equipment Pledge Agreement" means the second equipment pledge agreement made between the Borrower, Security Keeper, Security Agent and the
Creditors for the benefit of the Creditors in accordance with the form specified in Attachment 2 of the Second Supplemental Agreement to the
Credit Facilities Agreement; 


"Former Long Term Facility" means the Long Term Facility in Baht as specified in Clause 2.1.1 of the Credit Facilities Agreement as amended by
Clause 2.2 of the Second Supplemental Agreement to Credit Facilities Agreement; 


"New Long Term Facility" means the new Long Term Facility in Baht as specified in Clause 3.1 of the Second Supplemental Agreement to Credit
Facilities Agreement; 


"Additional Short Term Working Capital Facility" means the short term working capital facility that the Packing Credit Creditors permit the Borrower to
drawdown pursuant to Clause 2.1.2 (b)(2) of the Credit Facilities Agreement as amended by Clause 2.3 of the Second Supplemental Agreement to Credit Facilities Agreement; 


"Total Assets" means the assets including revenues and rights of every description of a company" 


"Consolidated Pre-Tax Income" means net income before provision for income taxes of the consolidated income statement of
Innovex Inc.; 


"Availability Period for New Long Term Facility" means the period from the Effective Date of the Second Supplemental Agreement until 30
December 2003; 


"Availability Period for Additional Short Term Working Capital Facility" means the period commencing from the Effective Date of the Second Supplemental
Agreement and expiring on the earlier of (a) the Packing Credit Creditors have no obligation to provide the Additional Short Term Working Capital Facility to the Borrower under this Agreement
and/or the Documents for the Utilization of Additional Short Term Working Capital Facility or (b) the Packing Credit Creditors agree with the Borrower; 



"United States Dollars" or US$" means the lawful currency of the United States of America; 


"Repayment Schedule for New Long Term Facility" means the repayment schedule for New Long Term Facility under the condition specified in
Clause 3.6 below and Attachment 1 of the Second Supplemental Agreement to the Credit Facilities Agreement; 


"Documents for the Utilization of Additional Short Term Working Capital Facility" means the application for the utilization of Additional Short Term
Working Capital Facility and/or any documents, instruments, Promissory Notes or other agreements which are used for the utilization of the Additional Short Term Working Capital Facility in the form
and substance specified, from time to time, by each Packing Credit Creditor; 



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"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. 



	1.3
	In
this Agreement, except as otherwise defined the reference to the Credit Facilities Agreement, the Transaction Documents or any documents related to the Credit Facilities Agreement
or the Transaction Documents shall include this Agreement.



	1.4
	From
the Effective Date of this Agreement, any terms or conditions in the Credit Facilities Agreement or the Transaction Documents or any documents related to the Credit Facilities
Agreement or the Transaction Documents which contradict the terms amended by this Agreement, then the terms under this Agreement shall prevail and the terms or conditions under the Credit Facilities
Agreement or the Transaction Documents or any documents related to the Credit Facilities Agreement or the Transaction Documents which contradict the terms of this Agreement shall no longer be
effective. 



2.     Amendment  


        The Borrower, the Facility Agent, the Security Agent and the Creditors agree to amend the terms of the Credit Facilities Agreement as follows: 


	2.1
	On
the Effective Date of the Second Supplemental Agreement, the definitions and interpretation under Clause 1.1 of the Credit Facilities Agreement shall be repealed and
replaced to read as follows: 



"Repayment Schedule" means the repayment schedule for Former Long Term Facility under the condition specified in Clause 6.1.1 and  Attachment 6 of the Credit Facilities
Agreement; 


"Interest Period" means the interest period as specified in Clause 5.1.2, Clause 5.2, Clause 5.3, Clause 9.3.2,
Clause 9.3.5 and Clause 12.3.2 of the Credit Facilities Agreement and Clause 3.5.3 of the Second Supplemental Agreement to Credit Facilities Agreement; 


"Promissory Note" means any promissory note issued by the Borrower to the Packing Credit Creditor and/or Working Capital Creditor as an evidence for the
granting and/or drawing of that type of Facility to the Borrower and shall be in accordance with the form specified by each such Creditor; 


"Facility" means all or part of the credit facilities provided by any or all of the Creditors to the Borrower under this Agreement including Former Long
Term Facility, New Long Term Facility, Packing Credit Facility, Working Capital Facility and Additional Short Term Working Capital Facility; 


"Packing Credit Facility" means the Packing Credit Facility in Baht or foreign currency equivalent to Baht and the Additional Short Term Working Capital
Facility in Baht as specified in Clause 2.1.2 of the Credit Facilities Agreement as amended by Clause 2.3 of the Second Supplemental Agreement to Credit Facilities Agreement; 


"Facility Limit of Each Creditor" means the facility limit for Former Long Term Facility, New Long Term Facility, Packing Credit Facility and Working
Capital Facility provided by each Creditor to the Borrower under Attachment 1 of the Credit Facilities Agreement under the name of each such
Creditor, this facility limit may be reduced or cancelled under the term of this Agreement; 


"Repayment Date" means the day on which the Former Long Term Facility shall be repaid as specified in Clause 6.1 of the Credit Facilities
Agreement as amended by Clause 2.15 of the Second Supplemental Agreement to Credit Facilities Agreement and under Attachment 6 of the
Credit Facilities Agreement; 



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"Availability Period for Long Term Facility" means the period commencing from the Effective Date of this Agreement and expiry on the earlier of
(a) 30 June 2001 or (b) the Long Term Creditors have no obligation to provide the Former Long Term Facility to the Borrower or (c) the Long Term Creditors agree with the
Borrower; 




        "Availability Period for Packing Credit Facility" means 



	(1)
	For
Packing Credit Facility pursuant to Clause 2.1.2 (a) of the Credit Facilities Agreement as amended by Clause 2.3 of the Second Supplemental Agreement to
Credit Facilities Agreement, the period commencing from the Effective Date of this Agreement and expiring on the earlier of (a) the Packing Credit Creditors have no obligation to provide
Packing Credit Facility pursuant to Clause 2.1.2 (a) to the Borrower under this Agreement and/or the Documents for the Utilization of Packing Credit Facility or (b) the Packing
Credit Creditors agree with the Borrower;



	(2)
	For
Packing Credit Facility pursuant to Clause 2.1.2 (b)(1) of the Credit Facilities Agreement as amended by Clause 2.3 of the Second Supplemental Agreement to Credit
Facilities Agreement, the period commencing from the Effective Date of the First Supplemental Agreement to the Credit Facility Agreement and expiring on the earlier of (a) the Packing Credit
Creditors have no obligation to provide Packing Credit Facility pursuant to Clause 2.1.2 (b)(1) to the Borrower under this Agreement and/or the Documents for the Utilization of Packing Credit
Facility or (b) the Packing Credit Creditors agree with the Borrower; 




"Security" means the security specified in Clauses 3.1 and 13 and Attachment 5 of the
Credit Facilities Agreement and Clause 3.2 and 3.3 of the Second Supplemental Agreement to Credit Facilities Agreement including the additional security to be provided in addition to or as a
substitution in the form and value acceptable to the Creditors; 


"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 Security, Guarantee Agreement, Land and Building Mortgage Agreement, Equipment Pledge Agreement, Equipment Mortgage Agreement, Escrow Agreement,
Prioritization Agreement, Second Guarantee Agreement, The Second Equipment Pledge Agreement, Documents for the Utilization of Overdraft Facility, Documents for the Utilization of Packing Credit
Facility, Documents for the Utilization of Short Term Working Capital Facility, Documents for the Utilization of Additional Short Term Working Capital Facility, Receipt and Promissory Notes; 


"Proportion of Debt" means the proportion of the Existing Debt of the Borrower for each Creditor and all the Existing Debts of the Borrower under the
Former Long Term Facility, New Long Term Facility, Packing Credit Facility or Working Capital Facility (as the case may be) at any time under this Agreement; 



	2.2
	Clause 2.1.1
(Long Term Facility) of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 



        "2.1.1    Long Term Facility




Long Term Facility: the Baht loan facility provided by the Long Term Creditors to the Borrower under the terms and conditions of this Agreement for the
aggregate amount of not exceeding Baht 590,000,000 (Five Hundred Ninety Million Baht)." 




4





 




	2.3
	Clause 2.1.2
(Packing Credit Facility) of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 



        "2.1.2    Packing Credit Facility



	(a)
	the
Baht and/or foreign currency equivalent to Baht facility as Packing Credit Creditors agree but not exceeding the Packing Credit Facility Limit provided by Packing Credit Creditors
to the Borrower under the terms and conditions of this Agreement for the aggregate amount of not exceeding Baht 530,000,000 (Five Hundred Thirty Million Baht).



	(b)
	Packing
Credit Facility for the payment of expenses related to the business transaction with Seagate Technology (Thailand) Limited and/or the Additional Short Term Working Capital
Facility for the aggregate amount of not exceeding Baht 300,000,000 (Three Hundred Million Baht) provided that each Packing Credit Creditor will provide Packing Credit Facility pursuant to this
sub-clause (b) in the amount not exceeding Baht 150,000,000 (One Hundred and Fifty Million Baht), details of the Facilities are as follows:



	(1)
	Packing
Credit Facility for the payment of expenses related to the business transaction with Seagate Technology (Thailand) Limited in Baht and/or foreign currency equivalent to Baht
as Packing Credit Creditors agree but not exceeding the Packing Credit Facility Limit provided by Packing Credit Creditors to the Borrower under the terms and conditions of this Agreement, in the
minimum amount of Baht 150,000,000 (One Hundred and Fifty Million Baht) and in the maximum amount of Baht 300,000,000 (Three Hundred Million Baht) depend on the utilization of the Additional Short
Term Working Capital Facility of the Borrower.



	(2)
	Additional
Short Term Working Capital Facility in Baht provided by Packing Credit Creditors to the Borrower under the terms and conditions of this Agreement provided that the Borrower
may not utilize the Additional Short Term Working Capital Facility at any time exceeding Baht 150,000,000 (One Hundred Fifty Million Baht) and each Packing Credit Creditor will not provide the
Additional Short term Working Capital Facility in the amount exceeding Baht 75,000,000 (Seventy Five Million Baht).









	2.4
	Clause 2.2.1
(Long Term Facility) of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 



        "2.2.1    Long Term Facility




Former
Long Term Facility: The Borrower shall use the Former Long Term Facility under Clause 2.1.1 (1) for the payment of expenses related
to the Project." 




	2.5
	Clause 3.2.1(b)
of the Credit Facilities Agreement shall be repealed and replaced to read as follows:



	"(b)
	The
Borrower and the Guarantor (as the case may be) are in compliance with the conditions precedent as specified in Clause 3.1 and/or 3.3 (as the case may be) completely
and/or being waived in writing by the Facility Agent;"






	2.6
	Clause 3.2.3
of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 



        "3.2.3    Documents
which are conditions precedent for each utilization of the Packing Credit Facility 




	(a)
	Before
the utilization of each Packing Credit Facility pursuant to Clause 2.1.2 (a) and 2.1.2 (b)(1), each Packing Credit Creditor will receive the Documents for the
Utilization of Packing Credit Facility and Promissory Note which is duly signed by the Authorized Director of the Borrower and proper stamp duties have already been affixed." 




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	(b)
	Before
the utilization of each Additional Short Term Working Capital Facility pursuant to Clause 2.1.2(b)(2), each Packing Credit Creditor will receive the Documents for the
Utilization of Additional Short Term Working Capital Facility and Promissory Note which is duly signed by the Authorized Director of the Borrower and proper stamp duties have already been affixed."







	2.7
	The
following terms shall be inserted as Clause 3.3 of the Credit Facilities Agreement: 



"3.3    Additional Conditions Precedent for the Additional Short Term Working Capital Facility



In
addition to other conditions precedent specified in Clause 3.1 and 3.2, the Packing Credit Creditors are bound to provide the Additional Short Term Working Capital Facility to the Borrower
under this Agreement when the Facility Agent receives an evidence of acknowledge receipt of the letter which issued by the Borrower informing the amount of Debt outstanding to the Creditors from U.S.
Bank and Wells Fargo Bank in the form and substance acceptable to the Creditors no later than one (1)Banking Days before the first Utilization Date of the Additional Short Term Working Capital
Facility or if the Facility Agent has waived the condition precedent under this sub-clause in writing before or on such first Utilization Date of the Additional Short Term Facility." 




	2.8
	Clause 4.1.1
of the Credit Facilities Agreement shall be repealed and replaced to read as follows:



	"4.1.1
	Subject
to the terms of Clause 3.1 and Clause 3.2 and other terms and conditions specified in this Agreement or the Transaction Documents, the Borrower may utilize
the Former Long Term Facility pursuant to Clause 2.1.1 on any Banking Days during the Availability Period for Long Term Facility."






	2.9
	Clause 4.1.2
(c) of the Credit Facilities Agreement shall be repealed and replaced to read as follows:



	"(c)
	Subject
to the conditions of Clause 2.1.1, the Borrower is entitled to drawdown Former Long Term Facility for the aggregate amount of Baht 590,000,000 (Five Hundred Ninety
Million Baht)"






	2.10
	Clause 4.1.2
(d) of the Credit Facilities Agreement shall be repealed and replaced to read as follows:



	"(d)
	In
case the Borrower has drawn down Former Long Term Facility pursuant to Clause 2.1.1 in full during the Availability Period for Long Term Facility, the Borrower is not
entitled to drawdown such amount again." 





6





 




	2.11
	Clause 4.2.1
and 4.2.2 of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 






	 	 	"4.2.1(a)	 	Subject to Clauses 3.1 and 3.2 and other conditions specified in this Agreement or the Transaction Documents, on any Banking Days during the Availability Period for Packing Credit Facility, the Borrower is entitled to
utilize the Packing Credit Facility pursuant to Clause 2.1.2(a) and 2.1.2(b)(1) in Baht and/or in other foreign currency which is equivalent to Baht acceptable by each of the Packing Credit Creditor but not exceeding the Facility Limit of each
Packing Credit Creditor.
	

 	
 	

(b)	
 	

Subject to Clauses 3.1, 3.2 and 3.3 and other conditions specified in this Agreement or the Transaction Documents, on any Banking Days during the Availability Period for Additional Short Term Working Capital Facility, the Borrower is entitled to
utilize the Additional Short Term Working Capital Facility in Baht provided that the amount of Additional Short Term Working Capital Facility at any time shall not exceed Baht 150,000,000 (One Hundred Fifty Million Baht) and each Packing Credit
Creditor will not provide the Additional Short Term Working Capital Facility in the amount exceeding Baht 75,000,000 (Seventy Five Million Baht).
	

 	
 	

4.2.2  	
 	

For the utilization of the Packing Credit Facility under Clause 2.1.2 (a) and 2.1.2(b)(1) from each Packing Credit Creditor, the Borrower shall execute the Documents for the Utilization of Packing Credit Facility for such Packing Credit
Creditor no later than two (2) Banking Days before the Utilization Date for Packing Credit Facility under Clause 2.1.2 (a) and 2.1.2(b)(1) and shall deliver a Receipt to each Packing Credit Creditor on each Utilization Date for Packing
Credit Facility under Clause 2.1.2 (a) and 2.1.2(b)(1) obtained from such Packing Credit Creditor.




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	2.12
	The
following terms shall be inserted as Clause 4.5 of the Credit Facilities Agreement: 



        "4.5    Utilization of Additional Short Term Working Capital Facility



	 	 	4.5.1	 	Subject to Clauses 3.1, 3.2 and 3.3 and other conditions specified in this Agreement or the Transaction Documents, on any Banking Days during the Availability Period for Additional Short Term Working Capital Facility, the
Borrower is entitled to utilize the Additional Short Term Working Capital Facility in Baht by executing the Documents for the Utilization of Additional Short Term Working Capital Facility to each Packing Credit Creditor no later than two
(2) Banking Days before that Utilization date for the Additional Short Term Working Capital Facility and shall deliver a Receipt to each Packing Credit Creditor on each Utilization Date for Additional Short Term Working Capital Facility obtained
from the relevant Packing Credit Creditor.
	

 	
 	

4.5.2	
 	

The maximum amount the Borrower is entitled to utilize the Additional Short Term Working Capital Facility from the Packing Credit Creditors under this Agreement at any time shall not exceed Baht 150,000,000 (One Hundred and Fifty Million Baht) and
each Packing Credit Creditor will not provide the Additional Short Term Working Capital Facility in the amount exceeding Baht 75,000,000 (Seventy Five Million Baht).
	

 	
 	

4.5.3	
 	

The maturity of each Additional Short Term Working Capital Facility will not exceed ninety (90) days from the Utilization Date and in any case shall not exceed the Availability Period for Additional Short Term Working Capital Facility unless the
Packing Credit Creditors will agree otherwise.
	

 	
 	

4.5.4	
 	

The Borrower will issue and deliver Promissory Note to the Packing Credit Creditor as specified by such Packing Credit Creditor in relation to the utilization of Additional Short Term Working Capital Facility in compliance with the conditions
specified by that Packing Credit Creditor and/or the conditions specified in the Documents for the Utilization of Additional Short Term Working Capital Facility.
	

 	
 	

4.5.5	
 	

The utilization of Additional Short Term Working Capital Facility must be renewed on a yearly basis in accordance with the conditions specified by each Packing Credit Creditor and/or the conditions specified in the Documents for the Utilization of
Additional Short Term Working Capital Facility.
	

 	
 	

4.5.6	
 	

Subject to the conditions of Clause 4.5.2, for any amount drawn down by the Borrower under the Additional Short Term Working Capital Facility that has been repaid by the Borrower, the Borrower is entitled to drawdown such amount again under the
terms set forth by each Packing Credit Creditor and/or the terms specified in the Documents for the Utilization of Additional Short Term Working Capital Facility."




	2.13
	Clause 5.1
of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 



        "5.1    Former Long Term Facility


        5.1.1    Front End Fee for the Former Long Term Facility




Within
seven (7) days from the Effective Date of this Agreement, the Borrower will pay the front end fee for the Former Long Term Facility to IFCT for the amount of Baht 1,500,000 (One Million
Five Hundred Thousand Baht) and to the Bank of Ayudhya for the amount of Baht 1,450,000 (One Million Four Hundred Fifty Thousand) by using bank checks of the commercial bank which has its head office
or branches in Bangkok Metropolis and payable in the name of IFCT or Bank of Ayudhya. 




8





 





        5.1.2    Interest for the Former Long Term Facility




The
interest rate for the Loan in relation to the Former Long Term Facility will be calculated as an annual rate specified by the Facility Agent on the date of first drawdown date and on the date the
interest for the Former Long Term Facility has changed at the following rate: 



	(1)
	From
the first drawdown date until 23 April 2003 at the rate of seven (7) percent per annum.



	(2)
	From
24 April 2003 until 31 December 2005 at the rate equal to Average MLR per annum. 





For
each Interest Period, the Borrower will pay interest for the Loan under the Former Long Term Facility in compliance with the conditions in this Agreement to each Long Term Creditor directly
pursuant to the Proportion of Debt under the Former Long Term Facility by payment within 10:00 a.m. (Bangkok time) on the last Banking Day of each month under the calendar year. 




	2.14
	Clause 5.2
of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 



"5.2    Packing Credit Facility


	(a)
	The
interest rate for the Loan under Packing Credit Facility under Clause 2.1.2 (a) and 2.1.2 (b)(1) will be calculated on an annual basis specified by the Facility
Agent as Market Rate. 



For
each Interest Period, the Borrower will pay such interest in compliance with the conditions specified by each Packing Credit Creditor in the Documents for the Utilization of Packing Credit
Facility of such Packing Credit Creditor. In case those documents do not specify any specific condition on this, the Borrower will pay interest on the last Banking Day of each month under the calendar
year. 



	(b)
	Interest
for the Additional Short Term Working Capital Facility 





In
relation to the Additional Short Term Working Capital Facility provided by each Packing Credit Creditor, the interest rate for Loan will be at the rate equal to Average MLR minus one per cent
(MLR-1%) per annum. For each Interest Period, the Borrower will pay interest on the last Banking Day of each month under the calendar year and in compliance with the conditions specified
by each Packing Credit Creditor in the Documents for the Utilization of Additional Short Term Working Capital Facility of such Packing Credit Creditor." 




	2.15
	Clause 6.1
of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 



        "6.1    Former Long Term Facility



	6.1.1
	The
Borrower shall repay the Loan under the Former Long Term Facility to each Long Term Creditor on the last Banking Day of March, June, September and December (for the total 18
installments) in accordance with Repayment Schedule commencing from 30 September 2001 onwards.



	6.1.2
	Before
10.00 a.m. on each Repayment Date, the Borrower will repay the Loan to the Facility Agent for the benefit of the Long Term Creditors in accordance with the condition
of Clause 6.1.1 and in compliance with the Repayment Schedule. In case the Borrower does not utilize the whole amount of Former Long Term Facility, the amount of Loan to be repaid by the
Borrower on each Repayment Date will be reduced in the inverse order of maturity.



	6.1.3
	After
the Borrower has repaid the Loan, the Borrower may not utilize such repayment amount again. 



9





 



	6.1.4
	The
Borrower is entitled to prepay the Loan in relation to the Former Long Term Facility 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 no later 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 5,000,000 Baht (Five Million Baht) or the integral multiple of 5,000,000 Baht
(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;



	(e)
	On
each Prepayment Date, the Borrower agrees to pay the prepayment fee equal to two percent (2%) of the amount prepaid to the Facility Agent for the benefit of the Long Term Creditors
in compliance with their Proportion of Debt in relation to the Former Long Term Facility except in the case where the prepayment money is obtained from the operation of the Borrower's business or from
the capital increase of the Borrower; in which case the Borrower shall not be responsible to pay the prepayment fee.






	6.1.5
	Any
notices of prepayment given by the Borrower shall be irrevocable and the Borrower shall be bound to make the prepayment in accordance with such notice.



	6.1.6
	Except
as otherwise clearly mentioned in this Agreement, the Borrower is not entitled to prepay any or all part of the Loan. The Loan which is prepaid shall not be available for
further drawdown."






	2.16
	Clause 6.2
of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 



        "6.2    Repayment of Packing Credit Facility and Working Capital Facility




The
Borrower shall comply with all the conditions specified in the Documents for the Utilization of Packing Credit Facility, Documents for the Utilization of Overdraft Facility, Documents for the
Utilization of Short Term Working Capital Facility and Documents for the Utilization of Additional Short Term Working Capital Facility or other relevant documents or agreements and shall reduce
Packing Credit Facility and all types of Working Capital Facility to zero upon the expiry of Availability Period for Packing Credit Facility, the Availability Period for Working Capital Facility or
the Availability Period for Additional Short Term Working Capital Facility (as the case may be)." 




	2.17
	Clause 7.1
of the Credit Facilities Agreement shall be repealed and replaced to read as follows:



	"7.1
	Except
as otherwise expressly provided under this Agreement, on each day on which any sum is due under this Agreement, the Borrower shall make payment to the Creditors in Baht (or in
other foreign currency (in some cases) for the Packing Credit Facility) which may be utilized immediately within that day within 10.00 a.m. Bangkok time by, for the case of Former Long Term
Facility, payment to the Facility Agent for the benefit of the Creditors or payment directly to each Creditor in accordance with their Proportion of Debt for Former Long Term Facility and for the
other types of Facilities, by direct payments to the Creditors for such Facilities. 





10





 






For
Packing Credit Facility which is denominated in other foreign currency other than Baht, the Borrower hereby irrevocably waives any rights it may have under Section 196 of the Civil and
Commercial Code of Thailand (or any modification or re-enactment thereof for the time being in force) to make payment under the Packing Credit Facility in Baht and shall make payment to
the Packing Credit Creditors under the terms and conditions specified in the Documents for the Utilization of Packing Credit Facility." 




	2.18
	The
following terms shall be inserted as Clause 11.1.17 of the Credit Facilities Agreement: 



"The
Borrower shall maintain the proportion of Return on Assets subject to the Consolidated Pre-Tax Income of Innovex Inc. at the following percentages: 


	(a)
	If
the Consolidated Pre-Tax Income of Innovex Inc. is less than US$5,000,000 (Five Million United States Dollars), the Borrower shall maintain its Return on Assets
in such financial year equal to six (6) per cent;



	(b)
	If
the Consolidated Pre-Tax Income of Innovex Inc. is equal to or exceeding US$ 5,000,000 (Five Million United States Dollars) but less than US$7,000,000 (Seven
Million United States Dollars), the Borrower shall maintain its Return on Assets in such financial year equal to seven (7) per cent;



	(c)
	If
the Consolidated Pre-Tax Income of Innovex Inc. is equal to or exceeding US$ 7,000,000 (Seven Million United States Dollars) but less than US$9,000,000 (Nine
Million United States Dollars), the Borrower shall maintain its Return on Assets in such financial year equal to eight (8) per cent; and



	(d)
	If
the Consolidated Pre-Tax Income of Innovex Inc. is equal to or exceeding US$9,000,000 (Nine Million United States Dollars), the Borrower shall maintain its
Return on Assets in such financial year equal to nine (9) per cent; 




The
Borrower shall maintain the proportion of its Return on Assets specified under this Clause at the end of each six (6) months period of each financial year by considering the Consolidated
Pre-Tax Income of Innovex Inc. relevant to such period. The Borrower shall maintain the
proportion of its Return on Assets not less than half of the above percentages at the end of the first six (6) months period of each financial year and shall maintain the proportion of its
Return on Assets in full at the end of each financial year." 



	2.19
	Attachment
1((Details of the Facilities and the Creditors) of the Credit Facilities Agreement shall be repealed and replaced to read as follows: 






	Category of the Facilities
 
	 	Creditors
	 	Facility Limit
	 	Commitment Percentage
	 	 

	Former Long Term Facility	 	IFCT

Bank of Ayudhya	 	300,000,000

290,000,000	 	30/59

29/59	 	 
	

New Long Term Facility	
 	

IFCT

Bank of Ayudhya	
 	

110,000,000

110,000,000	
 	

1/2

1/2	
 	

 
	

Packing Credit Facility	
 	

IFCT

Bank of Ayudhya	
 	

480,000,000

350,000,000	
 	

48/8335/83	
 	

 
	

Overdraft Facility	
 	

Bank of Ayudhya	
 	

10,000,000	
 	

1/8	
 	

 
	

Short Term Working Capital Facility	
 	

IFCT	
 	

70,000,000	
 	

7/8	
 	

 




11







  



	3.
	Provisions
on New Long Term Facility 



The
Borrower, the Facility Agent, the Security Agent and the Creditors agree as follows: 


	3.1
	New Long Term Facility



	3.1.1
	New
Long Term Facility: the Baht loan facility provided by the Long Term Creditors to the Borrower under the terms and conditions of this Agreement for the aggregate amount of not
exceeding Baht 220,000,000 (Two Hundred and Twenty Million Baht).



	3.1.2
	The
Borrower shall use the New Long Term Facility under Clause 3.1.1 of this Agreement for the payment of seventy (70) per cent of its capital investments made since
May 2001 and to be invested in the Project and/or the expansion of the Project within 30 December 2003.



	3.1.3
	The
fact that, for whatsoever reason, the New Long Term 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 Long Term Creditor to provide the Borrower any New Long
Term Facility other than the Commitment Percentage of each Long Term Creditor for the New Long Term Facility as specified in this Agreement.



	3.1.4
	Failure
by a Long Term Creditor to perform its obligation under this Clause 3 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 Long Term Creditor to perform its obligation under
this Clause 3 of this Agreement. In the event of any circumstance as specified above has happened, other Creditors will arrange the consultation with the Borrower immediately to find a possible
remedy for such circumstance.



	3.2
	General Conditions Precedent



The
terms and conditions of Clause 3.1 (General Conditions Precedent) and 3.2 (Conditions Precedent for the Utilization of Long Term Facility, Packing Credit Facility and Working Capital
Facility) of the Credit Facilities Agreement shall be applied as applicable to the utilization of the New Long Term Facility. 



	3.3
	Additional Conditions Precedent for the New Long Term Facility



In
addition to other conditions precedent specified in Clause 3.1 and 3.2 of the Credit Facilities Agreement, the Long Term Creditors are bound to provide the New Long Term Facility to the
Borrower under this Agreement when the Facility Agent is of the opinion that the Borrower and the Guarantor have fulfilled the following conditions precedent completely no later than five
(5) Banking Days before the first Utilization Date of the New Long Term Facility or if the Facility Agent has waived any condition precedent in writing before or on such first Utilization Date
of the New Long Term Facility: 


	(a)
	The
Borrower, the Security Keeper, the Security Agent and the Creditors executed the Second Equipment Pledge Agreement and deliver the Second Equipment Pledge Agreement to the
Security Agent including undertaking all actions as required under the terms and conditions of the Second Equipment Pledge Agreement for the enforceability of such agreement in the form and substance
satisfactory to the Security Agent;



	(b)
	The
Guarantor executed the Second Guarantee Agreement and in the case that the Second Guarantee Agreement is not executed in Thailand, such agreement shall be duly notarized by the
notary public and authenticated by the Thai Embassy or Consul in the form and substance acceptable to the Creditors; 



12





 



	(c)
	The
Guarantor has obtained the legal opinion from the law firm acceptable to the Creditors on the legality and enforceability of the Second Guarantee Agreement in the form and
substances acceptable to the Creditors;



	(d)
	The
Borrower has arranged for the Creditors to be the beneficiary under the insurance policies pursuant to the terms as indicated in Clause 11.2.1 of the Credit Facilities
Agreement; and



	(e)
	The
Facility Agent receives an evidence of acknowledge receipt of the letter which issued by the Borrower informing the amount of Debt outstanding to the Creditors from U.S. Bank and
Wells Fargo Bank in the form and substance acceptable to the Creditors.






	3.4
	Utilization of New Long Term Facility



	3.4.1
	Subject
to the terms of Clauses 3.1 and 3.2 of the Credit Facilities Agreement and Clause 3.3 of the Second Supplemental Agreement to Credit Facilities Agreement and other
terms and conditions specified in this Agreement or the Transaction Documents, the Borrower may utilize the New Long Term Facility pursuant to Clause 3.1.1 of the Second Supplemental Agreement
to Credit Facilities Agreement on any Banking Days during the Availability Period for New Long Term Facility.



	3.4.2
	Each
drawdown of the New Long Term Facility will be in compliance with the following conditions:



	(a)
	The
Facility Agent has received a Notice of Drawdown from the Borrower no later than three (3) Banking Days prior to the date of such drawdown;



	(b)
	The
Borrower shall deliver Receipt to the Facility Agent on each Utilization Date of the New Long Term Facility by delivering:



	(1)
	Receipt
specifying the total amount for such drawdown;



	(2)
	Receipt
specifying the amount that each Long Term Creditor provided to the Borrower under the Commitment Percentage of the New Long Term Facility for each Long Term Creditor.









	3.4.3
	Subject
to Clause 3.1.1 of the Second Supplemental Agreement to Credit Facilities Agreement, the Borrower is entitled to drawdown the New Long Term Facility for the aggregate
amount of Baht 220,000,000 (Two Hundred and Twenty Million Baht).



	3.4.4
	In
case the Borrower has drawn down the New Long Term Facility pursuant to Clause 3.1.1 of the Second Supplemental Agreement to Credit Facilities Agreement in full during the
Availability Period for New Long Term Facility, the Borrower is not entitled to drawdown such amount again.



	3.4.5
	A
Notice of Drawdown issued by the Borrower shall be irrevocably binding on the Borrower to act in compliance with such notice.



	3.4.6
	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 for New Long Term Facility 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 3.3 of the Second Supplemental Agreement to Credit Facilities
Agreement in full, the Borrower will pay the money to the Long Term Creditor 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 New Long Term Facility to the Borrower. 


13





 
	3.4.7
	Payment
of Loan by the Long Term Creditors 



Subject
to the terms and conditions of this Agreement, for each drawdown of New Long Term Facility, the Facility Agent will issue the Notice of Commitment Percentage to inform each Long Term Creditor
of the amount of money that such Long Term Creditor has to provide to the Borrower in compliance with the Commitment Percentage of such Long Term Creditor for the New Long Term Facility no later than
two (2) Banking Days prior to the Utilization Date of New Long Term Facility and within
10.00 a.m. of the Utilization Date of New Long Term Facility that the Borrower is allowed to drawdown the New Long Term Facility, each Long Term Creditor will deliver the amount specified by
the Facility Agent by transferring the money to the Borrower's account (in which case the Long Term Creditor will deliver copy of the transfer slip to the Facility Agent within the Utilization Date of
the New Long Term Facility) or deliver cashier's cheque under the name of the Borrower dated the Utilization Date of New Long Term Facility 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 Long Term Creditor has delivered the amount of money in accordance with the Commitment Percentage of the New
Long Term Facility to the account of the Borrower or delivered the cashier's cheque in the name of the Borrower dated the Utilization Date of New Long Term Facility to the Facility Agent which has
deposited such funds in the Borrower's account in compliance with the condition of this Clause. 



	3.5
	Fees and Interest for the New Long Term Facility



	3.5.1
	Front End Fee for the New Long Term Facility



Within
seven (7) days from the Effective Date of the Second Supplemental Agreement, the Borrower will pay the front end fee for the New Long Term Facility at the rate of zero point five (0.5)
per cent of the principal amount of the New Long Term Facility in the amount of Baht 220,000,000 (Two Hundred and Twenty Million Baht) which is equivalent to Baht 1,100,000 (One Million One Hundred
Thousand Baht) to each Long Term Creditor pro rata and payment of such front end fee shall be made in the form of bank checks of the commercial bank which has its head office or branches in Bangkok
Metropolis. 



	3.5.2
	Commitment Fee for the New Long Term Facility



During
the Availability Period for New Long Term Facility, the Borrower will be subjected to the commitment fee at the rate of zero point five (0.5) per cent of unutilized amount if, by the end of
each quarter, the Borrower utilizes the New Long Term Facility less than the accumulated Utilization Amount indicated below: 


	(a)
	From
the Effective Date of the Second Supplemental Agreement until the last Banking Day of March 2003, the accumulated Utilization Amount of Baht 80,000,000 (Eighty Million
Baht);



	(b)
	On
the last Banking Day of June 2003, the accumulated Utilization Amount of Baht 116,000,000 (One Hundred and Sixteen Million Baht);



	(c)
	On
the last Banking Day of September 2003, the accumulated Utilization Amount of Baht 160,000,000 (One Hundred and Sixty Million Baht); and



	(d)
	On
the last Banking Day of December 2003, the accumulated Utilization Amount of Baht 220,000,000 (Two Hundred and Twenty Million Baht). 




The
commitment fee shall be payable to each Long Term Creditor pursuant to its Proportion of Debt in arrears on the last Banking Day of each quarter, which end in March, June, September and December
of each year, beginning on the Effective Date of the Second Supplemental Agreement until the last day of the Availability Period for New Long Term Facility and the last 



14





 

payment
of commitment fee shall be made on the last Banking Day of the Availability Period for New Long Term Facility and payment of such commitment fee shall be made in the form of bank checks of the
commercial bank which has its head office or branches in Bangkok Metropolis. 



	3.5.3
	Interest for the New Long Term Facility



The
interest rate for the Loan in relation to the New Long Term Facility will be calculated as an annual rate specified by the Facility Agent on the date of first drawdown of the New Long Term
Facility and on the date the interest for the New Long Term Facility has changed at the following rate: 


	(1)
	Within
one (1) year from the Effective Date of the Second Supplemental Agreement at the rate of six (6) per cent per annum; and



	(2)
	From
the date immediately after one (1) year from the Effective Date of the Second Supplemental Agreement at the rate equal to Average MLR per annum. 




For
each Interest Period, the Borrower will pay interest for the Loan under the New Long Term Facility in compliance with the conditions in this Agreement to each Long Term Creditor directly pursuant
to the Proportion of Debt under the New Long Term Facility by payment within 10:00 a.m. (Bangkok time) on the last Banking Day of each month under the calendar year. 



	3.5.4
	The Calculation of Interest for the New Long Term Facility



Interest
for the New Long Term Facility will be calculated on the basis of actual number of days elapsed and a year of 365 days. 



	3.6
	Repayment of New Long Term Facility



	3.6.1
	The
Borrower shall repay the Loan under the New Long Term Facility to each Long Term Creditor on the last Banking Day of March, June, September and December (for the total 16
installments) in accordance with the Repayment Schedule for New Long Term Facility commencing from the last Banking Day of March 2004 onwards.



	3.6.2
	Before
10.00 a.m. on each Repayment Date for the New Long Term Facility, the Borrower will repay the Loan to each Long Term Creditor in accordance with the Proportion of Debt
under the New Long Term Facility and condition of Clause 3.6.1 of the Second Supplemental Agreement to Credit Facilities Agreement and in compliance with the Repayment Schedule for New Long
Term Facility. In case the Borrower does not utilize the whole amount of New Long Term Facility, the amount of Loan to be repaid by the Borrower on each Repayment Date for New Long Term Facility will
be reduced in the inverse order of maturity.



	3.6.3
	After
the Borrower has repaid the Loan under the New Long Term Facility, the Borrower may not utilize such repayment amount again.



	3.6.4
	The
Borrower is entitled to prepay the Loan in relation to the New Long Term Facility in whole or in part on any Interest Payment Date before the Repayment Schedule for New Long
Term Facility 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 no later than thirty (30) Banking Days;



	(b)
	Subject
to Clause 3.7.1 of the Second Supplemental Agreement to Credit Facilities Agreement, the amount to be partially prepaid will be in the amount of not less than 5,000,000
Baht (Five Million Baht) or the integral multiple of 5,000,000 Baht (Five Million Baht); 





15





 



	(c)
	The
Borrower shall prepay the Loan under the New Long Term Facility 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 under the New Facility Agreement in the inverse order of maturity;



	(e)
	On
each Prepayment Date, the Borrower agrees to pay the prepayment fee equal to two percent (2%) of the amount prepaid to the Facility Agent for the benefit of the Long Term Creditors
in compliance with their Proportion of Debt in relation to the New Long Term Facility except in the case where the prepayment money is obtained from the operation of the Borrower's business or from
the capital increase of the Borrower; in which case the Borrower shall not be responsible to pay the prepayment fee.






	3.6.5
	Any
notices of prepayment given by the Borrower pursuant to the New Long Term Facility shall be irrevocable and the Borrower shall be bound to make the prepayment in accordance with
such notice.



	3.6.6
	Except
as otherwise clearly mentioned in this Agreement, the Borrower is not entitled to prepay any or all part of the Loan under the New Long Term Facility. The Loan which is
prepaid shall not be available for further drawdown.



	3.7
	Payment



	3.7.1
	Except
as otherwise expressly provided under this Agreement, on each day on which any sum under the New Long Term Facility 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 to the Facility Agent for the benefit of the Long Term Creditors or payment
directly to each Long Term Creditor in accordance with their Proportion of Debt for the New Long Term Facility pursuant to the terms and conditions of the Second Supplemental Agreement to Credit
Facilities Agreement.



	3.7.2
	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.



	3.7.3
	The
Borrower agrees to be bound as each Long Term Creditor records in its book of account and other records in the absence of manifest error.



	3.7.4
	Except
as otherwise specified in this Agreement or the Transaction Documents, if any due date for payment under this Agreement is not on the Banking Day 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.



	3.8
	The
Application of the Terms and Conditions under the Credit Facilities Agreement to the New Long Term Facility 



The
terms and conditions under Clause 8 (The Facility Agent, the Security Agent, and the Creditors), Clause 9 (Change in Circumstances), Clause 10 (Representations and
Warranties), Clause 11 (Affirmative Covenants and Negative Covenants), Clause 12 (Event of Default), Clause 13 (Security), Clause 14 (Distribution of Security),
Clause 15 (Indemnity), Clause 16 (Expenses), Clause 17 (Notices), Clause 18 (Assignment), Clause 19 (Void Provision not Affecting Valid Provision), Clause 20
(Amendment or Waiver), Clause 21 (Set-Off), Clause 22 (Governing Laws) and Clause 23 (No Waiver) of the Credit Facilities Agreement shall be applied to the New Long
Term Facility as applicable to the utilization of the New Long Term Facility. 



16





 
	4.
	Continuity of Agreement  



Except
as amended and supplemented under this Second Supplemental Agreement to Credit Facilities Agreement, all terms and conditions under the Credit Facilities Agreement, the Transaction Documents
and any documents related to the Credit Facilities Agreement and the Transaction Documents (including the provisions on security) shall remain in full force and effect among the Borrower, the Facility
Agent, the Security Agent and the Creditors and this Second Supplemental Agreement to Credit Facilities Agreement shall be deemed as an integral part of the Credit Facilities Agreement and the
Transaction Documents. The provisions with respect to Representations and Warranties, Affirmative Covenants and Negative Covenants including Event of Default which must be performed or should not be
performed as specified in the Credit Facilities Agreement, the Transaction Documents and any agreements related to the Credit Facilities Agreement and the Transaction Documents shall also apply to
this Second Supplemental Agreement to Credit Facilities Agreement. 



	5.
	The Effective Date of this Second Supplemental Agreement to Credit Facilities Agreement  



This
Second Supplemental Agreement to Credit Facilities Agreement shall be effective as from the Effective Date of the Second Supplemental Agreement as written above. 



17





 

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


THE BORROWER:

INNOVEX (THAILAND) LIMITED



	By	 	/s/ Thomas Paulson

	 	 	Its	 	Senior Vice President and CFO






THE SECURITY AGENT:

THE INDUSTRIAL FINANCE CORPORATION OF THAILAND



	 	 	/s/ Visit Vongruamlarp






THE FACILITY AGENT:

BANK OF AYUDHYA PUBLIC COMPANY LIMITED



	 	 	/s/ Somsak Dumongkolsnok






THE CREDITORS:

THE INDUSTRIAL FINANCE CORPORATION OF THAILAND



	 	 	/s/ Visit Vongruamlarp






BANK OF AYUDHYA PUBLIC COMPANY LIMITED



	 	 	/s/ Pannuda Varithorn






WITNESS:



	 	 	/s/ Wallapa Posayanondha






WITNESS:



	 	 	/s/ Nunthawan Rallanagamorn





18





 
 
 

Attachment 1    
    


 
 

Repayment Schedule for New Long Term Facility    
    



	No.
	 	Repayment Date for New Long Term Facility (last Banking Day of each month)
	 	Amount of Repayment (Baht)
	 	Portion of IFCT
	 	Portion of Bank of Ayudhya

	1	 	March 2004	 	10,000,000	 	5,000,000	 	5,000,000
	2.	 	June 2004	 	10,000,000	 	5,000,000	 	5,000,000
	3.	 	September 2004	 	10,000,000	 	5,000,000	 	5,000,000
	4	 	December 2004	 	10,000,000	 	5,000,000	 	5,000,000
	5	 	March 2005	 	12,500,000	 	6,250,000	 	6,250,000
	6	 	June 2005	 	12,500,000	 	6,250,000	 	6,250,000
	7	 	September 2005	 	12,500,000	 	6,250,000	 	6,250,000
	8	 	December 2005	 	12,500,000	 	6,250,000	 	6,250,000
	9	 	March 2006	 	15,000,000	 	7,500,000	 	7,500,000
	10	 	June 2006	 	15,000,000	 	7,500,000	 	7,500,000
	11	 	September 2006	 	15,000,000	 	7,500,000	 	7,500,000
	12	 	December 2006	 	15,000,000	 	7,500,000	 	7,500,000
	13	 	March 2007	 	17,500,000	 	8,750,000	 	8,750,000
	14	 	June 2007	 	17,500,000	 	8,750,000	 	8,750,000
	15	 	September 2007	 	17,500,000	 	8,750,000	 	8,750,000
	16	 	December 2007	 	17,500,000	 	8,750,000	 	8,750,000




19





 
 
 

Attachment 2    
    


 
 

The Second Equipment Pledge Agreement    
    


20





 
 
 

Attachment 3    
    


 
 

Second Guarantee Agreement    
    


21









QuickLinks



Exhibit 10.6


THE SECOND SUPPLEMENTAL AGREEMENT TO CREDIT FACILITIES AGREEMENT DATED 23 APRIL 2001




Attachment 1


Repayment Schedule for New Long Term Facility


Attachment 2


The Second Equipment Pledge Agreement


Attachment 3


Second Guarantee Agreement