EXHIBIT 10. 24
(Translation)
Registration No. BorMorJor. 202
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Bangkok Metropolitan Bank Public Company Limited
AGREEMENT FOR LOAN
Executed at Bangkok Metropolitan
Public Company Limited.
Dated 29 April, 1996.
We, X.X.X.Xxxxx Co., Ltd., represented by Mr. Viratana Suntaranond
director entrusted to act for the Company, located at Xx. 000/00 Xxxxxxx Xxxxxx
Xxxx, Xxxxxx Xxxxxxxxxxx Road, Bangyikhan Sub-district, Bangkok Noi District,
Bangkok Metropolis, hereinafter called "Borrower" of the one part and Bangkok
Metropolitan Bank Public Company Limited hereinafter called "Lender" of the
other part. Both Parties hereby agree as follows:
Clause 1. Lender agrees to offer loan and Borrower agrees to take a
loan of 100,000,000.00 Baht (One Hundred Million Babt Only) for use as capital
for selling souvenirs at the Airport, and Borrower shall receive the loan
completely within I month from date of execution of this Agreement.
Clause 2. In taking the loan, the Borrower agrees to issue Promissory
Notes of its own in amounts matching the amount of money sought each time, for
evidence of receipt of money, the Borrower may take loan once or several times,
whose total does not exceed the amount as prescribed in Clause 1. of this
Agreement.
In issuing Promissory Notes, the Borrower shall issue each Promissory
Notes with validity period not exceeding 90 days, and it shall not exceed the
period stated in Clause 1. Of this Agree~nent and Borrower shall issue each
Promissory Note by not exceeding August 29, 1997 and Borrower pledges to pay
back the principal to Lender immediately upon each Promissory Note matures, over
and above paying interest.
Clause 3. The Lender shall make decision absolutely at any draw down
made whether loan would be granted or not and Borrower is not entitled to seek
compensation for damage from Lender.
Clause 4. When seeking a loan under Clause 1 of this Agreement, the
Borrower hereby request Lender to deposit the amount drawn into the Current
Account of Borrower No. 001-1- 24734-2 opened at Suan Mali Main Office of the
Lender.
Clause 5. Borrower agrees to pay back loan as per Clause I completely
to Lender within a period of not more than 16 months, from date of execution of
this Agreement aud repayment of principal shaft be made in monthly instalments
of 10,000,000.00.-Baht (Ten Million Baht Only) commencing November 1996,
continuously until the debt is settled over 10 payments.
Clause 6. Borrower agrees to pay interest on amounts of loan received
from Lender under Clause 2 of this Agreement at Minimum Loan Rate or MLR fixed
by Lender and charged to its firstclass customers. At the time of execution of
this Agreement, the rate is 14.5 percent a year plus 1.5 from date of receipt of
loan until dates of repayment completely. The Borrower is committed to pay
interest to Lender at 16 percent a year, and Borrower shall pay interest to
Lender on monthly basis within the last working day of a month, commencing from
the month in which this Agreement is executed. The Lender agrees and well
understood that in case Lender increases or decreases interest rate, the
Borrower shall accept such adjustment of interest rate and pay accordingly, as
fixed by Lender every time and the Lender need not serve notice to the Borrower.
Clause 7. In event Borrower failed to pay interest in excess of I year,
with Lender having made demand or not Borrower shall permit Lender to compound
the interest to the principal and charge interest on the amount (???)derived
with the period for payment of interest being the same as the one specified in
Clause 6.
Clause 8. Borrower agrees to pay Front End Fee at 0.5% of
100,000,000.00.BaLt (One Hundred Million Baht Only) amounting to
500,000.00.-Baht (Five Hundred Thousand Baht Only) and shall pay the entire
amount to the Lender on the date of execution of this Agreement.
Clause 9. To guarantee performances under this Agreement, the Borrower
agrees to place Mr. Xxxxxx Xxxxxxxxxxxx and Mr. Viratana Suntaranond and Top
(China) Group Co.,Ltd. as Guarantors of the debt completely under this Agreement
and Lessee agrees to pledge 1,000,000 (One Million) shares of J.M.T. Duty Free
Co.,Ltd., with par value of 100.00.-Baht (One Hundred Baht Only) amounting to
100,000,000.00.-Baht (O~e Hundred Million Baht Only) and the Borrower shall
complete the process within the date of execution of this Agreement.
Clause 10. The Asset pledged by Borrower as collateral against debt is
free from incumbrance, by law, with any other person. Therefore, if the Asset is
found later to be eucumbered in any way, or in case Borrower failed to place the
Asset as collateral against the loan, the Borrower shall get other collateral
that is the same as or better for placement with the Lender, or Borrower shall
reduce indebtedness to be equal to or less than the value of Asset mortgaged by
Borrower as collateral against debt taking into account the value thereof as
affected by such encumbrance. Nevertheless, the Lender retains its right to
repeal the provisions ofthis Agreement and to make demand on Borrower to settle
debt completely, immediately, in case of finding the value of the collateral
placed by Borrower to be declined or not sufficient to cover the draft, the
Lender is entitled to ask Borrower to provide collateral additioually. In this
case, Borrower shall comply within 7 days from date of receipt of a notice from
the Lender in writing.
Clause 11. Regardless of circumstances, Lender is entitled to stop
payment of loan to Borrower at any time and could make demand on Borrower to
settle the debt immediately, in case of finding the Borrower's financial status
being weak or in case of violation of this Agreement or there being ground to be
convinced that the Borrower has debts payable to several other creditors,
including any other incident that would make Borrower unable to settle debt
completely or partially.
Clause 12. In event the Borrower failed to pay back the principal or
defaulted any provision of this Agreement, the Borrower accept that the Borrower
shall be deemed to be in default of the payments of interest and principal
completely and the entire amount of debt shall be regarded as due for settlement
immediately, without notice and permit Lender to force the Borrower to settle
the debt completely, immediately. The Borrower shall permit Lender to charge
interest at the highest rate until the Borrower settled debt co~le~xxx. (Highest
rate of interest chargeable by Lender in case of failure by Borrower at time of
execution of this Agreement is 19 percent a year).
Clause 13. Although non-payment of loan drawn or the demand on Borrower
to settle debt completely, immediately, as stated herein, would damage the
Borrower, it is not entitled to seek compensation for damage from the Lender.
Clause 14. In case Borrower failed to honor the schedule for debt
settlement under this Agreement, expenses arising out of monitoring for debt
settlement including cost of commouication, legal fees, court's fees and other
fees related to enforcement incurred by Lender shall be reimbursed by the
Borrower completely.
Clause 15. Regarding monitoring and contacting the Borrower under this
Agreement, in case the Lender directed correspondence to Borrower at the address
stated herein, it shall be regarded as duly delivered. In case Borrower changed
its address, a written notice shall be served on Lender immediately.
This Agreement is executed in duplicate and both Parties having perused
and understood the provisions, signed their names in the presence of Witnesses.
(Company's Sealed)
J.M.T. Group Co.,Ltd.
Signed (Signature) Borrower
( Mr. Viratana Suntaranond )
Bangkok Metropolitan Bank Public Company Limited
(Sealed)
Signed (Signature) Lender
(Xx. Xxxxxxxx Vorasittha) (Mr. Arun Liengpanich)
Signed (Signature) Witness
(Miss Rungthip Wongkamjadpai)
Signed (Signature) Witness
(Mr. Saichon Cheyklin)
Drafter: Signature
Proofreader: Signature
