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On behalf of The Ventana Group LLC ("VGC") we are pleased to submit the following Proposal
to ACI Global Pte Ltd. (“Borrower”) regarding a credit facility up to $600,000,000 consisting of
an Operating Line of Credit, Equipment Loan and a Project Line of Credit. Please note that this
Proposal is not a commitment or contract from VGC. A formal commitment would require
approval of the VGC or its Designee(s) credit committee, and in the approval process, the terms
and conditions of this Proposal might change. The full credit facility will be memorialized in
contract form should the parties agree to accept these conditions.
11. Collateral: a. LOC: As security for the Credit Facility Borrower shall grant VGC or
its Designee(s) a senior, valid and perfected security interest in all of
Borrower’s present and future tangible and intangible assets, whether
now owned or hereafter acquired and wherever located under the laws of
the country were the collateral exist. This will include, but not be limited
to, marketable securities, accounts, chattel paper, tax refunds, documents,
inventory, trade names, trademarks, general intangibles, machinery,
equipment, real property, and all products and proceeds of any of these
assets (collectively, the “Collateral”). The Collateral shall secure all of
the obligations of Borrower to VGC or its Designee(s) without regard to
the classification or category of such Collateral.
b. Equipment Term Loan: Perfected security interests against the
collateralized equipment under the laws of the country were the collateral
exists.
c. PLC: Perfected security interests against collateralized asset under the
laws of the country were the collateral exists.
12. Conditions
13. Fees: a. Borrower shall a pay a collateral management fee of $25,000 per
month for the term of the credit facility.
b. Borrower shall pay VGC a Transaction Fee of 2.00% of LOC Credit
Facility and 3.00% the Term Loan and PLC Credit Facilities*.
* VGC Fees for shall be reduced to .25 for any portion of the PLC that is
guaranteed by EXIM Bank.
15. Documentation: VGC or its Designee(s) will provide their standard Loan & Security
Agreement and related Loan Documents. These documents will be
conformed to the specific terms of this Proposal or to terms and
conditions agreed to by all Parties.
16. Waivers: An authorized representative of VGC or its Designee(s) may only alter
the terms of this proposal in writing.
17. Cost: All reasonable fees and costs (subject to prior approval of Borrower) of
whatever nature, incurred by either party in connection with the loan
(whether or not such loan is committed to or, thereafter, closed) shall be
borne by Borrower. Borrower will be responsible for all closing and
transaction cost.
18. Insurance: All insurance (title, fire & theft, flood extended coverage & liability and
life) are the responsibility of Borrower. Borrower will be responsible for
maintaining in-force property insurance with companies, as well as in-
amounts and coverage satisfactory with VGC or its Designees.
20. Confidentiality: This Proposal and the terms and conditions contained herein are being
furnished to ACI Global Pte Ltd on the basis that neither its contents nor
the fact that Borrower and VGC are having any discussions related to a
possible Facility including the status thereof, termination thereof, any
decision on Borrower’s or VGC’s part to no longer consider any such
Facility or any terms, conditions, or other facts with respect thereof will
be shared with any third-party including, without limitation, any
financial institution or intermediary without VGC’s written consent,
except that Borrower may share the contents of this Proposal with its
advisors, management, and regulatory bodies on a need-to-know basis.
Any person who is informed of the contents of this letter or the Proposal
must be informed that such contents are confidential and may not be
disclosed without VGC’s prior written consent.
21. Expiration: This Proposal shall expire on September 15, 2007 if VGC has not
received your acceptance by such date.
22. Acceptance: By signing below, you acknowledge the terms and conditions of this
Proposal. Upon receipt of the executed Proposal letter and accompanying
Good Faith Deposit at the address stated above, VGC shall commence its
This Proposal constitutes only a general, non-binding expression of interest on the part of VGC.
THIS PROPOSAL IS SUBJECT TO VGC OR ITS DESIGNEE (S) CREDIT, LEGAL AND
INVESTMENT PROCESS. IT IS NOT INTENDED TO AND DOES NOT CREATE A LEGAL
BINDING COMMITMENT OR OBLIGATION ON THE PART OF VGC OR ITS
DESIGNEE(S). The creation of such a legally binding commitment or obligation is subject to,
among other things, requires the completion of VGC or it’s Designee(s) of an in-depth
investigation of the proposed credit facility, the results of which are deemed satisfactory by VGC
or it’s Designee(s) and the negotiation, execution and delivery of the definitive documents which
are mutual agreed upon by Borrower, VGC or it’s Designee(s) and non-occurrence of an adverse
change in business, financial condition, or prospect of Borrower or any guarantor.
Until the transaction proposed herein is consummated or a determination is made by VGC or its
Designee(s) not to pursue such transaction, Borrower agrees to negotiate earnestly with VGC
regarding any financing the purpose of which is substantially the same as that of the proposed
credit facility. In connection with the requested credit facility, Borrower understands that VGC
or its Designee(s) will continue to make financial, legal and collateral investigations and
determinations. Consequently, if Borrower fails to comply with any of the provisions of this
paragraph or otherwise consummates a financing transaction, the purpose of which is
substantially the same as that of the proposed credit facility, with an entity other than VGC during
the one Six (6) month period following the date hereof, or Borrower otherwise elects not to
consummate the credit facility with VGC for any reason, then Borrower shall pay ( in addition to
all costs and expenses, including attorney’s fees, of VGC) to VGC, no later than the earlier of
(i) the closing date of such transaction, or (ii) 30 days following Borrower’s written notification
to VGC of its election not to consummate the credit facility with VGC or it’s Designee(s), in cash
or immediately available funds, liquidated damages equal to two percent of the Maximum Loan
Limit; it being understood and acknowledged that it is extremely difficult and impracticable to
ascertain the amount of damages that would be incurred by VGC as a result of Borrower’s non-
compliance with the terms of this paragraph, or election not to consummate the credit facility
with VGC or it’s Designee(s). Should VGC or its Designee(s) agree to commit to provide the
credit facility on terms similar to this Proposal, Borrower agrees to negotiate in good faith the
terms of the credit facility and the consummation thereof. Borrower understands that VGC or its
Designee(s) will have made financial, legal and collateral investigations and determinations prior
to agreeing to proceed with the credit facility. Consequently, if Borrower fails to negotiate in
good faith with VGC or it’s Designee(s), Borrower shall pay (in addition to all costs and
expenses, including attorney’s fees, of VGC or it’s Designee(s) in writing) to VGC or it’s
Designee(s), no later than thirty (30) days following the date on which VGC or it’s Designee(s)
notifies Borrower that it will offer the financing described herein, in cash or immediately
available funds, liquidated damages equal to two percent of the Maximum Loan Limit; it being
understood and acknowledged that it is extremely difficult and impracticable to ascertain the
amount of damages that would be incurred by VGC or it’s Designee(s) as a result of Borrower’s
failure to negotiate in good faith with VGC or it’s Designee(s).
The above described terms and conditions are not intended to be an inclusive list of the conditions
that may be attached to any VGC or its Designee(s) approvals of the proposed credit facility.
If the terms and conditions set forth above are satisfactory, please sign the enclosed copy of this
letter and return it to my attention along with the $15,000.00 good faith deposit. Please call me at
(650) 566.8554 ext. 111 should you have any questions or comments.
Sincerely,
Michael Hom
Michael Hom
Senior Vice President
Borrower:
By:
Name:
Title:
Date:
(i)
(ii)
(iii)
(iv)