SIAM CITY BANK PUBLIC COMPANY LIMITED
Pledge Agreement of Financial Instrument
Made at Head Office
18 October 2001
We, King Power Duty Free Co., Ltd., Thai nationality, with offices at 26th &
27th Floors, Siam Tower, 989, Rama I Road, Pathum Wan Sub-district, Pathum Wan
District, Bangkok Metropolis, hereinafter called the "Pledgor," have made this
Pledge Agreement of the Financial Instrument issued to the person by name and
given it to Siam City Bank Public Company Limited, hereinafter called the "Bank"
to indicate that the Pledgor has pledged and the Bank has accepted the pledge
Passbook of Fixed Deposit Account No. 001-3-09768-5
Amount Baht 69,112,526.14
totaling Baht 69,112,526.14 (Sixty-Nine Million One Hundred Twelve Thousand Five
Hundred Twenty-Six Baht and Fourteen Satang) which is a "financial instrument
issued to the person by name" whereby the Bank is the debtor of the said
financial instrument, hereinafter called the "Pledged Property" as follows :
1. The Pledgor has pledged the Pledged Property to the Bank as collateral
for the overdraft, loan, debts related to letter of credit, trust
receipt, issuance of all types of letter of guarantee, sale of
discounted promissory note, aval, guarantee of promissory or other
debts related to the promissory note, debts related to guarantee or any
other debt the Pledgor and/or -, hereinafter called "the above
mentioned debtor," owed to the Pledgee at the time of entering into
this agreement or the future debt for an amount of Baht 69,047,500.00
(Sixty-Nine Million Forty-Seven Thousand Five Hundred Baht) and all
accessories thereof according to Section 748 of the Civil and
Commercial Code. The Pledgor agrees to pay the maximum interest rate as
announced by Siam City Bank Public Company Limited, which at present is
14.00% p.a.
2. The Pledgor confirms and promises that the Pledgor owns/has the right
on the Pledged Property legally and it is free of proprietary interest
or preferential right or right or encumbrance at the time of entering
into this agreement.
3. On the signing date of this agreement, the Pledgor has endorsed the
pledge on the Pledged Property and handed it over to the Bank for
retention.
4. The Pledgor agrees to not exercise the right to withdraw the money from
the Pledged Property, except for performance of obligations to the Bank
only.
5. In case the right on the Pledged Property becomes due prior to the due
date of performance of obligations, the Pledgor consents to extend
validity of the deposit further, which shall be deemed the pledge under
this agreement continuously.
6. Should any problem has arisen regarding ownership/right of the Pledgor
in the Pledged Property and/or the said debtor is in default of
performance of obligations or the Pledgor is in breach of any clause of
this agreement, the Bank is entitled to immediately call for
performance of obligations and enforce the pledge.
7. Due to the fact that the Bank is the debtor of the Pledged Property and
also the Pledgee, therefore the Bank and the Pledgor agree that this
agreement shall serve as a notice of the pledge to the debtor of the
financial instrument as stipulated in Section 752 of the Civil and
Commercial Code as well.
The Pledgor, having understood the contents of this agreement entirely,
hereunder signs his name and affix seal, if any, in the presence of witnesses.
(Company Seal Affixed) - signed - Pledgor
(King Power Duty Free Co., Ltd.)
- signed - Witness
(Mr. Nophadon Seehapanya)
- signed - Witness
(Miss Nanthiphon Phathanaphongsathit)
SIAM CITY BANK PUBLIC COMPANY LIMITED
Letter of Consent for Bank Deposits Deduction
Made at Head Office
18 October 2001
We, King Power Duty Free Co., Ltd., Thai nationality, with offices at 26th &
27th Floors, Siam Tower, 989, Rama I Road, Pathum Wan Sub-district, Pathum Wan
District, Bangkok Metropolis, hereinafter called the "Consent Giver," the owner
of
Passbook of Fixed Deposit Account No. 001-3-09768-5
Amount (Sixty-Nine Million One Hundred Twelve Thousand Five Hundred
Twenty-Six Baht and Fourteen Satang) Baht 69,112,526.14
totaling Baht 69,112,526.14 (Sixty-Nine Million One Hundred Twelve Thousand Five
Hundred Twenty-Six Baht and Fourteen Satang), hereinafter called the "Deposits,"
made this letter of consent to Siam City Bank Public Company Limited,
hereinafter called the "Bank," as follows :
1. The Consent Giver consents the Bank to bring any or all types of debt
that the Consent Giver and/or - , hereinafter called "the above
mentioned debtor," owe to the Bank at present and/or in the future,
including interests, stamp duties, fees, expenses, damages or indemnity
and other charges, whether it is due for payment or not, to deduct
payment therefor from the deposits and/or debited into the above stated
bank account, either in whole or in part, at any time whereby
disregarding whether it is due date for payment or not, without having
to notify the Consent Giver, and the Consent Giver agrees to not object
or dispute or enter an action claiming refund or cite the right of
claim to the Bank.
If deduction for payment or debit into the said bank account appears to
be insufficient amount to perform the obligations, the Consent Giver
agrees to pay the difference thereof to the bank accordingly.
2. In case the above bank account becomes due while the obligations under
Clause 1 have not been performed, the Consent Giver consents the bank
to extend the validity of deposits continuously with no condition
whatsoever, and the Consent Giver agrees that the extended deposits
shall be binding. Thereby, the Bank is entitled to make deduction or
debit payment of the debt under Clause 1 in all respects, though the
Consent Giver may not indicate the consent or endorse the new financial
instrument.
3. Giving of the rights under this Letter of Consent shall also bind the
subrogee of the Consent Giver until performance of obligations has been
made accordingly.
The Consent Giver, having understood the contents of this Letter of Consent
entirely, hereunder sign his name (and affix seal, if any) in the presence of
witnesses.
- signed - Consent Giver (Company Seal Affixed)
(King Power Duty Free Co., Ltd.)
- signed - Witness - signed - Witness
(Mr. Nophadon Seehapanya) (Miss Nanthiphon Phathanaphongsathit)
