Facility Agreement [/] Head Office Date: April 25, 2014

Exhibit 10.21

Facility Agreement

[/] Head Office

Date: April 25, 2014

We, Fabrinet Company Limited, having the principal place of business at No. 5/6, Moo 6, Klongnueng Sub-district, Klongluang District, Patumthanee Province, Registration Number ###-###-#### (hereinafter called the “Borrower”); and

We, Fabrinet, having the principal place of business at 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands, KY1-9005, Registration Number 91794 (hereinafter called “Fabrinet”)

hereby enter into this Agreement with TMB Bank Public Company Limited (hereinafter called the “Bank”) with the following terms and conditions:

WHEREAS:

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(Existing Agreement no.1 to no.6 are collectively referred to as the “Existing Agreements”.)

(i) to release Fabrinet as co-borrower under Existing Agreement no.4 to no.6 and General Terms and Conditions of Facility dated May 12, 2011, whereby the Borrower shall continue to be liable for total debts and liabilities incurred from the utilization of credit line according to the Existing Agreements on or before the date of this Agreement or to be incurred in the future as the sole Borrower in all respects until the debt owed to the Bank have been paid-up in full.

(ii) to release Fabrinet as corporate guarantor under the Existing Agreement no.1.

(iii) to repay the outstanding debt of Term Loan Facility under Existing Agreement no.4

(iv) to cancel Term Loan Facility under Existing Agreement no.4 and Interest Rate Swap under Existing Agreement no.5.

(iv) to terminate negative pledge condition under the Existing Agreements.

Facility Type and Credit Limit

Regardless of whether the Borrower utilises the Foreign Credit Facility or the facility under a letter of guarantee on account of his own and/or any third party and/or the Borrower allows a third party to utilise his Foreign Credit Facility or letter of guarantee/acceptance/acceptance of aval facilities, the Borrower shall continue to be liable under the relevant General Terms and this Agreement including any other documents executed in relation to the General Terms or this Agreement.

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The facilities under Clause 1.2 to 1.5 are collectively called the “Revolving Facilities” which means the facilities that roll over as approved of the Bank and are utilised as working capital of the Borrower’s business operations, and each utilisation of which is subject to the Bank’s sole discretion.

General Terms and Conditions

Security

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The Borrower shall arrange to renew the insurance policy before its expiry date. If the Borrower fails to renew the insurance within such date, it agrees that the Bank is authorised by the Borrower to effect or renew the insurance policy including modifying or amending any provisions in connection with the insurance on behalf of the Borrower and any insurance premium and/or any fees thereby incurred shall be deducted from any deposit accounts the Borrower has with the Bank.

The Borrower shall not change, modify or cancel the insurance unless with the Bank’s approval. The Borrower shall notify the Bank of any change, modification, cancellation or renewal of any insurance policy not being made by the Bank and shall submit a copy of documents evidencing such change, modification, cancellation or renewal to the Bank within 15 (fifteen) days from the date thereof.

With respect to the security under any Facilities whose guarantee amount is denominated in foreign currencies, such as a standby letter of credit or a letter of parent guarantee, the Borrower agrees that if the equivalent guarantee amount in Thai currency calculated by the Bank’s buying rate of such currency into Thai currency at any time is less than the total outstanding debts of the Borrower under this Agreement, the Borrower shall provide any other security or the foreign currency denominated security in the additional amount to cause the total guarantee amount to be equal to or more than the total outstanding debts of the Borrower under this Agreement within 30 (thirty) days upon receipt of a written notice from the Bank.

Governing Law

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Special Terms and Conditions

10.1.1 Debt to Equity Ratio not exceeding 1.50 times until all outstanding of Term Loan Facility under Existing Agreement no.4 and no.6 are fully paid.

“Debt means total debt

Equity means total shareholders’ equity”;

“Debt Service Coverage Ratio” (DSCR) means the profit (loss) before interest and tax, plus depreciation and amortization expenses, divided by the principal and interest due and payable within the preceding year.

““THBFIX” means an interest rate offered for lending in Thai Baht for the period equal to the relevant interest period as printed or reported on Reuters Screen page “THBFIX=TH” (which shall be the rate displayed on a selling column for US Dollar/Thai Baht trading at domestic foreign currency future market) at about 11:00 a.m. (London time) on the date falling 2 business days before the commencement of relevant interest period.

If the screen rate is not available or the reference rate cannot be determined, “THBFIX” shall mean the rate quoted by the Bank at arm’s length as the average rate obtained from the rates supplied by at least 5 leading foreign currency dealers in Bangkok”

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“Clause 10.12 The Borrower shall not engage in activities which violate environment policy of the Bank, international laws, regulations or orders of the authorities whose duties are to ensure public order or preserve environment including without limit to, trade of weapons and munitions, drift net fishing in marine environment using net in excess of 2.5 km. in length, production or trade in ozone depleting substances etc.”

The Borrower has thoroughly read and understood the content hereof and the General Terms, and executed this Agreement and affixed the seal (if any) in the presence of witnesses

The Borrower/the Mortgagor
Fabrinet Company Limited
By:
		(Mr. Toh-Seng Ng)
		Authorised Director
The Bank
TMB Bank Public Company Limited
By:
		(Mr. Pirapong Nithikraiwut)

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