UOB RADANASIN BANK
Overdraft Agreement
Made at UOB Radanasin Bank
Public Company Limited
20 June 2000
We, King Power Duty Free Co., Ltd., Thai nationality, with offices at 26th-27th
Floor, Siam Tower, 989, Rama I Road, Pathum Wan Sub-district, Pathum Wan
District, Bangkok Metropolis, hereinafter called the "Borrower" hereby make this
agreement to UOB Radanasin Bank Public Company Limited as evidence that :
-Signed- (Seal of King Power Duty Free Co., Ltd.)
1. The borrower requests for an overdraft from the lender for a sum not
exceeding Baht 20,000,000.00 (Twenty Million Baht Only), whereby it was
agreed that the borrower may withdraw overdraft from the lender according
to the amount and at the time the borrower requires and as the lender may
approve as the lender deems appropriate in accordance with the method and
general practice of overdraft of the commercial banks. All withdrawal
documents of the borrower, be it by cheque or any form of document
serving as the evidence of withdrawal of overdraft shall be deemed part
of this agreement, and the funds the borrower shall withdraw from the
lender according to such withdrawal documents shall be deemed the
overdraft under this agreement. If the borrower has an overdraft payable
to the lender prior to this agreement, the borrower consents that such
overdraft shall be the overdraft under this agreement in the whole
amount.
2. The borrower agrees to pay interest for the total overdraft as appear in
the current deposit account at the maximum interest rate for the general
customers announced by the lender under the Notification of the Bank of
Thailand on Procedure for Commercial Banks Regarding Interest and
Discount, which at the time of entering into this agreement was fixed at
12.25% p.a., and is subject to change as announced by the lender from
time to time, hereinafter called the "maximum interest rate." However, if
it appears that the borrower has withdrawn overdraft exceeding the amount
agreed under this agreement, the borrower consents the lender to charge
interest for the debt exceeding the amount agreed under this agreement at
the maximum interest rate of the overdraft exceeding the amount or
withdrawal of temporary overdraft that the lender announced under the
Notification of the Bank of Thailand on Procedure for Commercial Banks
Regarding Interest and Discount, which at the time of entering into this
agreement was fixed at 18.00% p.a. and is subject to change as announced
by the lender from time to time. If the borrower is in default of the
conditions set forth in the application form for opening a current
deposit account and/or this agreement, the borrower consents to pay
interest at the maximum interest rate for the default customers that the
lender announced under the Notification of the Bank of Thailand on
Procedure for Commercial Banks Regarding Interest and Discount, which at
the time of entering into this agreement was fixed at 18.00% p.a. and is
subject to change as announced by the lender from time to time,
hereinafter called the "maximum default interest rate" instead of the
said maximum interest rate. The interest rate shall be charged on daily
basis, and payment of interest shall be made on monthly basis, by the end
of every month, or the date the lender shall announce the change thereof,
during the office hours, at the offices of the lender. If the due date of
interest payment falls on a holiday, it shall be postponed to the
following working day.
3. Withdrawal of overdraft under this agreement shall be according to the
practice of the commercial banks. Therefore, if the borrower fails to pay
interest at the rate and on the due date prescribe in Clause 2, the
borrower consents the lender to add the unpaid interest to the principal
on monthly basis, and the said interest added to the principal shall
become the principal to which the borrower must pay interest at the rate
and on the due date prescribed in Clause 2.
4. The borrower shall repay the debt under this agreement continuously which
shall be repaid in full by ............................, but without
prejudice to the right of the lender to demand the borrower to perform
the obligations, either in whole or in part, at any time the lender deems
appropriate and without having to give an explanation. The borrower
agrees that upon such demand for performance of obligations, the borrower
shall comply without reservation.
It is understood mutually that the due date for performance of
obligations in the previous paragraph (if any) shall not cause the term
for this Overdraft Agreement to expire.
5. Upon due date of the overdraft under Clause 4, whether the borrower has
repaid the whole amount of overdraft to the lender or not, if the
borrower continues to deposit money into the current deposit account or
order payment from the said account and the lender consents the borrower
to withdraw the overdraft, the borrower consents that it shall be deemed
that the borrower agrees to renew the overdraft agreement for the next 12
months, without the borrower having to notify the lender in writing
again, and it shall be deemed that this Overdraft Agreement shall be
valid continuously.
The borrower also agrees that upon due date of the overdraft which has
been extended in whichever occasion, it shall be deemed that the borrower
agrees to renew the overdraft agreement for the next 12 months, under the
same terms and conditions of this agreement.
In any case whatever, the above shall not prejudice the right of the
lender to proceed according to Clause 4 and Clause 8 of this agreement,
and the lender is entitled to reduce the overdraft amount as the lender
deems appropriate, thereby the borrower shall not dispute or object, and
the lender"s action shall not be deemed detrimental to the borrower.
6. On every occasion that the lender has forwarded a document notifying the
total overdraft in the said current deposit account, the borrower
acknowledges that the borrower shall forward a letter confirming or
objecting thereto, as the case may be. If the borrower does not notify
the lender within seven days from the date of receipt thereof, it shall
be deemed that the total overdraft notified by the lender is correct.
7. Under any of the following cases, it shall be deemed that the borrower is
in default of agreement :
7.1 the borrower fails to pay the fee, expenses and damages as well as
other money the borrower has to pay the lender under this
agreement, either in whole or in part;
7.2 the borrower files for business reorganization, or are subject to
bankruptcy litigation or insolvent, receivership, attachment or
seizure of property, or prohibited to dispose of or transfer the
property according to an order of the court or administrative
officer, or commit any act which may be grounds for bankruptcy
litigation, or file a bankruptcy petition, or compromise of debts;
7.3 the borrower is subject to litigation, or there is reasonable
grounds causing the lender to see that it may be detrimental to
the operation or financial standing of the borrower, or may impact
the borrower"s ability to perform the obligations and/or comply
with the terms and conditions of this agreement;
7.4 the borrower fails to comply with or are in breach of any
agreement, condition, covenant or condition stipulated in the
application form for opening a current deposit account and/or this
agreement or other documents under or related this agreement;
7.5 it appears that the evidence, letter, guarantee, confirmation or
document the borrower has submitted to the lender is false or fake
or invalid according to law, either in whole or in part;
7.6 when other obligation of the borrower, besides the one indicated
in this agreement, becomes due or is subject to payment prior to
the due date or the creditor of the borrower is entitled to call
the borrower to perform the obligation prior to the due date;
7.7 upon closure of business that the borrower operates at the time of
entering into this agreement, or the borrower operates a business
different from the current business; or
7.8 the security that the borrower has submitted to the lender and/or
the reliability has decreased due to whatever reasons, and the
lender has notified the borrower to submit additional collateral,
after such addition it must be not less than the original
collateral, with which the borrower fails to comply or is unable
to comply.
8. In case the borrower is in default of the agreement in Clause 7, the
borrower consents the lender to deem that it is default of the whole
amount of debt and that the borrower is no longer eligible to make use of
the overdraft under this agreement, and that all debts under this
agreement shall become due immediately, without having to give an advance
notice or make collection, and the borrower consents the lender to charge
interest at the maximum default interest rate of the total debt appears
in the current deposit account, and if the lender calls for performance
of obligation, the borrower consents to comply immediately, and the
borrower consents to compensate for all damages that may occurred to the
lender due to the default of agreement of the borrower, including the
expenses on warning, claim, collection, litigation and enforcement of
performance of obligation in full and in all respects.
9. The borrower consents that it is the lender"s discretion to deduct money
from all deposit accounts the borrower has with the lender, including the
money the lender are the owner or creditor of the lender for repayment of
the principal and payment of interest, including stamp duties, fees,
taxes & duties, insurance premiums, relevant expenses, including the
advance payment the lender has made on behalf of the borrower for
surveying the collateral, granting power of attorney, insurance, renewal
of insurance, preparation, making and proceedings under this agreement or
other juristic documents related to this agreement, including all damages
which may occur due to such proceedings under this agreement, the damages
which may occur to the lender due to the default of the borrower,
including the expenses on warning, claim, collection, litigation,
attorney"s fees, court fees, as well as enforcement of the case,
enforcement of performance of obligation, and enforcement collateral or
other property to the lender immediately, without having to notify the
borrower.
In case there is no fund in the said account and/or the money that the
borrower being the owner or the creditor of the lender to be deducted, or
there is some fund but insufficient for performance of obligation, the
borrower consents the lender to exercise discretion to debit the
expenses, advance payment, damages as well as any amount in the previous
in whole, or the amount after deduction thereof, into the current deposit
account of the borrower with the lender at present and/or in the future,
in order for the borrower to remain in debt of overdraft to the lender
onwards, and the borrower consents to pay accumulated interest for the
overdraft to the lender at the rate under Clause 2 according to the
general practice of calculation of interest in current deposit account of
commercial banks, from the date of incurring the overdraft.
10. All correspondence, collection letter, notice or other documents to be
forwarded to the borrower, by registered or regular mail, or by
messenger, if having been forwarded to the above address herein, it shall
be deemed as having been legitimately forwarded to the borrower, without
regard to whether there is a recipient or not, and though it could not be
forwarded due to the fact that such address has been changed or
demolished and the borrower has failed to notify such change or
demolition in writing to the lender, or due to the fact that such address
could not be found, it shall be deemed that the borrower has acknowledged
the same accordingly.
11. In case this agreement has mortgage of property as collateral, if the
lender enforces the mortgaged property for auction, but the net proceeds
appear to be insufficient for performance of obligation, or in case the
lender has taken foreclosure of the mortgaged property and the value
thereof appears to be lower than the debt for whichever amount, the
borrower consents to make payment therefor to the lender from other
property accordingly.
12. The borrower consents the lender to transfer the rights, duties and
interests, including the collateral under this agreement, either in whole
or in part, to a third party, merely by notifying the borrower in
writing.
The borrower, having read and understood the contents of this agreement and
found it to be in accordance with his intention, hereunder sign their names and
affix seal (if any) on the date indicated above.
- signed - Borrower
(Seal of King Power Duty Free Co., Ltd.) (Mr. Viratana Suntaranond)
- signed - Witness
(Miss Sutthida Sutthiprasoet)
- signed - Witness
(Bunsit Chawiwongwiwat)
