Exhibit 10.1
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 Xx. 00 Xxx 0 Xxxxxx Xxxxxxxxxx Xxxx 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 0000, Xxxx 0 Xxxx, Xxxxxxxxxxxx, Xxxxxx, Xxxxxxx 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 0000, Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxx, Xxxxxxx 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.
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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;
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"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;
"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 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx
Xxxxx, Xxxxxxxxx, X.X.X.
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;
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"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;
"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
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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)."
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
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(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."
(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 Xxxxx 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 drawndown 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."
2.11 Clause 4.2.1 and 4.2.2 of the Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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"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.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
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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
drawndown 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.
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
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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.
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
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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.
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$7,000,000 (Seven Million United States Dollars), the
Borrower shall maintain its Return on Assets in such financial year
equal to seven (7) per cent;
Page 10 of 18
(c) If the Consolidated Pre-Tax Income of Innovex Inc. is equal to or
exceeding US$ 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 300,000,000 30/59
Bank of Ayudhya 290,000,000 29/59
-------------------------------------------------------------------------------------------------
New Long Term Facility IFCT 110,000,000 1 / 2
Bank of Ayudhya 110,000,000 1 / 2
-------------------------------------------------------------------------------------------------
Packing Credit Facility IFCT 480,000,000 48/8335/83
Bank of Ayudhya 350,000,000
-------------------------------------------------------------------------------------------------
Overdraft Facility Bank of Ayudhya 10,000,000 1/8
-------------------------------------------------------------------------------------------------
Short Term Working Capital IFCT 70,000,000 7/8
Facility
-------------------------------------------------------------------------------------------------
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.
Page 11 of 18
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;
(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 Xxxxx 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.
Page 12 of 18
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 drawndown 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.
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 Facillity
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.
Page 13 of 18
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
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.
Page 14 of 18
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);
(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.
Page 15 of 18
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 appicable to the utilization of the New Long Term Facility.
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.
Page 16 of 18
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:
THE INDUSTRIAL FINANCE CORPORATION OF THAILAND
________________________________________
THE FACILITY AGENT:
BANK OF AYUDHYA PUBLIC COMPANY LIMITED
________________________________________
THE CREDITORS:
THE INDUSTRIAL FINANCE CORPORATION OF THAILAND
________________________________________
BANK OF AYUDHYA PUBLIC COMPANY LIMITED
________________________________________
WITNESS:
________________________________________
WITNESS:
________________________________________
Page 17 of 18
Attachment 1
Repayment Schedule for New Long Term Facility
--------------------------------------------------------------------------------
No. Repayment Date for Amount of Portion of IFCT Portion of Bank
New Long Term Repayment of Ayudhya
Facility (Baht)
(last Banking Day of
each month)
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Page 18 of 18
