Ref: CBD 1/0016
April 12, 2000
CREATIVE GEMS & JEWELRY COMPANY LIMITED
126/1 Krungthonburi Rd., Klongsan,
Bangkok 10600
Attention: Miss Jariya Sae-Fa
President
Subject: Credit Facilities
Dear Sirs,
UOB Radanasin Bank Public Company Limited ("the Bank") is pleased to offer you,
the following credit facilities ("the Facilities") subject to the main terms and
conditions stated herein.
1. LINE OF CREDIT Thai Baht 45,000,000/- (Thai Baht Fort Five
Million Only)
1.1. OVERDRAFT ("O/D")
PURPOSE For working capital.
AMOUNT Thai Baht 5,000,000/-
INTEREST Rate At 2% per annum over the Bank's Minimum
Overdraft Rate ("MOR") prevailing from time to
time (currently 8.75% per annum) on a 365-day
year basis with monthly rests.
Other Condition Repayable on demand.
1.2. Letter Credit ("L/C"), and Trust Receipt (T/R")
Purpose For opening irrevocable sight or usance L/C up
to 180 days covering your imports to Thailand
Amount Thai Baht 10,000,000/-
Commission and Interest
Rate
a) L/C 0.25% flat per 3 months
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b) T/R At 2% per annum over the Bank's Minimum
Lending Rate ("MLR") prevailing from time to time
(currently 8.5% per annum). Interest shall be
calculated on a 365-day year basis and on the
actual number of days elapsed and shall be
payable on the maturity of each T/R.
Engagement Fee 2.5% per annum, payable in advance for usance
L/C.
Tenor Not exceeding 180 days.
Repayment Repayable on the maturity of each T/R.
Other Conditions You are required to enter into a forward
exchange contract immediately on the day of
L/C issuance.
1.3. Packing Credit ("P/C") and Export Bills Negotiated ("EBN")
Purpose For pre- Anderson post-export financing.
Amount Thai Baht 20,000,000/-
Interest Rate
a) P/C At 2% per annum over the Bank's MLR prevailing
from time to time. Interest shall be
calculated on a 365-day year basis and on the
actual number of days elapsed and shall be
payable on the maturity of each P/C.
b) EBN (Usance L/C) At 2% per annum over the Bank's
MLR prevailing from time to time. Interest shall
be calculated on a 365-day year basis and on the
actual number of days elapsed and shall be
discounted up-front.
Tenor Not exceeding 180 days.
Repayment Repayable on the maturity of each P/C.
Other Conditions a) P/C against L/C, not to exceed 80% of L/C
amount.
b) P/C against purchase order/sales contract is
subject to the Bank's approval and not to
exceed 70% of purchase order/invoice amount.
You are required to furnish the original L/C
to the Bank within 3 months after date of
financing failing which P/C will have to be
repaid.
1.4. Export Bills Discounted ("EBD")
Purpose For post-exporting financing
Amount Thai Baht 10,000,000/-
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Interest Rate At 2% per annum over the Bank's MLR
prevailing from time to time. Interest shall be
calculated on a 365-day year basis and on the
actual number of days elapsed and shall be
discounted up-front.
Tenor Not exceeding 180 days.
OTHER CONDITIONS Drawees must be acceptable to the Bank.
2. COLLATERAL
The Facilities and all moneys owing by you from time to time shall be secured
by:
i.) Registered mortgage over land title deed no.77527 with total land
area of 3-2-31.8 Rais owned by Erchart Development Co., Ltd., at
Bang-Pai, Pasri-Charoen, Bangkok. The mortgage value shall be B45m.
ii.) Joint & Several Personal Guarantee for Thai Baht 45,000,000/- from
Miss Jariya Sae-Fa and Mr. Kiattichai Tantikitmanee.
iii.) Corporate Guarantee for Thai Baht 45,000,000/- from Erchart
Development Co., Ltd.
3. IMPLEMENTATION
The Facilities ca be utilized only on completion of legal documentation and
fulfillment of such conditions precedent as the Bank may require. The Bank
has the right to implement a part of the Facilities and/or change the terms
of its use from time to time.
4. PERIODIC REVIEW
Notwithstanding the above terms and conditions, you would appreciate that
the availability of the Facilities are subject to the Bank's periodic
review and that any subsequent change in the Facilities shall be at the
Bank's sole discretion.
5. COSTS AND EXPENSES
All costs and expenses, legal or otherwise, connected with the provision
protection and realization of securities, and the processing implementation
and recovery of moneys owing under the Facilities shall be payable by you
on demand, on a full indemnity basis, together with interest from the date
the costs and expenses are incurred to the date of full payment at such
rate as the Bank may prescribe.
6. FINANCIAL STATEMENTS AND INFORMATION
You shall supply to the Bank on request all statements, information,
materials and explanation relating to your business and financial position
including, where appropriate, Annual Audited Financial Statements and
Directors'/Auditors' Reports which shall be provided not later than 6
months after the close of each financial year.
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7. REORGANIZATION/CHANGES IN MEMORANDUM & ARTICLES OF ASSOCIATION
You shall not, without the Bank's prior written consent (which will not
be unreasonably withheld), undertake or permit any reorganization,
amalgamation, reconstruction, take-over, substantial change of
shareholders or any other schemes of compromise or arrangement affecting
your present constitution or amend or alter any of the provisions in
your Memorandum & Articles of Association relating to your borrowing
powers and principal business activities.
8. ACCEPTANCE
If the above is acceptable to you, kindly confirm by signing and returning
the duplicate of this letter to the Bank, together with your Board of
Directors' Resolution of Acceptance. Unless extended by the Bank, this
offer will be treated as lapsed and cancelled after 14 days from the date
hereof.
We are pleased to be of service to you and look forward to a long and
mutually beneficial relationship with you.
For UOB Radanasin Bank Public Company Limited
/s/ Amporn Suchiani /s/ Steven Ngeo
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Mr. Amporn Suchinai Mr. Steven Ngeo
Corporate Banking Department 1 Head, Commercial Banking
Division
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We accept all the above terms and conditions and confirm that the directors who
have signed herein are duly authorized in accordance with the latest status and
all other documents submitted to the Bank
Signed on the 12th day of April, 2000.
/s/ Authorized Signatory
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For and on behalf of
Creative Gems & Jewelry Company Limited
(AUTHORIZED DIRECTORS)
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