Exhibit 10.2
SUPPLEMENTAL AGREEMENT
TO
THE THIRD CREDIT FACILITIES AGREEMENT
This Agreement is made to be effective from 23 June 2008 (the “Effective
Date of this Agreement”)
AMONG
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”)
as the Facility Agent (hereinafter referred to in this Agreement as the
“Facility Agent”)
TMB BANK PUBLIC COMPANY LIMITED (“TMB Bank”) as the
Security Agent (hereinafter referred to as the “Security
Agent”).
AND
BANK OF AYUDHYA and TMB BANK as the Creditors (hereinafter
referred to collectively as the “Creditors” and
individually as “Creditor”).
WHEREAS
(D)
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The Borrower entered into the Third Credit Facilities Agreement
dated 19 December 2006 (the “Third Credit Facilities
Agreement”) with the Facility Agent, the Security Agent and the
Creditors.
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(B) The Borrower, the Facility Agent, the Security Agent and the
Creditors intend to amend the Third Credit Facilities Agreement pursuant
to the terms and conditions of this Agreement.
2.
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Definition and Interpretation
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The parties agree as follows:
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1.1 Words and
expressions used in this Agreement shall have the same respective
meanings as the words and expressions defined in the Third Credit
Facilities Agreement except as otherwise defined in this Agreement.
1.2
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In this Agreement, except as otherwise defined the reference to the
Third Credit Facilities Agreement, the Transaction Documents or any
documents related to the Third Credit Facilities Agreement or the
Transaction Documents shall include this Agreement.
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1.3
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From the Effective Date of this Agreement, any terms or conditions
in the Third Credit Facilities Agreement or the Transaction
Documents or any documents related to the Third 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 Third Credit
Facilities Agreement or the Transaction Documents or any documents
related to the Third Credit Facilities Agreement or the Transaction
Documents which contradict the terms of this Agreement shall no
longer be effective.
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The Borrower, the Facility Agent, the Security Agent and the Creditors
agree to amend and revise the terms of the Third Credit Facilities
Agreement as follows:
2.1
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Certain definitions as appeared in Clause 1.1 of the Third Credit
Facility Agreement shall be supplemented, amended and/or revised as
follows:
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2.1.1
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The definition of “Repayment Schedule for Debt under the
Long Term Facility” shall be supplemented to Clause 1.1 of the
Third Credit Facilities Agreement to read as follows:
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“Repayment Schedule for Debt under the Long Term Facility” means
the repayment schedule for Debt under Long Term Facility
under the conditions specified in Clause 6.1 and Attachment 1
of this Agreement.
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2.1.2
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The definition of “Excess Cash from Business Operation”
shall be supplemented to Clause 1.1 of the Third Credit Facility
Agreement to read as follows”
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““Excess Cash from Business Operation” means
the excess cash which will be calculated on a quarterly basis
(excluding the balance which required to be deposit in the Debt
Service Reserve Account) based on the actual cash balance as shown
in the consolidated balance sheets of the Guarantor on the last day
of the relevant quarter which has been audited by the auditor or
reviewed by the authorized director of the Guarantor based on the
10-Q form (in case of first, second and third quarters) subtracted
by the following items (a) to (e) and the Borrower will send the
report of this calculation to each Creditor within forty five (45)
days after the last day of that quarter:
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(a)
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two (2) months of operating expense (excluding depreciation and
other non-cash items) based on the actual cash balance as shown in
the previous quarter plus or minus adjustment factors;
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(b)
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two (2) months of production cost (excluding depreciation and other
cash items) based on the actual figures of the previous quarter plus
or minus adjustment factors;
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(c)
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interest payment on working capital facilities, import and export
credit facility and Debt under the Long Term Facility and an amount
for principle repayment of Debt under the Long Term Facility as
prescribed in the Repayment Schedule for Debt under Long Term
Facility for the subsequent quarter;
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(d)
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capital expenditure forecasted for the subsequent quarter; and
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(e)
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contingency expense in the amount equal to five percent (5%) of the
amount under items (a) and (b) above.
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2.1.3
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The definition of “Equity” as appeared in Clause 1.1of
the Third Credit Facilities Agreement shall be repealed and replaced
to read as follows:
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“Equity” means the equity of the Borrower in case of
maintaining ratio by the Borrower or the equity of Innovex Group
Companies in case of maintaining ratio by the Guarantor which
includes paid-up share capital, share premiums, reserves and
retained earnings.
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2.1.4
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The definition of “Debt Service Reserve Account” as
appeared in Clause 1.1 of the Third Credit Facilities Agreement
shall be repealed and replaced to read as follows:
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“Debt Service Reserve Account” means Savings
Account No. xxx-x-xxxxx-x, an interest bearing account of the
Borrower opened and maintained with TMB Bank Public Company Limited,
Phahon Yothin branch.
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2.1.5
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The definition of “Availability Period for Long Term
Facility” as appeared in Clause 1.1 of the Third Credit
Facilities Agreement shall be repealed and replaced to read as
follows:
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“Availability Period for Long Term Facility”
means the period commencing from the Effective Date of the Third
Credit Facilities Agreement and expiring on the Effective Date of
the Supplemental Agreement to the Third Credit Facilities Agreement.
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2.1.6
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The definition of “Grace Period” as appeared in Clause
1.1 of the Third Credit Facilities Agreement shall be deleted.
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2.1.7
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The definition of “Facility” as appeared in Clause 1.1
of the Third Credit Facilities Agreement shall be repealed and
replaced to read as follows:
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“Facility” means the facility provided by the
Creditors to the Borrower as restructured under this Agreement”
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2.1.8
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The definition of “Long Term Facility” as appeared in
Clause 1.1 of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“Long Term Facility” means the facility in Baht
provided by the Creditors to the Borrower for the purpose as
specified in Clause 2.2.
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2.1.9
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The definition of “Fifth Guarantee Agreement” shall be
supplemented to Clause 1.1 of the Third Credit Facility Agreement to
read as follows:
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“Fifth Guarantee Agreement” means the Fifth
Guarantee Agreement issued by the Guarantor to the Creditors in
accordance with the form of Attachment 2;
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2.1.10
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The definition of “Pledge of Right of Deposit Agreement”
shall be supplemented to Clause 1.1 of the Third Credit Facility
Agreement to read as follows:
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“Pledge of Right to Deposit Agreement” means
the Pledge of Right to Deposit dated 23 June 2008 between the
Borrower and the Security Agent for the benefit of the Creditors
in relation to the deposit in the Debt Service Reserve Account in
the form specified in Attachment 3 of this Agreement.
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2.1.11
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The definition of “Conditional Assignment of Right to
Deposit Agreement” shall be supplemented to Clause 1.1 of the
Third Credit Facility Agreement to read as follows:
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“Conditional Assignment of Right to Deposit Agreement”
means the Conditional Assignment of Right to Deposit Agreement
dated 23 June 2008 between the Borrower and the Security Agent for
the benefit of the Creditors in relation to the deposit in the
Debt Service Reserve Account in the form specified in Attachment
4 of this Agreement.
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2.1.12
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The definition of “Amended and Restated Second Credit
Facilities Agreement” as appeared in Clause 1.1 of the Third
Credit Facilities Agreement shall be repealed and replaced to read
as follows:
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“Amended and Restated Second Credit Facilities
Agreement” means the Amended and Restated Second Credit
Facilities Agreement between the Borrower, the Facility Agent, the
Security Agent and the Creditors dated 19 December 2006, the
transaction documents under this Agreement and any supplemental
agreements to this Agreement.
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2.1.13
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The definition of “Long Term Debt” as appeared in
Clause 1.1 of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“Long Term Debt” means any debt that has a
repayment maturity of not less than one year of the Borrower in the
case of ratio to be maintained by the Borrower or of the Innovex
Group Companies in the case of ratio to be maintained by the
Guarantor.
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2.1.13
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The definition of “Aggregate Debt” as appeared in
Clause 1.1 of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“Aggregate Debt” means all debts and obligations
of the Borrower in the case of ratio to be maintained by the
Borrower or of the Innovex Group Companies in the case of ratio to
be maintained by the Guarantor at any time.
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2.1.14
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The definition of “Debt under the Long Term Facility”
shall be supplemented to Clause 1.1 of the Third Credit Facility
Agreement to read as follows:
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“Debt under the Long Term Facility” means Debt
under the Long Term Facility as prescribed in Clause 2.1
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2.1.16
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The definition of “Debt Service Coverage Ratio” as
appeared in Clause 1.1 of the Third Credit Facilities Agreement
shall be repealed and replaced to read as follows:
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"Debt Service Coverage Ratio" means the ratio of
EBITDA divided by debt determined as at the end of each twelve (12)
months period of the Borrower's financial year in the case of ratio
to be maintained by the Borrower or of the Innovex Group Companies
in the case of ratio to be maintained by the Guarantor. For the
purpose of this definition, "debt" means the current portion of
principal payable on all outstanding Debt under the Long Term
Facility for each twelve (12) months period under this Agreement,
debt under long term facility under the Supplemental Agreement to
the Amended and Restated Second Credit Facilities Agreement and debt
under any long term facility (if any) at that time and interest
expenses on the Debt under the Long Term Facility under this
Agreement, debt under long term facility under the Supplemental
Agreement to the Amended and Restated Second Credit Facilities
Agreement and debt under any long term facility (if any) become
payable for the twelve (12) months period of the Borrower's
financial year in the case of ratio to be maintained by the Borrower
or of the Innovex Group Companies in the case of ratio to be
maintained by the Guarantor except interest expenses on short term
loan of the Borrowr or Innovex Group Companies (as the case may be).
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2.1.17
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The definition of “Interest Coverage Ratio” as appeared
in Clause 1.1 of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“Interest Coverage Ratio” means the ratio of
EBITDA divided by interest determined as at the end of each twelve
(12) months period of the Borrower's financial year in the case of
ratio to be maintained by the Borrower or of the Innovex Group
Companies in the case of ratio to be maintained by the Guarantor.
For the purpose of this definition, "interest" means the current
portion of interest expenses relevant to each twelve (12) months
period of the Borrower's financial year in the case of ratio to be
maintained by the Borrower or of the Innovex Group Companies in the
case of ratio to be maintained by the Guarantor.
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2.2
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Clause 2.1 of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“2.1
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Debt under the Long Term Facility the Borrower’s
debt having with the Long Term Creditors pursuant to the Long Term
Facility which is restructured under this Agreement under the
terms and conditions of this Agreement. As at 31 March 2008, the
debt under the Long Term Facility is in the amount of Baht
375,066,968 (Three Hundred Seventy Five Million Sixty Six Thousand
Nine Hundred and Sixty Eight Baht)”
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2.3
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Clause 4.1 of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“4.1
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From the Effective Date of the Supplemental Agreement to the Third
Credit Facilities Agreement the Borrower is no longer allowed to
utilize the Long Term Facility and the Creditors no longer have
obligations in providing the Long Term Facility to the Borrower
pursuant to the Third Credit Facilities Agreement.”
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2.4
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Clause 5.1.4 of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“5.1.4
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Interest for the Debt under the Long Term Facility
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The interest rate for the Debt under the Long Term Facility will be
at the rate of Average MLR minus one percent (Average MLR-1%) per
annum of the amount due under the Debt under the Long Term Facility
calculated by the Facility Agent on the Effective Date of this
Agreement for the first Interest Period and for the subsequent
Interest Period shall be at the rate calculated by the Facility
Agent on the first day of the relevant Interest Period to be used
for such Interest Period.
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For each Interest Period, the Borrower will pay interest for the
Debt under the Long Term Facility in compliance with the conditions
in this Agreement to the Facility Agent for the benefit of the Long
Term Creditors pursuant to its Proportion of Debt by payment within
10:00 a.m. (Bangkok time) on the last Banking Day of each month
under the calendar year.
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2.5
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Clause 6 of the Third Credit Facilities Agreement shall be repealed
and replaced to read as follows:
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“6.
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Repayment and Prepayment
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6.1
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Debt under the Long Term Facility
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The Borrower shall repay the Debt under the Long Term Facility
to each Long Term Creditor on the last Banking Day of each
calendar month (for the total 48 installments) in accordance with
Repayment Schedule for Debt under the Long Term Facility
commencing from the last Banking Day of October 2008 onwards.
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6.2
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Before 10.00 a.m on each Repayment Date for Debt under the Long Term
Facility, the Borrower will repay the Debt under the Long Term
Facility to the Facility Agent for the benefit of the Long Term
Creditors in accordance with the condition of Clause 6.1 and in
compliance with the Repayment Schedule for Debt under the Long Term
Facility.
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6.3
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After the Borrower has repaid the Debt under the Long Term Facility,
the Borrower may not utilize such repayment amount again.
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6.4
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The Borrower is entitled to prepay the Debt under the Long Term
Facility in whole or in part on any Interest Payment Date before the
Repayment Schedule for Debt under the Long Term Facility in
compliance with the following conditions:
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(a)
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The Borrower has delivered the notice in writing specifying the
intention to prepay the Debt under the Long Term Facility by
specifying the amount to be prepaid and the date of such prepayment
to the Facility Agent in advance not less than thirty (30) Banking
Days;
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(b)
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Subject to Clause 7.1, the amount to be partially prepaid will be in
the amount of not less than Baht 5,000,000 (Five Million Baht) or
the integral multiple of Baht 5,000,000 (Five Million Baht) except
in the case that the amount to be prepaid is arisen from the Excess
Cash from Business Operation pursuant to Clause 11.4;
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(c)
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The Borrower shall prepay the Debt under the 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;
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(d)
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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 Debt under the
Long Term Facility in the inverse order of maturity and pursuant to
the terms as specified in Clause 6.2;
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(e)
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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 Debt under the Long Term
Facility except in the case where the prepayment money is obtained
from the operation of the Borrower, from any capital increase in the
Borrower which occurs after two (2) years from the Effective Date of
this Agreement and/or from the Excess Cash from Business Operation,
in which case the Borrower shall not be responsible to pay the
prepayment fee.
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6.5
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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.
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6.6
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Except as otherwise clearly mentioned in this Agreement, the
Borrower is not entitled to prepay all or any part of the Debt under
the Long Term Facility. The Debt under the Long Term Facility, which
is prepaid, shall not be available for further drawdown.”
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2.6
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Clause 11.1.6 (b) of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“(b)
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as soon as they are available, (but in any event within forty five
(45) days) after the end of each quarter, copies of unaudited
quarterly financial statements of the Borrower and as soon as they
are available, (but in any event within forty five (45) days) after
the end of the first, second and third quarters, copies of the
consolidated financial statement of the Guarantor based on the 10-Q
form for the first, second and third quarters and as soon as they
are available (but no later than one hundred and twenty (120) days)
after the end of the fourth quarter the 10-K annual report of the
Guarantor for each year during the term of this Agreement together
with the cashflow statements and sources and uses of funds in
respect of such periods of the Borrower or the Guarantor (as the
case may be) for the number enough for all the Creditors having
ensured that they were prepared in accordance with accounting
principles and practices generally acceptable in Thailand (in the
case of the Borrower) or in the United States of America (in the
case of the Guarantor) and gives in conjunction with the notes
thereto including the notes on changes in the application of an
accounting principles and practices (1) the financial condition of
the Borrower or the Guarantor as of the last day of such financial
period and (2) the result of the operation of the Borrower or the
Guarantor for the period of which they relate, having been prepared
with the due care and diligence in the case of the Borrower or
accepted by the creditors of the Guarantor in case of the Guarantor.”
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2.7
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Clause 11.1.11 of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“11.1.11
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The Borrower shall perform the followings:
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(a)
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The Borrower shall do all acts to have the Guarantor maintain the
following ratios based on the consolidated annual financial
statements audited by the Auditor acceptable to the Creditors:
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(1)
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the ratio of Aggregate Debt to Equity at the rate of not exceeding:
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(1.1)
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12:1 for the year 2010;
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(1.2)
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3:1 for the year 2011; and
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(1.3)
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3:1 for the year 2012 and as long as there is any Debt under this
Agreement and/or Transaction Documents outstanding.
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(2)
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the ratio of Long Term Debt to Equity at the rate of not exceeding:
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(2.1)
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1.5:1 for the year 2010;
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(2.2)
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1.5:1 for the year 2011; and
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(2.3)
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1.5:1 for the year 2012 and as long as there is any Debt under this
Agreement and/or Transaction Documents outstanding.
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(3)
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Debt Service Coverage Ratio at the rate not less than:
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(3.1)
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1.2:1 for the year 2009;
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(3.2)
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1.2:1 for the year 2010;
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(3.3)
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1.2:1 for the year 2011; and
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(3.4)
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1.2:1 for the year 2012 and as long as there is any Debt under this
Agreement and/or Transaction Documents outstanding.
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(4)
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Interest Coverage Ratio at the rate not less than:
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(4.1)
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1.5:1 for the year 2009;
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(4.2)
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2:1 for the year 2010;
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(4.3)
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2:1 for the year 2011; and
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(4.4)
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2:1 for the year 2012 and as long as there is any Debt under this
Agreement and/or Transaction Documents outstanding.
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(b)
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The Borrower shall maintain the following ratios:
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(1)
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the Aggregate Debt to Equity ratio based on the unaudited quarterly
financial statements of the Borrower and the annual financial
statement audited by the Auditor acceptable to the Creditors at the
rate of not exceeding:
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(1.1)
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3:1 for the year 2008; and
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(1.2)
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3:1 for the year 2009
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(2)
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the Long Term Debt to Equity ratio based on the unaudited quarterly
financial statements of the Borrower and the annual financial
statement audited by the Auditor acceptable to the Creditors at the
rate of not exceeding:
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(2.1)
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1.5:1 for the year 2008; and
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(2.2)
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1.5:1 for the year 2009.
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(3)
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the Debt Service Coverage Ratio based on the annual financial
statement of the Borrower audited by the Auditor acceptable to the
Creditors at the rate of not less than 1.2:1 for the year 2009.
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(4)
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the Interest Coverage Ratio based on the annual financial statement
of the Borrower audited by the Auditor acceptable to the Creditors
at the rate of not less than 1.5:1 for the year 2009.
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(5)
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the Return on Assets Ratio based on the annual financial statement
of the Borrower audited by the Auditor acceptable to the Creditors
at the rate of not less than:
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(5.1)
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4% for the year 2008;
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(5.2)
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4% for the year 2009;
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(5.3)
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6% for the year 2010;
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(5.4)
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6% for the year 2011; and
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(5.5)
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6% for the year 2012 and as long as there is any Debt under this
Agreement and/or Transaction Documents outstanding.
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The Creditors shall have the right to revise the ratios to be maintained
and/or the procedures to review the ratios maintained by the Borrower
and/or the Guarantor as the Creditors deem appropriate from time to time
and the Borrower shall strictly perform and shall do all acts to have
the Guarantor strictly performs it obligations as revised from time to
time.”
2.8
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Clause 11.1.15 of the Third Credit Facilities Agreement shall be
repealed and replaced to read as follows:
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“11.1.15
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From the Effective Date of this Agreement until the Debt is paid in
full, the Borrower shall at all times keep funded the Debt Service
Reserve Account in advance with an amount at least equal to (1) the
amount of interest payments to the Creditors for the Debt under the
Long Term Facility for the subsequent three (3) Interest Periods and
(2) the amount of principle payment to the Creditors for the Debt
under the Long Term Facility for the subsequent one (1) Interest
Period.”
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2.9
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The following terms shall be inserted to be Clause 11.1.16 of the
Amended and Restated Second Credit Facility Agreement to read as
follows:
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“1.1.16
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The Borrower shall deliver the monthly cash flow and performance
update of (1) the Borrower and (2) the Guarantor (which include the
report on cash flow and performance of the Innovex Group Companies)
to each Creditor within the last Banking Day of the subsequent
month.”
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2.10
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The following terms shall be inserted to be Clause 11.4 of the Third
Credit Facility Agreement to read as follows:
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“11.4
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The Borrower shall use the Excess Cash from Business Operation to
repay the debt under the working capital facility and the import
and export credit facility which are due and payable within three
(3) months from the last day of each of the previous quarter and
if there is any excess amount from the repayment of debt under the
working capital facility and the import and export credit
facility, such amount shall be used to repay the Debt under the
Long Term Facility in addition to the repayment as specified in
Clause 6.1 and the Attachment 1 of this Supplemental
Agreement to the Third Credit Facilities Agreement in inverse
order of maturity.
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The Borrower shall make payment in relation to the Excess Cash from
Business Operation to the Creditors within sixty (60) days from the
last day of the relevant quarter.”
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2.11
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Clause 13 of the Third Credit Facilities Agreement shall be repealed
and replaced to read as follows:
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13.
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Security
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The Borrower agrees to provide the Security as follows as the
security for the debt of the Borrower under the Third Credit
Facilities Agreement, the Amended and Restated Second Credit
Facilities Agreement, the Transaction Documents and any amendments
to these agreements
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13.1
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The Borrower shall pledge all the Equipment for the benefit of the
Creditors under the Equipment Pledge Agreement between the Borrower
and the Security Agent for the benefit of the Creditors, from time
to time, as soon as practicable for the pledge under the laws or
upon request by the Security Agent or Creditors by instructing the
Security Keeper designated by the Facility Agent, the Security Agent
and the Creditors to control the said Equipment for the benefit of
the Creditors and after the Borrower has registered the mortgage of
Registerable Equipment in the name of the Creditors under the
conditions of Clause 13.3 such Registerable Equipment will be
released from the pledge under this clause.
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13.2
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Registerable Equipment of the Borrower to the Equipment Registrar,
from time to time, as soon as practicable under the laws or upon
demand by the Security Agent or Creditors and after the registration
of the equipment the Borrower must submit all documents which are
the evidence of such ownership registration in the equipment which
is the original to the Security Agent for the safe custody. The
Borrower agrees to complete the mortgage registration of all
Registerable Equipment used to install relating to the operation and
Project within one (1) year after the Effective Date of this
Agreement.
|
|
13.3
|
The Borrower must register the mortgage of all of the Registerable
Equipment the ownership of which have already been registered
pursuant to Clause 13.2, from time to time, under the form and
substance satisfactory to the Creditors as a security for the debt
under this Agreement and the Transaction Documents in which case the
Borrower shall be responsible to pay for the fees and expenses for
such mortgage and after the registration of any Equipment the
Borrower shall deliver all the evidences (which is the original)
relating to such mortgage to the Security Agent for the benefit of
the Creditors, provided that before each registration of the
mortgage of the Registerable Equipment, the Borrower shall obtain
all consents, licenses, permits or other similar type of documents
from any relevant governmental authority, agency, organization,
board (including the Board of Investment) or other person as
necessary to mortgage that Registerable Equipment.
|
|
13.4
|
In case the Borrower has additional land and/or building for the
operating of the Project, the Borrower shall mortgage such land
and/or building to the Creditors in the form and substance
satisfactory to the Creditors in which case the Borrower shall be
responsible to pay for the fees and expenses for such mortgage
registration and after any mortgage registration, the Borrower shall
deliver all evidences (which is original) relating to such mortgage
to the Security Agent for the benefit of the Creditors.
|
|
|
|
|
13.5
|
Within 23 June 2008 the Borrower shall enter into the Pledge of
Right to Deposit Agreement and the Conditional Assignment of Right
to Deposit Agreement between the Borrower and the Security Agent for
the benefit of the Creditors and deliver the relevant books in
relation to the account to the Security Agent for the benefit of the
Creditors pursuant to the Pledge of Right of Deposit Agreement.
|
|
|
|
|
13.6
|
Within 23 June 2008 the Guarantor shall enter into the Fifth
Guarantee Agreement for the benefit of the Creditors.
|
|
|
|
|
13.7
|
The Borrower shall provide additional Security as requested by the
Creditors when the Creditors consider that the Security provided by
the Borrower to the Creditors under this Agreement or the
Transaction Documents are deteriorated or the value of such Security
has been diminished.
|
3.
|
Continuity of Agreement
|
|
|
|
Except as amended and supplemented under this Agreement, all terms
and conditions under the Third Credit Facilities Agreement, the
Transaction Documents and any documents related to the Third 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 Agreement shall be deemed as an integral part of
the Third 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 Third Credit Facilities Agreement, the Transaction
Documents and any agreements related to the Third Credit Facilities
Agreement and the Transaction Documents shall also apply to this
Agreement.
|
|
|
|
|
4.
|
Effective Date of this Agreement
|
|
|
|
This Agreement shall be effective from the Effective Date of this
Agreement.
|
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the date specified above.
THE BORROWER:
INNOVEX (THAILAND) LIMITED
/s/ Xxxxx Acres____________________
THE SECURITY AGENT:
TMB BANK PUBLIC COMPANY LIMITED
/s/ Siripong Sombutsiri____________________
(Mr. Siripong
Sombutsiri)
/s/ Saipin Thongkomol
(Ms.
Saipin Thongkomol)
THE FACILITY AGENT:
BANK OF AYUDHYA PUBLIC COMPANY LIMITED
/s/ Xxxxxx Deemongkolsuk
(Xx.
Xxxxxx Deemongkolsuk)
THE CREDITORS:
TMB BANK PUBLIC COMPANY LIMITED
/s/ Subhak Siwaraksa
(Mr.
Subhak Siwaraksa)
/s/ Utoomphorn Kunakom
(Ms.
Utoomphorn Kunakorn)
BANK OF AYUDHYA PUBLIC COMPANY LIMITED
/s/ Apinan Hornopparat
(Mr.
Apinan Hornopparat)
WITNESS:
/s/ Rochana
Huntopap
(Ms.
Rochana Huntopap)
WITNESS:
/s/ Kiettirong
Daowsook
(Mr.
Kiettirong Daowsook)
Attachment 1
Repayment Schedule for Debt under the Long Term Facility
No.
|
Repayment Date for the Debt under the Long
Term Facility Portion 1
(The last Banking Day
of each month)
|
Amount of Repayment (Baht)
|
Portion of TMB Bank
|
Portion of Bank of Ayudhya
|
1
|
October 2008
|
1,766,968
|
883,484
|
883,484
|
2
|
November 2008
|
1,700,000
|
850,000
|
850,000
|
3
|
December 2008
|
1,700,000
|
850,000
|
850,000
|
4
|
January 2009
|
1,700,000
|
850,000
|
850,000
|
5
|
February 2009
|
1,700,000
|
850,000
|
850,000
|
6
|
March 2009
|
1,700,000
|
850,000
|
850,000
|
7
|
April 2009
|
6,700,000
|
3,350,000
|
3,350,000
|
8
|
May 2009
|
6,700,000
|
3,350,000
|
3,350,000
|
9
|
June 2009
|
6,700,000
|
3,350,000
|
3,350,000
|
10
|
July 2009
|
6,700,000
|
3,350,000
|
3,350,000
|
11
|
August 2009
|
6,700,000
|
3,350,000
|
3,350,000
|
12
|
September 2009
|
6,700,000
|
3,350,000
|
3,350,000
|
13
|
October 2009
|
6,700,000
|
3,350,000
|
3,350,000
|
14
|
November 2009
|
6,700,000
|
3,350,000
|
3,350,000
|
15
|
December 2009
|
6,700,000
|
3,350,000
|
3,350,000
|
16
|
January 2010
|
6,700,000
|
3,350,000
|
3,350,000
|
17
|
February 2010
|
6,700,000
|
3,350,000
|
3,350,000
|
18
|
March 2010
|
6,700,000
|
3,350,000
|
3,350,000
|
19
|
April 2010
|
6,700,000
|
3,350,000
|
3,350,000
|
20
|
May 2010
|
6,700,000
|
3,350,000
|
3,350,000
|
21
|
June 2010
|
6,700,000
|
3,350,000
|
3,350,000
|
22
|
July 2010
|
6,700,000
|
3,350,000
|
3,350,000
|
23
|
August 2010
|
6,700,000
|
3,350,000
|
3,350,000
|
24
|
September 2010
|
6,700,000
|
3,350,000
|
3,350,000
|
25
|
October 2010
|
9,100,000
|
4,550,000
|
4,550,000
|
26
|
November 2010
|
9,100,000
|
4,550,000
|
4,550,000
|
27
|
December 2010
|
9,100,000
|
4,550,000
|
4,550,000
|
28
|
January 2011
|
9,100,000
|
4,550,000
|
4,550,000
|
29
|
February 2011
|
9,100,000
|
4,550,000
|
4,550,000
|
30
|
March 2011
|
9,100,000
|
4,550,000
|
4,550,000
|
31
|
April 2011
|
9,100,000
|
4,550,000
|
4,550,000
|
32
|
May 2011
|
9,100,000
|
4,550,000
|
4,550,000
|
33
|
June 2011
|
9,100,000
|
4,550,000
|
4,550,000
|
34
|
July 2011
|
9,100,000
|
4,550,000
|
4,550,000
|
35
|
August 2011
|
9,100,000
|
4,550,000
|
4,550,000
|
36
|
September 2011
|
9,100,000
|
4,550,000
|
4,550,000
|
37
|
October 2011
|
11,100,000
|
5,550,000
|
5,550,000
|
38
|
November 2011
|
11,100,000
|
5,550,000
|
5,550,000
|
39
|
December 2011
|
11,100,000
|
5,550,000
|
5,550,000
|
40
|
January 2012
|
11,100,000
|
5,550,000
|
5,550,000
|
41
|
February 2012
|
11,100,000
|
5,550,000
|
5,550,000
|
42
|
March 2012
|
11,100,000
|
5,550,000
|
5,550,000
|
43
|
April 2012
|
11,100,000
|
5,550,000
|
5,550,000
|
44
|
May 2012
|
11,100,000
|
5,550,000
|
5,550,000
|
45
|
June 2012
|
11,100,000
|
5,550,000
|
5,550,000
|
46
|
July 2012
|
11,100,000
|
5,550,000
|
5,550,000
|
47
|
August 2012
|
11,100,000
|
5,550,000
|
5,550,000
|
48
|
September 2012
|
12,900,000
|
6,450,000
|
6,450,000
|
|
Total
|
375,066,968
|
187,533,484
|
187,533,484
|