EXHIBIT 10.42
(TRANSLATION)
Bangkok Bank Public Co., Ltd.
Guarantee Against All Debts Agreement 020539/049
Made at Bangkok Bank Public Co., Ltd.
December 4, 1996
I, the undersigned., Xx. Xxxxxx Panyapas, age 58 years, Race: Thai,
Nationality: Thai, residing at No. 000/0 Xxx 0, Xxx , - Xxxx, Xxxxx Sub-
District, Fang District, Chiang Mai Province, hereinafter called, athe
Guarantor" who makes this Agreement and gives it to the Bangkok Bank Public Co.,
Ltd., hereinafter called, "the Bank" with the following statements:
Section 1. The Guarantor agrees to guarantee against all kinds of debts
made by J.M.T. Duty Free Co.,Ltd., hereinafter called, "the Debtor" who has had
a debt with the Bank before this Agreement is made and/or while making this
Agreement as well as debt the Debtor will make with the Bank after this
Agreement is made, regardless of the nature of debt -Letter of Credit or the
like with the Bank, and/or debt under Trust Receipt Agreement, and/or purchase
of discount oili of exchange and/or debt under the xxxx of exchange, and/or debt
from a loan request or repayment of debt by a promissory note, and/or debt from
issuing a shipping guarantee, and/or debt that the Bank gives aval to a xxxx of
exchange, and/or debt that the Bank endorses a xxxx of exchange, and/or debt
that a debtor asks the Bank to issue a Letter of Guarantee, and/or debt under
any loan agreement, and/or debt from overdrawing, and/or debt from the purchase
of discount xxxx of exchange for product export, and/or debt under an agreement
in which the Debtor is or is becoming a contractual party as well as all other
kinds of debt that the Debtor has made or is to make with the Bank whether in
the form of legal deed or obligation, if the Debtor breaks the credit agreement
and fails to make payment for the said debt or makes incomplete repayment or
causes damage to the Bank under any circumstances, the Guarantor agrees to be
liable jointly with the Debtor for the repayment of the debt of Baht l00,000,000
(One Hundred Million Baht Only) as well as interest, compensation owed by the
Debtor and other obligations from the debt to the Bank as soon as he receives a
notice from the Bank.
Section 2. In case the Bank has issued a Letter of Guarantee for the Debtor
to other persons, the Guarantor agrees not to revoke the guarantee until the
Bank is deprived of its responsibility in line with the Letter of Guarantee
issued by the Bank.
Section 3. In case the Bank relaxes debt repayment schedule for the Debtor
or agrees with the Debtor to extend the debt agreement with or without a notice
to the Guarantor, it shall be taken that the Guarantor has agreed with every
time of relaxation or extension accordingly, and the Guarantor shall not take
the relaxation or extension as a cause to deprive of his liability as a
guarantor.
Section 4. In case the Debtor breaks the agreement, the Guarantor agrees to
relinquish his right to ask the Bank to force repayment of debt from the Debtor
before the Guarantor. However, the Bank is not deprived of his right to demand
or take legal action first against the Debtor, the Debtor's mass of the estate
or heir as the Bank deems appropriate. And in such a case, if the Bank does not
receive repayment or receives an incomplete debt, the Guarantor shall agree that
such action is carried out on behalf of the Guarantor and the Guarantor shall
immediately repay the debt balance as well as fees and other expenses paid by
the Bank, regardless of the fact that action is notified in advance to the
Guarantor or not or in a case when the Bank does not demand or take legal action
against the Guarantor jointly with the Debtor, Debtor's mass of the estate or
heir.
Section 5. The Guarantor agrees that if the Guarantor moves from the
domicile stated in this Agreement, it's the duty of the Guarantor to immediately
notify the Bank. Otherwise, the Guarantor shall be liable to additional damage
to the Bank.
Section 6. This guarantee completely binds the Guarantor. If later the
Debtor is claimed to be an incompetent person or made the said loan agreement
with a misunderstanding, whether the Guarantor is aware of the incompetency or
misunderstanding or not, the Guarantor shall not be deprived of his
responsibility for the Bank's act causing the Guarantor to be unable to accept
the entire or partial right given to the Bank before or while making this
Guarantee Agreement.
Section 7. As a guarantee for the execution of this Agreement, the
Guarantor agrees to register a secondary mortgage for Land Title Deed Xx. 0000,
Xxxx Xx Xxx-Xxxxxxxx, Xxxx Xx (Xxxx Xxx) District, Samut Prakan Province, owned
by Xx. Xxxxxx Panyapas, with the mortgage value of BahtlOO,000,000 (One Hundred
Million Baht Only) with the Bank as a guarantee until the Bank receives all the
renaYment from the Debtor or Guarantor.
Section 8. The Guarantor agrees that this Guarantee Agreement shall be
valid until the Bank revokes or cancels the loan given to the Dehtor
The Guarantor has read and understood all the statements in this Agreement
and herein affixes his signature as evidence hereof:
Signed Guarantor
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(Xx. Xxxxxx Panyapas) ( )
Signed Guarantor
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( )
Signed Witness Signed Witness
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(Mr. Polkrit Chotipan) (Srisiri Mesaman)
