EXHIBIT 10. 38
TRANSLATION
Bangkok Bank Public Co., Ltd.
Deposit to Guarantee Own Debt Agreement
This Agreement is made at and given to Bangkok Bank Public Co., Ltd.,
hereinafter called, "the Bank", on January 24, 1997 by J.M.T. Duty Free Co.,
Ltd., located at ▇▇. ▇▇▇/▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, hereinafter called, "the Consenter" with the following
statements:
The Consenter is the own of a three months' fixed account, Account No.
2052058860, Account Name: J.M.T. Duty Free Co., Ltd., Ploenchit Road Branch,
hereinafter called, "the Deposit".
And the Consenter has an agreement to open a Letter of Credit with the Bank
for an amount/maximum of Bahtl3,700,000 (Thirteen Million Seven Hundred Thousand
Baht Only), according to the agreement dated............... , hereinafter
called, "Debt Agreement".
And the Consenter has been fully informed and understood all the statements
in the Debt Agreement and wish to agree to offer the Deposit to the Bank as a
guarantee to the Consenter's debt under the Debt Agreement as well as authorize
the Bank to manage the Deposit in accordance with the statements to be made
hereafter.
Therefore, by this Agreement, the Consenter gives consent and authority to
manage the Deposit to the Bank and makes the following agreement to the Bank:
Section 1. The Consenter agrees to place the deposit of Baht 2,740,000 (Two
Million Seven Hundred and Forty Thousand Baht Only) as a guarantee to repay the
Bank according to the Debt Agreement as well as damage cause by the Consenter's
failure to repay the debtor violation a section in this Agreement until the
Consenter pays back all the debt and observes the Debt Agreement.
Section 2. In case the Consenter fails to repay the debt according to the
Debt Agreement or fails to observe a section in this Agreement enabling the Bank
to demand repayment or compensation for damage from the Consenter according to
the Debt Agreement, the Consenter agrees and authorizes the Bank to manage the
Deposit by deducting an amount from the Deposit as well as interest (if any)
incurred from the Deposit to repay the debt under the Debt Agreement, regardless
of the nature of the debt -- capital, interest, expenses and compensation for
damage -- without prior notice to the Consenter.
Section 3. In case a third party files a complaint against, sues or is
suing the Consenter in a civil, criminal, or bankruptcy case, or when there is a
cause or indication or the Bank believes that the Consenter is unable or seems
to be unable to repay the debt or compensation for damage under the Debt
Agreement whether the debt is due for repayment or not, the Consenter shall
agree and authorize the Bank to manage the Deposit similar to the management of
the Deposit stated in Section 2.
Section 4. In case the Deposit is a fixed deposit or fixed deposit slip
with a definite deposit period and the deposit is mature but before the debt
under the Debt Agreement is due or it's due but the Bank has not yet received
all the repayment, the Consenter shall agree with the Bank to extend the deposit
for another period equivalent to the original period and such extension can be
made at any number of times until the Bank receives all the repayment.
Section 5. In case the consent and/or authorization to the Bank
aforementioned is to be made in writing, this Agreement shall be taken as a
written consent and authorization under any circumstances. The said consent
and/or authorization cannot be revoked by the Consenter alone until the Bank has
received all the repayment and/or compensation for damage under the Debt
Agreement.
The Consenter has fully understood all the statements in this Agreement and
affixes his signature at the date and time aforementioned.
Signed ..................... ........................Consenter
(J.M.T. Duty Free Co., Ltd.) ( )
Signed ..............................Witness
(Montri Sapkerd)
Signed ..............................Witness
(Polkrit Chotipan)
Signed...............................Witness/Consenter's Spouse
( )
