(Translation)
Exhibit 10.20.3
(Translation)
TMB Bank Public Company Limited
| [ ] Head office |
| [ / ] Simummuang Market- Rangsit Branch |
Memorandum of Agreement
Date: August 8, 2008
Whereas Fabrinet Co., Ltd., with office located at No. 294 Moo 8, Vibhavadee Rangsit Road, Tambol Kukot, Amphur Lamlukka, Pathumthani province, registration No ###-###-#### (formerly 1158/2542) and Fabrinet, with office located at Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands, British West Indies (hereinafter together referred to as “Borrower”) has received the loan in the amount of US$ 22,000,000 (Twenty Two Million Only) from TMB Bank Public Company Limited (hereinafter referred to as the “Bank”) pursuant to Loan agreement dated 4 April 2007 and Supplemental Memorandum of Agreement dated 14 December 2007 (hereinafter together referred to as “Loan agreement”)
The Borrower wishes to provide additionally adjusting in some conditions and confirmations of the Loan agreements. The Borrower and Bank therefore execute this Memorandum as follows:
1. This is to cancel all of the contents in Clause 11.18 of the Loan agreement
2. This is to cancel all of the contents in Clause 11.19 of the Loan agreement and then proceed with this content instead
“11.19. Fabrinet shall maintain financial ratios as of the end of December and June as follows:
| (a) | To maintain Debt Service Coverage Ratio (DSCR) from 2009 onwards at no lower than 2.50. |
“DSCR” means earnings before interest and depreciation and amortization plus cash on hand minus short term debt divided by current portion of long-term debt plus interest expense.
| (b) | To maintain Debt Equity Ratio (D/E) at no more than 2.00. |
“D/E” means total liabilities including contingent liabilities divided by equity minus intangible assets minus receivables from related company and directors minus investment.
3. 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.
4. If the Borrower is in default or fails to comply with the Loan agreement and/or this memorandum, the Borrower shall be deemed to be in default of this memorandum and Loan agreement. The Bank can charge interest at the default rate per the Loan agreement. Additionally, the Bank still maintains its right to enforce the Borrower the Loan agreement.
5. The Borrower and the Bank apparently agree that concluding this memorandum does not mean to be converting the loan and is to be treated this memorandum as part of the Loan agreement. Words or contents in this memorandum have to be the same meaning as meaning in Loan agreement except for that this memorandum defines in other meanings.
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 on the date written above.
Fabrinet Co., Ltd.
(Seal)
Signed -Signature- Company
(Mr. Soon Kaewchansilp)
Authorized Director of the Company
FABRINET
Signed -Signature- Company
(Mr. David Thomas Mitchell, President & CEO)
Authorized Director of the Company
Signed -Signature- and seal Bank
TMB BANK PUBLIC COMPANY LIMITED
(Mrs. Jitchanok Danwangdem) (Mr. Surachai Tangmunanuntakul)
Signed -Signature- Witness
(Mrs. Nongluck Youngpituck)
Signed -Signature- Witness
(Mr. Supat Masnithat)
