Term Loan Agreement
Made at Krung Thai Bank Public Company Limited, Head Office
Date March 31, 2004
This Agreement is made between PEMSTAR (THAILAND) LTD Age years, residing at No 129/1 Moo 1 , Trok/Soi Road , Tambon/Khwaeng Banlane Amphoe/Khet Bangpa-in Province Ayutthaya ,PostalCode 13160 ,Telephone, hereinafter referred to as the “ Borrower” on the one part and Krung Thai Bank Public Company Limited, hereinafter referred to as the “ Lender”, on the other part, Both parties agree as follows:
Clause 1. The Lender agrees to lend and the Borrower agrees to borrow from the Lender a loan in the amount of Baht 220,000,000.00 ( Two hundred and twenty million baht) on which the Borrower agrees to pay interests to the Lender at the maximum rate annonced by the Lender (currently at 14.50 per cent per annum) throughout such time until the full discharge of the debts by the Borrower whether within the term of this Agreement or after expiry of the repayment schedule hereunder, and the Borrower
1.1 has received the loan hereunder in full.
1.2 shall receive the loan in installments according to the drawdown conditions
prescribed in Appendix 1 attached hereto and deemed an integral part hereof
1.3 the drawdown shall be made within 90 days from the execution date of legal documentation
Clause 2. The Borrower covenants to pay the debts hereunder to the Lender by
2.1 Making payment of the principal sum and interest in monthly installments at the amount not less than Baht - each.
2.2 Making payment of the principal sum in - month installments at the amount not less than Baht - Each with interest payment made separately every month
2.3 Others (specify) an equal principal repayments shall be made on a quarterly basis. The first repayment shall fall on the date 3 months after the agreement date
The payment shall be made within the day of every month at the place and within the business hours of the Lender. If any payment date falls on a non-business day of the Lender, payment shall be postponed to the next business day of the Lender. The Borrower agrees to commence installment payment of the principal sum as
from 2004 onwards and payment of interests as from April, 2004 onwards, and shall make complete payment of the debts hereunder within March 31, 2007
Clause 3. The Borrower agrees to pay fees to the Lender as follows:
3.1 Management fee and/or front-end fee and/or project analysis fee at the rate of - per cent of the total amount of loan. Such fee shall be payable once
(1) on the date of execution of this Agreement
(2) on the date of the first drawdown
(3) others (specify) -
3.2 Commitment Fee at the rate of - per cent per annum of the amount of loan.
(1) not drawndown by the Borrower within a period of - months from the date of execution of this Agreement. Such fee shall be payable upon expiration of such drawdown period.
(2) not drawndown by the Borrower in accordance with the drawdown conditions. Such fee shall be payable in every interest payment period.
(3) others (specify) -
For the loan which is not drawndown by the Borrower within the period of drawdown as prescribed or specified in the drawdown conditions, it shall be construed that such undrawn portion is cancelled and no longer be drawndown by the Borrower,
3.3 Prepayment fee at the rate of- per cent of the amount of loan prepaid within - years from the date of execution of this Agreement. Such fee shall be payable once within the date the Borrower prepays such obligation and debts hereunder.
3.4 Cancellation fee at the rate of - per cent of the amount of loan cancelled. Such fee shall be payable once within the date of cancellation of the loan.
3.5 others ( specify) In a case of refinance, prepayment fee shall be at the rate of 2% per annum on the prepayment amount. The Lender shall be informed at least 7 banking business days in advance
Clause 4. If, after date of execution of this Loan Agreement, the Lender announces a change in the maximum interest rate as specified in Clause I hereof, the Borrower shall allow the Lender to charge interests at the maximum interest rate as announced as from the date such announcement comes into force until the Borrower makes full discharge of the debts, whether within the term of this Agreement or after expiry of the repayment schedule hereunder, irrespective of whether the Borrower receives a notice of such change of interest rate from the Lender or not.
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Clause 5. If the Borrower is in arrears with interest payment for not less than one year, the Borrower allows the Lender to have such outstanding interests compounded with the principal sum and to continue charging interests on such compounded amounts at the maximum interest rate announced by the Lender until the full discharge of the debts by the Borrower, irrespective of whether the Borrower receives a notice of the compound of interests from the Lender or not.
Clause 6. Changes in Circumstances
6.1 Change in circumstance which causes the performance hereunder to become unlawful or impracticable
In case there is a change in circumstance due to promulgation of new law, or change of law, or enforcement of law, or interpretation of law, order regulation or any requirement, or in case the government or the Bank of Thailand makes an order, or lays down any rule, or issues new regulation or requirement which causes the provision of loan by the Lender to become unlawful or makes it impossible for the Lender to grant all or part of the loan to the Borrower, the Lender shall give a notice of such circumstance to the Borrower. When such notice is given, the Lender shall be entitled to regard that its obligations hereunder are terminated in whole or in part. In case the Lender deems that its obligations are terminated entirely, the Borrower agrees to repay the debts under the loan facility together with interests and any other outstanding sum to the Lender within the period of time prescribed by the Lender. In case the lender deems that its obligations are terminated in part and the remaining obligations can continue to be performed by the Lender, the Borrower agrees to repay the debts under the loan together with interests and any other sum affected by such change in circumstance to the Lender within the period of time prescribed by the Lender, and it shall be the right of the Borrower to request that this Agreement be deemed to be terminated in its entirety. In case the Borrower requests that this Agreement be deemed to by terminated in its entirety, the Borrower agrees to repay the outstanding debts under the loan facility together with interests and any other outstanding sum to the Lender within the period of time prescribed by the Lender without the necessity to pay the prepayment fee to the Lender
6.2 Increase in expenses
In case there is a change in circumstance due to promulgation of new law, or change of law, or enforcement of law, or interpretation of law, order, regulation or any requirement, or in case the government or the Bank of Thailand makes an order, or lays down any rule, or issues new regulation or requirement, including the change in condition of interbank financial market or general financial market which requires the Lender to pay additional expenses in provision of the loan to the Borrower hereunder and/or to receive interests, fees or any other sum receivable hereunder at lower rate or lesser amount, the Borrower agrees to make extra payment from time to time in the amount necessary for compensating for such additional expenses or for compensating for the decrease in such interests, fees or any other sum to the Lender within the period of time prescribed by the Lender. In addition, the Lender shall be granted the right to consider adjusting the interest rate of the loan hereunder. If the Borrower is of the opinion that the additional expenses or interests fees
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or any other sum which the Borrower must pay to compensate the Lender and/or the interest rate adjusted by the Lender would become onerous burden to the Borrower, the Borrower shall have the right to repay all the outstanding debts under the loan facility to the Lender together with interests and any other sum due to the Lender on the last date of such interest period without the necessity to pay the prepayment fee to the Lender.
6.3 Change in interest computation basis
In case there is a change in circumstance which affects the interbank financial market or general financial market to such extent that a proper method for determination of interest rate for relevant interest period is unavailable, the Borrower and the Lender shall make an agreement on a substitute basis for the provision of loan for use in computing interests and determining new interest period and interest payment date. Such substitute basis for the provision of loan shall be binding on the Borrower and the Lender and become enforceable as from the commencement date of relevant interest period until such time that the change in circumstance as stated in this Clause comes to and end. If the Borrower and the Lender cannot reach an agreement, the substitute basis for the provision of loan shall be determined by the Lender, and if the Borrower is not satisfied with such substitute basis as determined by the Lender, the Borrower shall