THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
Loan Agreement
This agreement is made at the Siam Commercial Bank Public Company Limited on
as evidence that :
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We, King Power Duty Fee Co., Ltd., Thai nationality, with offices at 26th & 27th
Floors, Siam Tower Building, No. 989, Rama I Road, Pathum Wan Sub-district,
Pathum Wan District, Bangkok Metropolis, hereinafter called the "Borrower," have
made this agreement with the Siam Commercial Bank Public Company Limited,
hereinafter called the "Lender" as follows :
1. Whereas the Borrower has obtained a loan from the Lender for Baht
50,000,000.00 (Fifty Million Baht), and whenever having received any
loan amount from the Lender, the Borrower shall issue a receipt of such
amount to the Lender, which shall be deemed part of this agreement.
2. The Borrower agrees to pay interest for the loan under Clause 1 at the
maximum interest rate charged to the general customers as announced by
the Lender under the Bank of Thailand's Notification, Re : Procedure
for Commercial Banks Regarding Interest and Discount, hereinafter
called the "maximum interest rate," except in the case where the
Borrower is in breach of any condition, then the Borrower consents to
pay interest at the maximum default interest rate that the Lender has
announced under the said Notification of the Bank of Thailand,
hereinafter called the "maximum default interest rate." At the time of
entering into this agreement, the maximum interest rate is 11.50% p.a.
and the maximum default interest rate 15.00% p.a. The said interest
rates are subject to change as to be announced by the Lender from time
to time. The Borrower agrees to pay interest at the maximum interest
rate on monthly basis, on or before the 5th of every month, to the
Lender at the offices and during office hours of the Lender. If the
date of payment of the interest falls on the Lender's holiday, it shall
be postponed to the next working day. Payment of interest shall
commence on
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3. The Borrower agrees repay the principal under Clause 1, together with
the interest, to the Lender, as follows :
3.1 To pay the interest to the Lender on monthly basis, commencing
on obtaining the first payment; and
3.2 To repay the principal to the Lender, on monthly basis, for
Baht 2,100,000.00 (Two Million One Hundred Thousand Baht),
commencing on the 7th month from obtaining the first payment.
Such payment shall be made at the offices and during office hours of
the Lender, until payment of the principal together with the interest
shall be complete within 2 years and 6 months form obtaining the loan
amount.
4. The Borrower may request to make prepayment of the principal, either in
whole or in part, before the date specified in Clause 3, provided that
the Borrower has proceeded the followings :
4.1 The Borrower has obtained a written permission of the Lender.
In view of this, the Borrower agrees that it is under
discretion of the Lender whether to permit the Borrower to
make prepayment of the outstanding principal or not, to which
the Borrower shall not dispute, and the Borrower agrees to not
claim for any damages from the Lender.
4.2 The Borrower has paid the interest of the outstanding
principal as at the date of prepayment, from the date of
previous payment of interest to the date of prepayment, to the
Lender accordingly.
4.3 The Borrower shall pay prepayment fee at a rate of 2% of the
prepayment amount to the Borrower on the date of prepayment.
The Borrower acknowledges that though the Borrower has made certain
prepayment, the Borrower remains liable to repay the principal and pay
the interest according to the amount and due date specified in Clause 2
and Clause 3.
5. The Borrower agrees to perform the obligations to the Lender according
to the above covenants in all respects.
6. In case of any of the followings, it shall be deemed that the Borrower
is in breach of the agreement :
6.1 Where the Borrower fails to repay the principal, pay the
interest or any money, according to the amount and due date
specified herein;
6.2 Where the Borrower is in breach or violates any clause herein;
6.3 Where any evidence, letter, guarantee or document submitted by
the Borrower to the Lender appears to be false or fake or
invalid according to law;
6.4 Where an action has been entered against the Borrower or there
is any grounds for the Lender to believe that it may cause
damage to the operation or financial status of the Borrower;
6.5 The Borrower becomes insolvent or is subject to receivership
or seizure or attachment of the property by the official; or
6.6 The collateral submitted by the Borrower to the Lender
devalued and/or creditability has been decreased due to
whatever reasons and the Lender has notified the Borrower to
arrange for additional collateral in order that the total
collateral shall be not less than previously, but the Borrower
has failed to comply or was unable to do so.
If the Borrower is in default or in breach of the above conditions, the
Borrower consents that it shall be deemed as default of the total loan
and that all obligations under this agreement become due. Thereby, the
Borrower consents the Lender to charge the maximum default interest
rate to the outstanding amount, from the date of default to the date on
which payment is made in full, and the Borrower shall be liable to all
damages occurred to the Lender due to such default or breach of the
conditions by the Borrower, including the expenses on warning,
demanding, collection, litigation and enforcement of performance of
obligations accordingly.
7. The Borrower and the Lender agree that if the outstanding payment of
interest has been incurred for not less than one year due to whatever
reasons, the Borrower consents the Lender to accumulate the same to the
outstanding principal, and the interest shall be charged to the total
amount thereof. Thereby, the interest accumulated to the principal
shall become the principal that the Lender has to repay the Borrower
under Clause 3, and to pay interest at the maximum default interest
rate until the Borrower has performed the obligations to the Lender in
full, without having to notify the Borrower in advance.
The accumulation of the interest to the principal as described in the
previous paragraph shall not prejudice the right of the Lender under
Clause 6.
8. All stamp duties, fees (besides the ones indicated herein), taxes &
duties, insurance premiums of the collateral, expense and any amount
incurred due to registration of the collateral, mortgage, pledge,
guarantee or any proceedings related to the collateral, power of
attorney on insurance, preparation and making and carrying out this
agreement or juristic documents or other agreement(s) in connection
with this agreement, including the legal fees and other expenses and
damages incurred from such proceedings under this agreement, shall be
borne by the Borrower.
In addition, in case the Borrower is in breach of this agreement
causing the Lender to incur the cost, expense or pay additional money
for proceeding according to law, instruction, notification, directive
of the Bank of Thailand or the concerned government agency, including
but not limited to the reserve of fund, cash, liquidity assets,
appraisal of the collateral for calculation of the reserve for debt
classification of the Borrower, the Borrower consents to reimburse the
increased amount and/or the additional amount the Lender has to pay,
due to the Borrower's breach of agreement, to the Lender upon receipt
of the Lender's notice.
9. The Borrower consents that it is under discretion of the Lender to
deduct money from all types of deposits accounts the Borrower has with
the Lender or any money the Borrower has with the Lender or that the
Borrower is entitled to receive from the Lender, including the money
that the Borrower is the owner or the creditor of the Lender, as
payment for the principal, interest, fees, stamp duties, insurance
premiums (if any), various expenses, damages or any amount the Borrower
has the duty to pay the Lender under this agreement immediately,
without having to notify the Borrower.
In case the money in the said bank account and/or the money the
Borrower has with the Lender or the money the Borrower is entitled to
receive from the Lender, including the money that the Borrower is the
owner or the creditor of the Lender, is not available or insufficient
for such deduction in full, the Borrower consents that it is under
discretion of the Lender to debit the amount for which the Borrower
must be responsible, either in whole or in part, to the current account
that the Borrower has with the Lender, in order for the Borrower to
continue to be the debtor of overdraft with the Lender. Thereby, the
Borrower consents to pay interest for the total accumulated amount of
overdraft to the Lender at the maximum interest rate, except in case
where the Borrower is in breach of the conditions set forth in the
application for opening the current account and/or the Overdraft
Agreement that the Borrower has made with the Lender, then the Borrower
consents to pay the maximum default interest rate according to the
practice of charging interest of the current account of the commercial
banks, from the date of such overdraft onwards.
10. All correspondence, collection letters, notices or other documents to
be forwarded to the Borrower, by registered or regular mail, or by
messenger, if they have been forwarded to the above address herein, it
shall be deemed as having been duly forwarded to the Borrower,
disregarding the fact that there is a recipient or not, and though it
could not be forwarded because such address has been changed or
demolished and the Borrower has failed to notify such change or
demolition in writing to the Lender, or because such address could not
be found, it shall be deemed that the Borrower has acknowledged the
same accordingly.
11. In case this agreement has a mortgage of property as collateral, if the
Lender exercises foreclosure for auction and the proceeds deriving
therefrom appears to be insufficient to perform the obligations, or in
case the Lender has taken the mortgaged property and the value thereof
appears to less than the obligations in whichever amount, the Borrower
consents to pay the difference thereof, from the Borrower's other
property, to the Lender 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, by merely notifying the Borrower in
writing.
The Borrower and the Lender have acknowledged the contents of this agreement
entirely and found it to be in accordance with their intention, hereunder sign
their names on the date indicated above.
(Company Seal Affixed)
- Signed -
(King Power Duty Fee Co., Ltd.) Borrower
(Mrs. Napha Benchaphaibunkul) (Xx. Xxxxxx Tangkanchanakiat) Lender
Authorized Persons
- Signed -
(Apichart Yodmueang) Witness
- Signed -
(Kitcha Pariyapharit) Witness
Letter of Request for Obtaining Loan Amount
The Siam Commercial Bank Public Company Limited
Date
Re Request for Receiving Loan Amount
To Managing Director, Siam Commercial Bank Public Company Limited
Whereas we, King Power Duty Fee Co., Ltd., hereinafter called the "Borrower,"
have entered into a loan agreement with Siam Commercial Bank Public Company
Limited, hereinafter called the "Bank," for Baht 50,000,000.00 (Fifty Million
Baht), according to the Loan Agreement dated................................
hereinafter called the "Loan Agreement."
The Borrower would like to receive the loan amount Baht
................................................ from the Bank, and request the
Bank to proceed as follows :
The Borrower agrees to be liable to the proceedings that the Bank has carried
out as requested by the Borrower in all respects, and it shall be deemed that
the Borrower has received Baht .................................................
.................................................................................
from the Bank accordingly, and such cheque issued by the Bank for the above or
such document for remitting the loan amount into the bank account shall be
deemed the receipt of the loan amount of the Borrower according to the Loan
Agreement.
Furthermore, the Borrower guarantees that the Borrower has complied with the
terms and conditions of the Loan Agreement in all respects, and not in breach of
any condition or has taken any action in violation of the Loan Agreement, and
that the Borrower shall disburse of the said loan amount for the purpose
specified in the Loan Agreement.
For your consideration and kindly proceed as requested.
(Company Seal Affixed)
- Signed - Borrower
(King Power Duty Fee Co., Ltd.)
- Signed - Witness
(Apichart Yodmueang)
- Signed - Witness
(Kitcha Pariyapharit)
THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
Letter Requesting the Bank to Deduct Money from Deposits Accounts
Made at the Siam Commercial Bank Public
Company Limited, Head Office
Date...................................
Whereas we, King Power Duty Free Co., Ltd., hereinafter called the "Debtor" have
credit facilities with the Siam Commercial Bank Public Company Limited,
hereinafter called the "Bank," and we have the obligations to perform and/or
comply with the terms and conditions of the said credit facilities regarding
payment of the fees, stamp duties, insurance premiums, service charges, and
relevant expenses and/or the damages concerning or in connection with the credit
facilities granted by the Bank or our performance of obligations to the Bank
and/or various persons or juristic persons, hereinafter called the "third
party," existing at present and/or in the future, in accordance with the
conditions specified in the agreements of the credit facilities that we and/or
the Debtor have made with the Bank, hereinafter called collectively and instead
of one another as the "Debt,"
For our convenience and/or that of the Debtor in paying the said debt to the
Bank and/or the third party, we request the Bank to deduct money from the
deposits accounts that we have with the Bank, be it any type of deposits account
existing at present or in the future, hereinafter called collectively as the
"deposits accounts" to pay our debt as stated above.
Therefore, by means of this letter, we request the Bank to proceed as follows :
1. We request the Bank to deduct money from our deposits accounts
according to the amount of debt we and/or the Debtor have with the Bank
and/or a third party, whereby the Bank is entitled to immediately
deduct money from all deposits accounts, from any account before or
after, and in any amount from each deposits account as the Bank deems
appropriate, to pay the debt we and/or the Debtor have with the Bank
and/or a third party upon due date without having to notify us, and the
Bank is entitled to deduct money from our deposits accounts, either in
whole or in part. If various types of debt become due simultaneously,
the Bank may deduct money from our deposits accounts to pay any type of
debt or several types of debt, either in whole or in part, and in any
priority.
For deduction of money from our deposits accounts for paying the debt
in the previous paragraph, we consent the Bank to collect any fee
and/or service charge and/or expense concerning such deduction from our
deposits accounts and/or concerning the said debt in the previous
paragraph and/or the collateral we and/or the Debtor have submitted to
the Bank at the rate fixed by the Bank, and we consent the Bank to
deduct money from our deposits accounts to pay the said debt as well.
2. If there appears to be no money in the deposits accounts for transfer
or deduction for paying our debt, or having money but with insufficient
amount for transfer or deduction for paying our debt in full, we
consent the Bank to proceed with any or all of the followings without
having to notify us in advance :
(1) Deduct other moneys we have with the Bank and/or the money we
are entitled to receive from the Bank, including the money we
own or being the creditor of the Bank, as well as all rights
of claims we have or may demand from the Bank, existing at
present or in the future, for paying such debt.
(2) Pay or transfer money or issue a cheque or take any action
according to the request, agreement, or other document we
and/or the Debtor have made with the Bank or a third party,
either existing at present or in the future, for paying the
debt to a third party. Thereby, we consent to reimburse the
Bank in full of such amount plus interest at the maximum
interest rate for general customers who defaulted the
condition as announced by the Bank under the Notification of
the Bank of Thailand on Procedure for Commercial Banks
Regarding Interest and Discount which, at the time of making
this letter, is 15.00% p.a., and subject to change as
announced by the Bank from time to time, hereinafter called
the "maximum default interest rate" from the date of the said
action has been taken by the Bank to the date on which we
shall reimburse the Bank in full.
(3) Debit the amount of the total debt or the outstanding debt
after deduction of money from the deposits accounts according
to Clause 1 and/or deduction of any amount according to Clause
2 (1) and/or which incurred from the action taken according to
Clause 2 (2) into the current account we have with the Bank in
order that we shall owe the same amount as overdraft. Thereby,
we consent to pay interest of the accumulated overdraft amount
to the Bank at the maximum interest rate announced by the Bank
under the Notification of the Bank of Thailand on Procedure
for Commercial Banks Regarding Interest and Discount which, at
the time of making this letter, is 11.50% p.a., and subject to
change as announced by the Bank from time to time, hereinafter
called the "maximum interest rate." In case of breach of the
terms and conditions of the application for opening the
current account and/or the Overdraft Agreement we have made
with the Bank, we consent to pay the maximum default interest
rate instead of the said maximum interest rate according to
the practice of computing accumulated interest of overdraft of
the commercial banks, from the date of the said overdraft
onwards. And, in this case, it shall not be deemed as paying
other debt resulting in the finish of our liability, until we
shall have made debt payment to the Bank totally and
accordingly.
Whether the Bank proceeds with any or all of the above, we
consent that we remain to have the obligation to pay the debt
to the Bank, and this shall not relieve us from being a
defaulter in anyway.
3. We agree that all documents concerning deduction of money from our
deposits accounts and/or the Bank's action as specified herein shall be
deemed correct in all respects.
In deduction of money from the said deposits accounts, the Bank does
not need to notify us because we will know of such items from the
passbook and/or statement and/or money slip or receipt.
4. All agreements already made by us and/or those to be made in the future
with the Bank concerning deduction of money from our deposits accounts
for paying our debt and/or that of the Debtor with the Bank and/or the
debt we request the Bank to pay to a third party, if the said agreement
has method of deduction differently from this letter, we consent that
the Bank is entitled to choose to deduct money from our deposits
accounts by any or all methods specified in any or all agreements or as
specified herein, as the Bank deems appropriate.
In case of change of the number of any of our deposits accounts due to
whatever reasons, we agree that this letter shall be valid to the new
deposits account number as well.
5. As the Bank deducts money from our deposits accounts and/or any amount
specified herein according to our request, should there be any damage
or error due to whatever reasons, the Bank shall not be liable thereto.
6. We acknowledge that the Bank is entitled to proceed with any or all
above actions, and should any damage occurred to the Bank due to
carrying our any of the above actions, we consent to make compensation
to the Bank in all respects and with no condition whatsoever.
7. We consent that this letter shall be valid continuously and we shall
not revoke it until we and/or the Debtor shall have paid all debts to
the Bank accordingly.
We acknowledge the contents of this letter entirely and found it to be in
accordance with our intention, and hereunder sign our name and affix seal (if
any) on the date indicated above.
(Company Seal Affixed)
- Signed - Deposits Accounts Owner
(King Power Duty Fee Co., Ltd.)
- Signed - Witness
(Apichart Yodmueang)
- signed - Witness
(Kitcha Pariyapharit)
Guarantee Contract
This contract is made at the Siam Commercial Bank Public Company Limited, Head
Office, on.........................., as evidence that the undersigned,
a. Mr. Viratana Suntaranond, aged 60 years, Thai nationality, residing at
Xx. 00/0, Xxxxxxx Xx. 0, Xxxxxxxxx Xxx-xxxxxxxx, Bang Khen, Bangkok
Metropolis; and
b. Mr. Xxxxxx Xxxxxxxxxxxx, aged 43 years, Thai nationality, residing at
Xx. 00 Xxx Xxxxxxxxx 00, Xxxx Xxxx Sub-district, Phra Khanong District,
Bangkok,
hereinafter called the "Guarantors" consents to guarantee the performance of
obligations of King Power Duty Fee Co., Ltd., hereinafter called the "Debtor,"
to the Siam Commercial Bank Public Company Limited, hereinafter called the
"Bank," for the total amount of guarantee Baht 750,000,000.00 (Seven Hundred
Fifty Million Baht), as follows :
1. The obligations under this Guarantee Contract consisting of overdraft,
loans, debts related to letter of credit; trust receipt; sale at a
discount or acceptance of sale at a discount of promissory notes;
aval/guarantee of the promissory notes by the Bank as requested by the
Debtor or other debts related to promissory notes, debts related to the
letters of guarantee issued by the Bank for the Debtor, and the
existing debts the Debtor has with the Bank and/or the debts the Debtor
may have with the Bank in the future, hereinafter called the "Primary
Debt."
Both parties mutually understand that the Guarantors shall be liable to
not only the guarantee amount prescribed above (if any), but also the
accessories thereof such as the unpaid interest and compensation
payment of the Debtor, encumbrances which are accessories of debt,
including all expenses that the Bank has to pay regarding collection or
litigation against the Debtor for enforcement of performance of
obligations as well.
2. The Guarantors consents the Bank to charge interest of the principal
that the Debtor and/or the Guarantors owe to the Bank at the maximum
rate for the general customers that the Bank has announced under the
Bank of Thailand's Notification on Procedure for Commercial Banks
Regarding Interest and Discount, hereinafter called the "maximum rate,"
except in the case where the Debtor and/or the Guarantors are in breach
of the terms and conditions of the Primary Debt and/or as specified
herein, the Guarantors consents to pay interest charged to the default
customers announced by the Bank under the said notification of the Bank
of Thailand, hereinafter called the "maximum default interest rate." At
the time of entering into this contract, the maximum interest rate is
11.50% p.a. and the maximum default interest rate 15.00% p.a., and
these are subject to change as to be announced by the Bank from time to
time.
3. In case the Debtor fails to pay the Primary Debt, be it all items or
separate item, or is subject to receivership by court order, or dies or
becomes incompetence or quasi-incompetence or disappears or departs the
residence and cannot be found, or the Debtor can no longer take
advantage of the beginning or the end of the term, the Guarantors shall
be liable jointly with the Debtor of the obligations prescribed in
Clause 1 immediately, whereby the Guarantors agree to perform the
obligations to the Bank promptly and/or consents the Bank to deduct
such amount from the deposits accounts of the Guarantors under Clause
10, as the Bank deems appropriate.
In case any particular item of the obligations guaranteed under this
contract is a Letter of Guarantee that the Bank has issued for the
Debtor, the Guarantors hereby consents that if the creditor demands
payment from the Bank according to the said Letter of Guarantee, the
Bank is entitled to make such payment immediately without having to
notify the Guarantors and/or the Debtor first, and it is not necessary
to inquire the Debtor whether the Debtor has any defense against the
creditor or not; or though the Bank may be informed that the Debtor has
a defense against the creditor, but if the Bank deems it appropriate
the Bank can make such payment without having to raise such defense
against the creditor. - 2 -
4. This guarantee shall be valid continuously, and the Guarantors shall
not revoke it, for as long as the Bank has not received performance of
obligations under Clause 1 in full.
5. This guarantee shall bind the Guarantors completely, though it may
appear at a later date that the Debtor shall not be liable to the
Primary Debt to the Bank due to the fact that such agreement was
entered with misunderstanding or due to being an incompetent person,
disregarding the fact that at the time of entering into this Guarantee
Contract, the Guarantors know of the misunderstanding or incompetence
or not.
6. The Bank reserves the right to claim or not to claim or to release any
guarantor, without having to request for consents or to notify other
guarantors, thereby the remaining Guarantors shall continue to be
liable to the total obligations accordingly.
7. In case the Debtor dies and the Bank has not entered an action for
enforcement of performance of obligations from the heir or the estate
or the subrogee of rights and duties of the Debtor, until one year from
the date of death, the Guarantors shall not raise preclusion by
prescription as a defense against the Bank, and shall consents to be
liable to performance of the outstanding obligations to the Bank
accordingly.
8. The Guarantors consents the Bank to grant leniency to the Debtor as the
Bank deems appropriate without having to notify the Guarantors first,
and it shall be deemed that the Guarantors agree to such leniency on
every occasion, and that the Guarantors waive the right on the Debtor's
defense against the Bank when the Bank demands the Guarantors to comply
with the contract.
9. Though it may appear that any act of the Bank may cause the Guarantors
to be unable to subrogate, either in whole or in part, of the rights,
mortgage, pledge or preference right which the Debtor has submitted to
the Bank prior to or at the time of entering into this contract, the
liabilities of the Guarantors under this contract shall not be
relieved, either in whole or in part.
10. The Guarantors consents that it is under discretion of the Bank to
deduct money from all deposits accounts the Guarantors have with the
Bank, including the money that the Guarantors are the owner or the
creditor of the Bank, for performance of obligations of the Debtor
and/or the Guarantors under this contract immediately, without having
to notify the Guarantors. In case the said deposits accounts, the money
that the Guarantors are the owner or the creditor of the Bank, shall
not be available or insufficient for deduction for performance of
obligations in full, the Guarantors consents that it is under
discretion of the Bank to debit the amount that the Guarantors shall be
responsible or such debt or the outstanding amount into the current
account of the Guarantors in order that the Guarantors shall owe the
same amount as overdraft. Thereby, the Guarantors consents to pay
interest of the accumulated overdraft amount to the Bank at the maximum
interest rate, except in case of breach of the terms and conditions of
the application for opening the current account and/or the Overdraft
Agreement made with the Bank, the Guarantors consents to pay the
maximum default interest rate instead of the said maximum interest
rate, according to the practice of computing accumulated interest of
overdraft of the commercial banks, from the date of the said overdraft
onwards.
11. The Guarantors consents that any act of the Debtor or a third party
causing an interruption to the prescription of the debts under
guarantee to the disadvantage of the Debtor, it shall be the
disadvantage of the Guarantors as well.
12. All correspondence, collection letters, notices or other documents to
be forwarded to the Guarantors, by registered or regular mail, or by
messenger, if they have been forwarded to the above address herein, it
shall be deemed as having been duly forwarded to the Guarantors,
disregarding the fact that there is a recipient or not, and though it
could not be forwarded because such address has been changed or
demolished and the Guarantors have failed to notify such change or
demolition in writing to the Bank, or because such address could not be
found, it shall be deemed that the Guarantors have acknowledged the
same accordingly.
13. The Guarantors consents to submit....................... to the Bank
for retention until performance of the obligations shall be made in
full.
The Guarantors, having read and understood this contract and found it to be in
accordance with their intention, hereunder sign their names on the date
indicated above.
- Signed - Guarantor
(Mr. Viratana Suntaranond)
- Signed - Guarantor
(Mr. Xxxxxx Xxxxxxxxxxxx)
- Signed - Witness
(Apichart Yodmueang)
- signed - Witness
(Kitcha Pariyapharit)
Guarantee Contract
This contract is made at the Siam Commercial Bank Public Company Limited, Head
Office, on ............................., as evidence that the undersigned,
x. Xxxx Power On Board Sale & Services Co., Ltd., with offices at 26th &
27th Floors, Siam Tower, No. 989, Rama I Road, Pathum Wan Sub-district,
Pathum Wan District, Bangkok Metropolis,
hereinafter called the "Guarantor" consents to guarantee the performance of
obligations of King Power Duty Fee Co., Ltd., hereinafter called the "Debtor,"
to the Siam Commercial Bank Public Company Limited, hereinafter called the
"Bank," for the total amount of guarantee Baht 750,000,000.00 (Seven Hundred
Fifty Million Baht), as follows :
1. The obligations under this Guarantee Contract consisting of overdraft,
loans, debts related to letter of credit; trust receipt; sale at a
discount or acceptance of sale at a discount of promissory notes;
aval/guarantee of the promissory notes by the Bank as requested by the
Debtor or other debts related to promissory notes, debts related to the
letters of guarantee issued by the Bank for the Debtor, and the
existing debts the Debtor has with the Bank and/or the debts the Debtor
may have with the Bank in the future, hereinafter called the "Primary
Debt."
Both parties mutually understand that the Guarantor shall be liable to
not only the guarantee amount prescribed above (if any), but also the
accessories thereof such as the unpaid interest and compensation
payment of the Debtor, encumbrances which are accessories of debt,
including all expenses that the Bank has to pay regarding collection or
litigation against the Debtor for enforcement of performance of
obligations as well.
2. The Guarantor consents the Bank to charge interest of the principal
that the Debtor and/or the Guarantor owe to the Bank at the maximum
rate for the general customers that the Bank has announced under the
Bank of Thailand's Notification on Procedure for Commercial Banks
Regarding Interest and Discount, hereinafter called the "maximum rate,"
except in the case where the Debtor and/or the Guarantor is in breach
of the terms and conditions of the Primary Debt and/or as specified
herein, the Guarantor consents to pay interest charged to the default
customers announced by the Bank under the said notification of the Bank
of Thailand, hereinafter called the "maximum default interest rate." At
the time of entering into this contract, the maximum interest rate is
11.50% p.a. and the maximum default interest rate 15.00% p.a., and
these are subject to change as to be announced by the Bank from time to
time.
3. In case the Debtor fails to pay the Primary Debt, be it all items or
separate item, or is subject to receivership by court order, or dies or
becomes incompetence or quasi-incompetence or disappears or departs the
residence and cannot be found, or the Debtor can no longer take
advantage of the beginning or the end of the term, the Guarantor shall
be liable jointly with the Debtor of the obligations prescribed in
Clause 1 immediately, whereby the Guarantor agrees to perform the
obligations to the Bank promptly and/or consents the Bank to deduct
such amount from the deposits accounts of the Guarantor under Clause
10, as the Bank deems appropriate.
In case any particular item of the obligations guaranteed under this
contract is a Letter of Guarantee that the Bank has issued for the
Debtor, the Guarantor hereby consents that if the creditor demands
payment from the Bank according to the said Letter of Guarantee, the
Bank is entitled to make such payment immediately without having to
notify the Guarantor and/or the Debtor first, and it is not necessary
to inquire the Debtor whether the Debtor has any defense against the
creditor or not; or though the Bank may be informed that the Debtor has
a defense against the creditor, but if the Bank deems it appropriate
the Bank can make such payment without having to raise such defense
against the creditor.
4. This guarantee shall be valid continuously, and the Guarantor shall not
revoke it, for as long as the Bank has not received performance of
obligations under Clause 1 in full.
5. This guarantee shall bind the Guarantor completely, though it may
appear at a later date that the Debtor shall not be liable to the
Primary Debt to the Bank due to the fact that such agreement was
entered with misunderstanding or due to being an incompetent person,
disregarding the fact that at the time of entering into this Guarantee
Contract, the Guarantor knows of the misunderstanding or incompetence
or not.
6. The Bank reserves the right to claim or not to claim or to release any
guarantor, without having to request for consents or to notify other
Guarantor, thereby the remaining Guarantor shall continue to be liable
to the total obligations accordingly.
7. In case the Debtor dies and the Bank has not entered an action for
enforcement of performance of obligations from the heir or the estate
or the subrogee of rights and duties of the Debtor, until one year from
the date of death, the Guarantor shall not raise preclusion by
prescription as a defense against the Bank, and shall consent to be
liable to performance of the outstanding obligations to the Bank
accordingly.
8. The Guarantor consents the Bank to grant leniency to the Debtor as the
Bank deems appropriate without having to notify the Guarantor first,
and it shall be deemed that the Guarantor agree to such leniency on
every occasion, and that the Guarantor waives the right on the Debtor's
defense against the Bank when the Bank demands the Guarantor to comply
with the contract.
9. Though it may appear that any act of the Bank may cause the Guarantor
to be unable to subrogate, either in whole or in part, of the rights,
mortgage, pledge or preference right which the Debtor has submitted to
the Bank prior to or at the time of entering into this contract, the
liabilities of the Guarantor under this contract shall not be relieved,
either in whole or in part.
10. The Guarantor consents that it is under discretion of the Bank to
deduct money from all deposits accounts the Guarantor has with the
Bank, including the money that the Guarantor is the owner or the
creditor of the Bank, for performance of obligations of the Debtor
and/or the Guarantor under this contract immediately, without having to
notify the Guarantor. In case the said deposits accounts, the money
that the Guarantor is the owner or the creditor of the Bank, shall not
be available or insufficient for deduction for performance of
obligations in full, the Guarantor consents that it is under discretion
of the Bank to debit the amount that the Guarantor shall be responsible
or such debt or the outstanding amount into the current account of the
Guarantor in order that the Guarantor shall owe the same amount as
overdraft. Thereby, the Guarantor consents to pay interest of the
accumulated overdraft amount to the Bank at the maximum interest rate,
except in case of breach of the terms and conditions of the application
for opening the current account and/or the Overdraft Agreement made
with the Bank, the Guarantor consents to pay the maximum default
interest rate instead of the said maximum interest rate, according to
the practice of computing accumulated interest of overdraft of the
commercial banks, from the date of the said overdraft onwards.
11. The Guarantor consents that any act of the Debtor or a third party
causing an interruption to the prescription of the debts under
guarantee to the disadvantage of the Debtor, it shall be the
disadvantage of the Guarantor as well.
12. All correspondence, collection letters, notices or other documents to
be forwarded to the Guarantor, by registered or regular mail, or by
messenger, if they have been forwarded to the above address herein, it
shall be deemed as having been duly forwarded to the Guarantor,
disregarding the fact that there is a recipient or not, and though it
could not be forwarded because such address has been changed or
demolished and the Guarantor has failed to notify such change or
demolition in writing to the Bank, or because such address could not be
found, it shall be deemed that the Guarantor has acknowledged the same
accordingly.
13. The Guarantor consents to submit........................ to the Bank
for retention until performance of the obligations shall be made in
full.
The Guarantor, having read and understood this contract and found it to be in
accordance with their intention, hereunder sign the name on the date indicated
above.
(Company Seal Affixed)
- Signed - Guarantor
(King Power On Board Sale & Services Co., Ltd.)
- Signed - Witness
(Apichart Yodmueang)
- Signed - Witness
(Kitcha Pariyapharit)
Guarantee Contract
This contract is made at the Siam Commercial Bank Public Company Limited, Head
Office, on ................................, as evidence that the undersigned,
x. Xxxx Power International Co., Ltd., with offices at 26th & 27th Floors,
Siam Tower, No. 989, Rama I Road, Pathum Wan Sub-district, Pathum Wan
District, Bangkok Metropolis,
hereinafter called the "Guarantor" consents to guarantee the performance of
obligations of King Power Duty Fee Co., Ltd., hereinafter called the "Debtor,"
to the Siam Commercial Bank Public Company Limited, hereinafter called the
"Bank," for the total amount of guarantee Baht 750,000,000.00 (Seven Hundred
Fifty Million Baht), as follows :
1. The obligations under this Guarantee Contract consisting of overdraft,
loans, debts related to letter of credit; trust receipt; sale at a
discount or acceptance of sale at a discount of promissory notes;
aval/guarantee of the promissory notes by the Bank as requested by the
Debtor or other debts related to promissory notes, debts related to the
letters of guarantee issued by the Bank for the Debtor, and the
existing debts the Debtor has with the Bank and/or the debts the Debtor
may have with the Bank in the future, hereinafter called the "Primary
Debt."
Both parties mutually understand that the Guarantor shall be liable to
not only the guarantee amount prescribed above (if any), but also the
accessories thereof such as the unpaid interest and compensation
payment of the Debtor, encumbrances which are accessories of debt,
including all expenses that the Bank has to pay regarding collection or
litigation against the Debtor for enforcement of performance of
obligations as well.
2. The Guarantor consents the Bank to charge interest of the principal
that the Debtor and/or the Guarantor owe to the Bank at the maximum
rate for the general customers that the Bank has announced under the
Bank of Thailand's Notification on Procedure for Commercial Banks
Regarding Interest and Discount, hereinafter called the "maximum rate,"
except in the case where the Debtor and/or the Guarantor is in breach
of the terms and conditions of the Primary Debt and/or as specified
herein, the Guarantor consents to pay interest charged to the default
customers announced by the Bank under the said notification of the Bank
of Thailand, hereinafter called the "maximum default interest rate." At
the time of entering into this contract, the maximum interest rate is
11.50% p.a. and the maximum default interest rate 15.00% p.a., and
these are subject to change as to be announced by the Bank from time to
time.
3. In case the Debtor fails to pay the Primary Debt, be it all items or
separate item, or is subject to receivership by court order, or dies or
becomes incompetence or quasi-incompetence or disappears or departs the
residence and cannot be found, or the Debtor can no longer take
advantage of the beginning or the end of the term, the Guarantor shall
be liable jointly with the Debtor of the obligations prescribed in
Clause 1 immediately, whereby the Guarantor agrees to perform the
obligations to the Bank promptly and/or consents the Bank to deduct
such amount from the deposits accounts of the Guarantor under Clause
10, as the Bank deems appropriate.
In case any particular item of the obligations guaranteed under this
contract is a Letter of Guarantee that the Bank has issued for the
Debtor, the Guarantor hereby consents that if the creditor demands
payment from the Bank according to the said Letter of Guarantee, the
Bank is entitled to make such payment immediately without having to
notify the Guarantor and/or the Debtor first, and it is not necessary
to inquire the Debtor whether the Debtor has any defense against the
creditor or not; or though the Bank may be informed that the Debtor has
a defense against the creditor, but if the Bank deems it appropriate
the Bank can make such payment without having to raise such defense
against the creditor.
4. This guarantee shall be valid continuously, and the Guarantor shall not
revoke it, for as long as the Bank has not received performance of
obligations under Clause 1 in full.
5. This guarantee shall bind the Guarantor completely, though it may
appear at a later date that the Debtor shall not be liable to the
Primary Debt to the Bank due to the fact that such agreement was
entered with misunderstanding or due to being an incompetent person,
disregarding the fact that at the time of entering into this Guarantee
Contract, the Guarantor knows of the misunderstanding or incompetence
or not.
6. The Bank reserves the right to claim or not to claim or to release any
guarantor, without having to request for consents or to notify other
Guarantor, thereby the remaining Guarantor shall continue to be liable
to the total obligations accordingly.
7. In case the Debtor dies and the Bank has not entered an action for
enforcement of performance of obligations from the heir or the estate
or the subrogee of rights and duties of the Debtor, until one year from
the date of death, the Guarantor shall not raise preclusion by
prescription as a defense against the Bank, and shall consent to be
liable to performance of the outstanding obligations to the Bank
accordingly.
8. The Guarantor consents the Bank to grant leniency to the Debtor as the
Bank deems appropriate without having to notify the Guarantor first,
and it shall be deemed that the Guarantor agree to such leniency on
every occasion, and that the Guarantor waives the right on the Debtor's
defense against the Bank when the Bank demands the Guarantor to comply
with the contract.
9. Though it may appear that any act of the Bank may cause the Guarantor
to be unable to subrogate, either in whole or in part, of the rights,
mortgage, pledge or preference right which the Debtor has submitted to
the Bank prior to or at the time of entering into this contract, the
liabilities of the Guarantor under this contract shall not be relieved,
either in whole or in part.
10. The Guarantor consents that it is under discretion of the Bank to
deduct money from all deposits accounts the Guarantor has with the
Bank, including the money that the Guarantor is the owner or the
creditor of the Bank, for performance of obligations of the Debtor
and/or the Guarantor under this contract immediately, without having to
notify the Guarantor. In case the said deposits accounts, the money
that the Guarantor is the owner or the creditor of the Bank, shall not
be available or insufficient for deduction for performance of
obligations in full, the Guarantor consents that it is under discretion
of the Bank to debit the amount that the Guarantor shall be responsible
or such debt or the outstanding amount into the current account of the
Guarantor in order that the Guarantor shall owe the same amount as
overdraft. Thereby, the Guarantor consents to pay interest of the
accumulated overdraft amount to the Bank at the maximum interest rate,
except in case of breach of the terms and conditions of the application
for opening the current account and/or the Overdraft Agreement made
with the Bank, the Guarantor consents to pay the maximum default
interest rate instead of the said maximum interest rate, according to
the practice of computing accumulated interest of overdraft of the
commercial banks, from the date of the said overdraft onwards.
11. The Guarantor consents that any act of the Debtor or a third party
causing an interruption to the prescription of the debts under
guarantee to the disadvantage of the Debtor, it shall be the
disadvantage of the Guarantor as well.
12. All correspondence, collection letters, notices or other documents to
be forwarded to the Guarantor, by registered or regular mail, or by
messenger, if they have been forwarded to the above address herein, it
shall be deemed as having been duly forwarded to the Guarantor,
disregarding the fact that there is a recipient or not, and though it
could not be forwarded because such address has been changed or
demolished and the Guarantor has failed to notify such change or
demolition in writing to the Bank, or because such address could not be
found, it shall be deemed that the Guarantor has acknowledged the same
accordingly.
13. The Guarantor consents to submit............................. to the
Bank for retention until performance of the obligations shall be made
in full.
The Guarantor, having read and understood this contract and found it to be in
accordance with their intention, hereunder sign the name on the date indicated
above.
(Company Seal Affixed)
- Signed - Guarantor
(King Power International Co., Ltd.)
- Signed - Witness
(Apichart Yodmueang)
- Signed - Witness
(Kitcha Pariyapharit)
Guarantee Contract
This contract is made at the Siam Commercial Bank Public Company Limited, Head
Office, on ........................., as evidence that the undersigned,
x. Xxxx Power Tax Free Co., Ltd., with offices at 26th & 27th Floors, Siam
Tower, No. 989, Rama I Road, Pathum Wan Sub-district, Pathum Wan
District, Bangkok Metropolis,
hereinafter called the "Guarantor" consents to guarantee the performance of
obligations of King Power Duty Fee Co., Ltd., hereinafter called the "Debtor,"
to the Siam Commercial Bank Public Company Limited, hereinafter called the
"Bank," for the total amount of guarantee Baht 750,000,000.00 (Seven Hundred
Fifty Million Baht), as follows :
1. The obligations under this Guarantee Contract consisting of overdraft,
loans, debts related to letter of credit; trust receipt; sale at a
discount or acceptance of sale at a discount of promissory notes;
aval/guarantee of the promissory notes by the Bank as requested by the
Debtor or other debts related to promissory notes, debts related to the
letters of guarantee issued by the Bank for the Debtor, and the
existing debts the Debtor has with the Bank and/or the debts the Debtor
may have with the Bank in the future, hereinafter called the "Primary
Debt."
Both parties mutually understand that the Guarantor shall be liable to
not only the guarantee amount prescribed above (if any), but also the
accessories thereof such as the unpaid interest and compensation
payment of the Debtor, encumbrances which are accessories of debt,
including all expenses that the Bank has to pay regarding collection or
litigation against the Debtor for enforcement of performance of
obligations as well.
2. The Guarantor consents the Bank to charge interest of the principal
that the Debtor and/or the Guarantor owe to the Bank at the maximum
rate for the general customers that the Bank has announced under the
Bank of Thailand's Notification on Procedure for Commercial Banks
Regarding Interest and Discount, hereinafter called the "maximum rate,"
except in the case where the Debtor and/or the Guarantor is in breach
of the terms and conditions of the Primary Debt and/or as specified
herein, the Guarantor consents to pay interest charged to the default
customers announced by the Bank under the said notification of the Bank
of Thailand, hereinafter called the "maximum default interest rate." At
the time of entering into this contract, the maximum interest rate is
11.50% p.a. and the maximum default interest rate 15.00% p.a., and
these are subject to change as to be announced by the Bank from time to
time.
3. In case the Debtor fails to pay the Primary Debt, be it all items or
separate item, or is subject to receivership by court order, or dies or
becomes incompetence or quasi-incompetence or disappears or departs the
residence and cannot be found, or the Debtor can no longer take
advantage of the beginning or the end of the term, the Guarantor shall
be liable jointly with the Debtor of the obligations prescribed in
obligations to the Bank promptly and/or consents the Bank to deduct
such amount from the deposits accounts of the Guarantor under Clause
10, as the Bank deems appropriate.
In case any particular item of the obligations guaranteed under this
contract is a Letter of Guarantee that the Bank has issued for the
Debtor, the Guarantor hereby consents that if the creditor demands
payment from the Bank according to the said Letter of Guarantee, the
Bank is entitled to make such payment immediately without having to
notify the Guarantor and/or the Debtor first, and it is not necessary
to inquire the Debtor whether the Debtor has any defense against the
creditor or not; or though the Bank may be informed that the Debtor has
a defense against the creditor, but if the Bank deems it appropriate
the Bank can make such payment without having to raise such defense
against the creditor.
4. This guarantee shall be valid continuously, and the Guarantor shall not
revoke it, for as long as the Bank has not received performance of
obligations under Clause 1 in full.
5. This guarantee shall bind the Guarantor completely, though it may
appear at a later date that the Debtor shall not be liable to the
Primary Debt to the Bank due to the fact that such agreement was
entered with misunderstanding or due to being an incompetent person,
disregarding the fact that at the time of entering into this Guarantee
Contract, the Guarantor knows of the misunderstanding or incompetence
or not.
6. The Bank reserves the right to claim or not to claim or to release any
guarantor, without having to request for consents or to notify other
Guarantor, thereby the remaining Guarantor shall continue to be liable
to the total obligations accordingly.
7. In case the Debtor dies and the Bank has not entered an action for
enforcement of performance of obligations from the heir or the estate
or the subrogee of rights and duties of the Debtor, until one year from
the date of death, the Guarantor shall not raise preclusion by
prescription as a defense against the Bank, and shall consent to be
liable to performance of the outstanding obligations to the Bank
accordingly.
8. The Guarantor consents the Bank to grant leniency to the Debtor as the
Bank deems appropriate without having to notify the Guarantor first,
and it shall be deemed that the Guarantor agree to such leniency on
every occasion, and that the Guarantor waives the right on the Debtor's
defense against the Bank when the Bank demands the Guarantor to comply
with the contract.
9. Though it may appear that any act of the Bank may cause the Guarantor
to be unable to subrogate, either in whole or in part, of the rights,
mortgage, pledge or preference right which the Debtor has submitted to
the Bank prior to or at the time of entering into this contract, the
liabilities of the Guarantor under this contract shall not be relieved,
either in whole or in part.
10. The Guarantor consents that it is under discretion of the Bank to
deduct money from all deposits accounts the Guarantor has with the
Bank, including the money that the Guarantor is the owner or the
creditor of the Bank, for performance of obligations of the Debtor
and/or the Guarantor under this contract immediately, without having to
notify the Guarantor. In case the said deposits accounts, the money
that the Guarantor is the owner or the creditor of the Bank, shall not
be available or insufficient for deduction for performance of
obligations in full, the Guarantor consents that it is under discretion
of the Bank to debit the amount that the Guarantor shall be responsible
or such debt or the outstanding amount into the current account of the
Guarantor in order that the Guarantor shall owe the same amount as
overdraft. Thereby, the Guarantor consents to pay interest of the
accumulated overdraft amount to the Bank at the maximum interest rate,
except in case of breach of the terms and conditions of the application
for opening the current account and/or the Overdraft Agreement made
with the Bank, the Guarantor consents to pay the maximum default
interest rate instead of the said maximum interest rate, according to
the practice of computing accumulated interest of overdraft of the
commercial banks, from the date of the said overdraft onwards.
11. The Guarantor consents that any act of the Debtor or a third party
causing an interruption to the prescription of the debts under
guarantee to the disadvantage of the Debtor, it shall be the
disadvantage of the Guarantor as well.
12. All correspondence, collection letters, notices or other documents to
be forwarded to the Guarantor, by registered or regular mail, or by
messenger, if they have been forwarded to the above address herein, it
shall be deemed as having been duly forwarded to the Guarantor,
disregarding the fact that there is a recipient or not, and though it
could not be forwarded because such address has been changed or
demolished and the Guarantor has failed to notify such change or
demolition in writing to the Bank, or because such address could not be
found, it shall be deemed that the Guarantor has acknowledged the same
accordingly.
13. The Guarantor consents to submit.......................... to the Bank
for retention until performance of the obligations shall be made in
full.
The Guarantor, having read and understood this contract and found it to be in
accordance with their intention, hereunder sign the name on the date indicated
above.
(Company Seal Affixed)
- Signed - Guarantor
(King Power Tax Free Co., Ltd.)
- Signed - Witness
(Apichart Yodmueang)
- signed - Witness
(Kitcha Pariyapharit)
