Thai Military Bank, Plc.
3000 Phahon Yothin Road, Lat Yao, Chatuchak, Bangkok Metropolis 10900
Memorandum of Understanding on Pledge of Deposit
Made at Thai Military Bank, Plc.
on July 29, 2002
This Memorandum of Understanding is made between King Power Duty Free
Co., Ltd. with an address at 26th-27th Floor, Siam Tower Building, 989, Rama I
Road, Pathum Wan Sub-district, Pathum Wan District, Bangkok Metropolis,
hereinafter referred to as the `Pledgor,' as one party, and Thai Military Bank,
Plc., hereinafter referred to as the `Pledgee,' as another party. It is mutually
agreed as follows:
1. Pledgor agrees to put in pledge and Pledgee agrees to hold in pledge
4 NCD's of 60,000,000.00 baht (sixty million baht), which have been issued by
Bank, the details of which are as follows:
----- --------------- --------------- ---------- --------------- ---------------
No. NCD No. Date of issue Due date Interest rate Amount in baht
----- --------------- --------------- ---------- --------------- ---------------
1 PYO.C.63/1610 07/17/02 07/17/03 2.50 15,000,000.00
----- --------------- --------------- ---------- --------------- ---------------
2 PYO.C.64/1603 07/17/02 07/17/03 2.50 15,000,000.00
----- --------------- --------------- ---------- --------------- ---------------
3 PYO.C.65/1626 07/17/02 07/17/03 2.50 15,000,000.00
----- --------------- --------------- ---------- --------------- ---------------
4 PYO.C.66/1649 07/17/02 07/17/03 2.50 15,000,000.00
----- --------------- --------------- ---------- --------------- ---------------
5
----- --------------- --------------- ---------- --------------- ---------------
2. The NCD's under Cl. 1 are pledged with the interest accumulated
thereon and other rights of Pledgors existing now and hereafter throughout the
period of deposit or it renewal (if any) to secure any obligations of Pledgor
and/or `Borrower,' to Pledgee existing now or hereafter, and under any
instruments of indebtedness pursuant to Section 748 of Civil & Commercial Code,
which are subject to interest at the rate of 14.25 % per annum.
3. Upon maturity of NCD's under Cl. 1 resulting in the interest and/or
Principal Sum being due and payable before or after maturity of Pledgor's loan
and/or the same is due and payable, Pledgor agrees that:
3.1 Pledgee may as it deems appropriate deduct from the Principal
Sum and/or interest accumulated thereon due to Pledgor any
sums and apply the same to repayment of any sums still owing.
Such deduction may be done with or without any notice.
3.2 Pledgee may also retain the sums due from NCD's pledged as
security for debts and instruments of indebtedness issued in
lieu of NCD's.
4. In the event that Pledgor and/or Borrower default on payment of any
sum or is in breach of any provision hereof, or the loan(s) thereof is/are
mature, Pledgee may forthwith enforce the pledge and apply the deposit to
repayment of any sum still owing.
5. In the event that the Principal Sum and/or interest accumulated
thereon under Cl. 3 and/or the proceeds from enforcement of pledge under Cl. 4
and insufficient to cover the sums still owing, Pledgee may enforce sale of
Pledgor's property to make up the shortfall.
6. On the date of this Memorandum of Understanding, Pledgee endorsed
NCD's under Cl.1 as pledged and handed them to Pledgee.
7. If such pledged NCD's are forfeited or seized by Pledgee with any
taxes of any type on such items due and any expenses in connection therewith
incurred upon Pledgee, such sums shall be paid in full by Pledgor.
8. Pledgor shall pay all the fees, stamp duty and other expenses
arising from and in connection with Pledge, Redemption and Enforcement of
Pledge. Pledgee may, at any time, debit, without any notice or issuance of any
documentation thereof, any sums from accounts of any types now and hereafter
held by Pledgor solely or jointly with other persons, which in any manner are
under the care and/or in trust of Pledgee.
9. Any communications, notices, letters, etc. sent by Pledgee to
Pledgor at the above address or new address of Pledgor by mail, registered or
not, which have been received or rejected by anyone or have been undelivered due
to such address being demolished, changed without notice or unknown, shall be
regarded as duly delivered to Pledgor.
This Memorandum of Understanding is made in duplicate having identical
content. The Parties have thoroughly read and fully understood it. In witness
whereof, the Parties have affixed their signatures hereunto on the date written
above. Each party retains one copy.
-Signed- Pledgor
(Mr. Viratana Suntaranond)
Authorized Director
(Seal of King Power Duty Free Co., Ltd.)
________________________________________ Pledgee
for and on behalf of the Bank
no signature no signature
(Mrs. Suchintana Suphadit) (Miss Jittinat Phatthanakamchon)
Thai Military Bank, Plc.
3000 Phahon Yothin Road, Lat Yao, Chatuchak, Bangkok Metropolis 10900
Record of NCD Pledge
--------------------
Made at Thai Military Bank, Plc.
on July 29, 2002
No. PhorSor.PorSor. 328/2545
To: Managing Director of Thai Military Bank, Plc.
Whereas we, King Power Duty Free Co., Ltd., 26th-27th Floor, Siam
Tower, 989, Rama I Road, Pathum Wan Sub-district, Pathum Wan District, Bangkok
Metropolis, hereinafter referred to as the `Pledgor,' holds 4 NCD's issued by
Thai Military Bank, Plc, the details of which are as follows:
No. PYO.C.63/1610, date of issue: July 17, 2002, date of maturity: July
17, 2003, value: 15,000,000.00 baht (fifteen million baht), interest rate: 2.50
% per annum;
No. PYO.C.64/1603, date of issue: July 17, 2002, date of maturity: July
17, 2003, value: 15,000,000.00 baht (fifteen million baht), interest rate: 2.50
% per annum;
No. PYO.C.65/1626, date of issue: July 17, 2002, date of maturity: July
17, 2003, value: 15,000,000.00 baht (fifteen million baht), interest rate: 2.50
% per annum;
No. PYO.C.66/1649, date of issue: July 17, 2002, date of maturity: July
17, 2003, value: 15,000,000.00 baht (fifteen million baht), interest rate: 2.50
% per annum;
Pledgor agrees to pledge such NCD's with Thai Military Bank, Plc., 3000
Phahon Yothin Road, Lat Yao Sub-district, Chatuchak District, Bangkok Metropolis
10900, hereinafter referred to as the `Pledgee,' under Memorandum of
Understanding on NCD Pledge, the details of which appear in the photocopy
thereof attached hereto.
Pledgor and Pledgee agree to hand this document to Thai Military Bank,
Plc., hereinafter referred to as the `Bank' to have the details of such pledged
NCD's recorded in the Register of Holders of NCD Accounts. Pledgor and Pledgee
shall neither amend nor withdraw this document for any reasons whatsoever.
Pledgor and Pledgee have thoroughly read and fully understood the
content hereof. Seeing that it is in accordance with their wishes, they have
affixed their signatures hereunto in witness whereof.
-Signed- Pledgor
(Mr. Viratana Suntaranond)
Authorized Director
(Seal of King Power Duty Free Co., Ltd.)
Pledgee
________________________________________
for and on behalf of the Bank
no signature no signature
(Mrs. Suchintana Suphadit) (Miss Jittinat Phatthanakamchon)
(Thai Military Bank, Plc. letterhead)
Memorandum of Understanding
Made at Thai Military Bank, Plc.,
3000 Phahon Yothin, Chatuchak,
Bangkok Metropolis
on July 29, 2002
Whereas King Power Duty Free Co., Ltd. (hereinafter referred to as
`Borrower,') and Thai Military Bank, Plc., hereinafter referred to as the
`Bank,' have entered into L/C, T/R Agreement to the value of 200,000,000.00 baht
(two hundred million baht).
We, King Power Duty Free Co., Ltd., owner of the sum of 60,000,000.00
baht (sixty million baht) hereby allow Bank to perform the following acts:
1. to have such some deposited with Bank in NCD Account;
2. to make Pledge Agreement and endorse NCD under Cl. 1 as pledged to
secure all types of loans taken by us and Borrower from Bank;
0.xx withdraw, upon maturity of such NCD, the Principal Sum and
interest accumulated thereon and redeposit the Principal Sum as NCD; to apply
the rate of interest set by Bank and prevailing at the time and deposit the
interest in ______________ Account No _______at ___________ Head
Office/___________ Branch and continue to do so until we and Borrower has paid
Bank in full;
4. to make Pledge Agreement and endorse newly issued NCD's as pledged
to secure such loans taken out by us and Borrower at the time of issuing new
NCD's, and regard that we have put up new NCD's under Cl.3 with Bank as
security, and to continue to do the same until we and Borrower have paid Bank in
full;
5. to treat this Memorandum of Understanding as Power of Attorney
granting Bank the power to perform on our behalf the acts and things under Cl.
1, 2, 3 and 4 and other acts related thereto to attain our objectives hereunder;
to appoint subattorney to perform on our behalf the acts hereunder. We shall not
revoke this Power of Attorney until we and Borrower have paid Bank in full.
We shall ratify and confirm all the acts performed by Bank and its
subattorney by virtue hereof, as if performed by us with all intents and
purposes. We shall not revoke this Memorandum of Understanding until we and
Borrower have paid Bank in full.
In witness whereof, we have affixed our signature in the presence of
the witnesses.
-Signed- NCD Owner/Consenter/Attorney
(Mr. Viratana Suntaranond)
Authorized Director
(Seal of King Power Duty Free Co., Ltd.)
