EXHIBIT 10.23
(TRANSLATION)
OVERDRAFT AGREEMENT
Date 3l March 1993
THIS OVERDRAFT AGRFEMENT is made at the office of Bangkok
Metropolitan Bank Public Company limited, Suan Mali Main Office by J. M.T. Group
Co, Ltd., of years, Nationality , Race , having its office located at Xx. 000/00
Xxx Xxxxxxx Xxxx, Xxxxxx Xxxx Pinklao Road, Bangyeekhan Sub-District, Bangkok
Noi District, Bangkok Metropolis and having a current account No. 24734-2
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 March 31, 1993, 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 Baht
2,500,000. (Two million and five hundred thousand Baht) under which the
indebtedness incurred thereby shall be payable to the Bank by March 31, 1994.
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 The amount withdrawn by the
C)verdrawer 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
concerning the 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 13.5 per cent per annum, but should the balance shown in the current account
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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, a!l 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 Overdrawer agrees that
if the Bank will later increase or decrease its interest rates, the Overdrawer
shall accept the new interest rates as adjusted by the Bank. The interest shall
be paid monthly on the ls' 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 1 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 Overdrawer consents to be liable for payment in furl' of all
damages incurred including expenses for the service of notice of demand, legal
proceedings and the enforcement of judgement.
Clause 7) As security under this Agreement, the Overdrawer has
arranged for Mr Viratana Suntaranond and Mr. Xxxxxx Xxxxxxxxxxxx to execute the
letters of guarantee dated March 31, 1993 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.
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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 on 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, to 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 including to
charge interest thereon at the rate stioulated 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.
(seal)
(Signed) (Signature Overdrawer
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(X.X.X.Xxxxx Co., Ltd.)
(Signed) (Signature Overdrawer
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(Signed) (Signature Overdrawer
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