Supplemental Memorandum of Agreement
Exhibit 10.20.2
(Translation)
TMB Bank Public Company Limited
Supplemental Memorandum of Agreement
Simummuang Market-Rangsit Branch
Date: December 14, 2007
We, Fabrinet Co., Ltd., with office located at Xx. 000 Xxx 0, Xxxxxxxxxx Xxxxxxx Xxxx, Xxxxxx Xxxxx, Amphur Lamlukka, Pathumthani province, registration No.0105542073726 and Fabrinet, with office located at Xxxxxx House, 87 Xxxx Street, Xxxxxx Town, Grand Cayman, Cayman Islands, British West Indies, hereinafter referred to as “Borrower” hereby enter into this agreement with TMB Bank Public Company Limited, hereinafter referred to as the “Bank”.
Whereas Fabrinet Co., Ltd. and/or FABRINET, as the Borrower, has executed the loan agreement dated April 4, 2007 in the total amount of US$ 22,000,000.00 (Twenty two million only), hereinafter referred to as the “Loan Agreement”.
The Borrower has consented to amend some conditions and confirmations of the Loan agreements as follows:
1. The Borrower and Bank agree to cancel all of the contents in Clause 11.3 of the Loan agreement and then proceed with this content instead.
“11.3. The Borrower shall inform the bank within 90 days after any changes in major shareholders or key management or members of the board of directors or authorized signatory or company’s stamp or Amendment of memorandum or Articles of association or any other significant matters that could affect the financial and business operations of the company.”
2. The Borrower and Bank agree to cancel all of the contents in Clause 11.6 of the Loan agreement and then proceed with this content instead.
“11.6. When construction of the Project is completed, the Borrower shall review and have the appraisal of the security property done by an independent appraiser company approved by the Bank within 90 days after the completion of the construction. During the term of this Agreement and as long as the Borrower has the debts under this Agreement outstanding, The Borrower agrees to reassess the value of the collateral upon request by the lender. The borrower shall proceed to have reassessment within 90 days from date of such request by using an appraiser who is accepted by the lender, and the borrower agrees to pay for the related expenses.”
3. The Borrower and Bank agree to cancel all of the contents in Clause 11.16 of the Loan agreement and then proceed with this content instead.
“11.16. The Borrower confirms that, on the Loan Agreement date, Mr. David Xxxxxx Xxxxxxxx is the key shareholder, holding twenty (20)% of total shares, and is the chairman of the Company. If his shareholding percentage falls below ten (10)% or if he ends his office as the key management, the Borrower shall notify the Bank within thirty (30) days after his share dilution or ending his management.”
4. The Borrower and Bank agree to cancel all of the contents in Clause 11.18 of the Loan agreement and then proceed with this content instead.
“11.18. The Borrower shall deposit the reserve in the Debt Service Reserve Account as a reserve for repayment of the principal and interest within three-month after the starting of manufacturing date”
5. The Borrower and Bank agree to cancel all of the contents in Clause 12.6 (e) of the Loan agreement.
6. The Borrower accept that all collateral such as pledge, mortgage, guarantee or any other collateral provided under the Loan agreement are still the collateral under this memorandum.
7. The Borrower and Bank agree that all enclosed documents and all other supporting documents relevant to this agreement are part of the Loan agreement and are useful one another. If the Borrower is not abiding by any single conditions, the Borrower shall be deemed to be in default of the Loan agreement and the Bank has the right to demand all payments suddenly.
8. If the Borrower is in default or fails in breach of any provisions as provided in this memorandum or the Loan agreement, the Borrower shall be deemed to be in default of payment of the entire loan hereunder, and the entire debt shall become immediately due and payable. The Bank shall be entitled to enforce the debt immediately, and the Borrower agrees to immediately pay debt hereunder in full together with its interest at the default rate from the date of default until complete payment is made. Additionally, the Bank still has rights in all actions to pursue anything according to the Loan agreement with the Borrower.
9. The Borrower and Bank apparently agree that doing this agreement does not mean to be converting the loan and treating this document is part of Loan agreement. Words or contents in this document have the same meaning as meaning in Loan agreement except for that content is specified especially to show in other meanings and it will be effective from 14 December 2007 onward.
If terms and conditions are not mentioned clearly in this memorandum, the loan agreement will be applied.
In Witness Whereof, the Borrower has thoroughly read and understood the contents above, and has therefore signed (with seal affixed) in the presence of witnesses.
Fabrinet Co., Ltd.
(Seal)
Signed -Signature- Company
(Mr. Soon Kaewchansilp)
Authorized Director of the Company
Signed -Signature- Company
(Mr. David Xxxxxx Xxxxxxxx, President & CEO)
Authorized Director of the Company
Signed -Signature- and seal Bank
TMB BANK PUBLIC COMPANY LIMITED
(Mrs. Thongchai Tumthong) (Mr. Thongchai Harnpongsajit)
Signed -Signature- Witness
(Mrs. Nongluck Youngpituck)
Signed -Signature- Witness
(Xx. Xxxxx Masnithat)
