EXHIBIT 10.39
(TRANSLATION)
OVERDRAFT AGREEMENT
Date 18th September 1996
THIS OVERDRAFT AGREEMENT is made at the office of Bangkok Metropolitan Bank
Public Company Limited, Suan Mali Main Office by J.M.T. Duty Free Co., Ltd.,
having its office located at Xx. 000/00-00 Xxxx, Xxxxxxxxx Xxxx, Xxxxxxx
Sub-District, Pathumwan District, Bangkok Metropolis and having a current
account No. 001-1-27-24-7 maintained with Bangkok Metropolitan Bank Public
Company Limited, Suan Mali Main Office, hereinafter referred to as the
"Overdrawer". We, the Overdrawer, hereby execute this Agreement with Bangkok
Metropolitan Bank Public Company Limited, hereinafter referred to as the "Bank",
to evidence the following:
Clause 1) The Overdrawer has requested, as per the Application for
Overdraft Facility dated September 18 1996, for an overdraft facility to be
drawn from the above-mentioned current account, and the Bank hereby agrees to
extend the overdraft facility to the Overdrawer in an amount not exceeding Babt
20,000,000. (Twenty million Baht) under whick the indebtedness incurred thereby
shall be payable to the Bank by September 18, 1997. The amount overdrawn shall
be as evidenced in the Overdrawer's current account maintained with the Bank.
Clause 2) The Overdrawer agrees to accept this Agreement as a ratification
and consents that this Agreement shall be extended to cover any amounts
overdrawn by the Overdrawer from the above-mentioned current account prior to
the Application date and/or the date hereof' and shall be inclusive of the
amounts to be overdrawn after the date hereof. The Overdrawer's withdrawal slips
either in the forms of cheque or other types of documents which can be taken or
assumed as an evidence of indebtedness and against which the Bank has made the
payment for, to the order of or in line with the agreements made with the
Overdrawer, shall be deemed part hereof. The amount withdrawn by the Overdrawer
from the Bank or paid by the Bank on the order made under such withdrawal slip
shall be deemed as the indebtedness payable under this Agreement. In case the
total amount overdrawn exceeds the limit set forth in this Agreement, then the
balance shown in the current account shall be treated as evidence of
indebtedness as provided for the Civil and Commercial Code concerningthe same.
Clause 3) The Overdrawer consents to pay interest to the Bank on the amount
overdrawn, within the limit stipulated under this Agreement, at the rate of 15.5
per cent per annum' but should the balance shown in the current account exceeds
the limit of the overdraft facility requested for by the Overdrawer, the
Overdrawer agrees to consent the Bank to charge interest, on the exceeded
amount, at the rate of 19 per cent per annum, all are in accordance with the
Notification of the Bank of Thailand which authorizes a commercial bank to
charge interest at the rates to be announced by it. The Ove'rdrawer agrees that
if the Bank will later increase or decrease its interest rate's, the Overdrawer
shall accept the new interest rates as adjusted by the Bank. The interest shall
be paid monthly on the 1st day of every month. Should any due date falls on a
holiday of the Bank, the interest shall then be paid on the following business
day.
Clause 4) Other than those stipulated in this Agreement, the Overdrawer
agrees that the overdraft to be made hereunder shall also be in accordance with
the custom adopted by the banks either in the calculation, collection or payment
of interest. The Overdrawer is obligated to deposit the interest into the
current account within the period required therefor as stipulated in Clause 3
hereof. Should the Overdrawer fail to do so, the Overdrawer consents for the
Bank to deduct any amount from the Overdrawer's current account, if the balance
therein is sufficient, as payment of the interest, but if the balance therein is
insufficient, the Overdrawer agrees to consent the Bank to, without having to
first notice for the payment thereof, debit the Overdrawer's current account to
account the amount of interest payable. As soon as the Overdrawer fails to make
payment of interest at any intervals, the Overdrawer consents for the Bank to
combine the amount of overdue interest with the amounts overdrawn. and the
amount of the overdue interest combined shall be deemed as an amount overdrawn
in which the Overdrawer shall have to pay interest thereon. at any rate, at the
same payment interval therefor as hereinabove stipulated.
Clause 5) The time fixed for repayment of the overdraft, as stipulated in
Clause I hereinabove, shall not preJudice the right of the Bank to demand the
Overdrawer to pay all or part of the indebtedness to the Bank prior to such
time. In exercising the right to demand the Overdrawer to make the early
repayment of the overdraft, the Bank is not required to give any reason
therefor, and the Overdrawer shall thereby immediately make the payment thereof.
Clause 6) Should the Overdrawer be in breach of all or any part of this
Agreement, the Overdra\ver consents to be liable for payment in full of all
damages incurred including expenses for the serv'ice of notice of demand, legal
proceedings and the enforcement of judgement.
Clause 7) As security under this Agreement, the Overdrawer has arranged for
Mr. Xxxxxx Xxxxxxxxxxxx and Mr. Viratana Suntaranond to execute the letters of
guarantee dated to the Bank and/or mortgage/pledge owned by the Overdrawer or
the guarantor, to secure the indebtedness of the Overdrawer under this Agreement
and to continue to do so up to and until the Overdrawer has entirely paid the
indebtedness owed by it under this Agreement.
Clause 8) In case of mortgage of structure, the Overdrawer shall, on a
yearly basis and throughout the mortgage period, maintain an insurance against
fire of such mortgaged structure with such insurance company and in such
insurable amount as the bank will designate. The insurance premium, in each and
every year, shall be borne by the Overdrawer, and the Overdrawer consents for
the Bank, on behalf of the Overdrawer, td effect the insurance and pay the
insurance premium provided the Overdrawer shall make available to the Bank the
insurance premium payable in each year as notified by the Bank. Should the
Overdrawer fails to make available the insurance premium to the Bank, the
Overdrawer consents for the Bank to deduct the same amount from the Overdrawer's
current account, and should the balance in the said account is insufficient
therefor, the Overdrawer, upon notice by the Bank consents for the Bank to
combine the amount of insurance premium with the amounts overdrawn inGIuding to
charge interest thereon at the rate stipulated in Clause 3.
The Overdrawer has thoroughly read and understood the content hereof found
it to be in accordance with the intended purpose and thus set their hands in
presence of witnesses.
(Signed) (signature) Overdrawer
-------------------------
(J.M.T.Duty Free Co., Ltd.)
(Signed) (signature) Witness
-------------------------
(Miss Rungtip Vonkamjudpai)
(Signed) (Signature) Witness
--------------------------
(Mr. Saichon Cherklin)
