Thai Military Bank, Plc.
Letter of Guarantee
Head Office
August 30, 2002
We, King Power Duty Free Co., Ltd., nationality: Thai, address 000 Xxxx
X Xxxx, Xxxxxx Xxx Xxx-xxxxxxxx, Xxxxxx Xxx Xxxxxxxx, Xxxxxxx Metropolis,
hereinafter referred to as the `Guarantor,' hereby issue this Letter of
Guarantee to Thai Military Bank, Plc., hereinafter referred to as the `Bank, `
with the following terms and conditions:
1. Whereas Bank granted King Power International Co., Ltd., hereinafter
referred to as `Borrower,' credit facilities in the form of loans, bank
overdraft, sale of promissory note with discount, letter of guarantee,
endorsement of notes, guarantee of other sums in connection with notes, letter
of credits, trustee sheet, packing credits, commercial instruments, credits in
the form of foreign banking or any types of credits, and in the event that
Borrower is liable to pay Bank any sums or have its property seized by Bank,
Guarantor shall guarantee all types of debts of Borrowers existing now and
hereafter up to 100,000,000.00 (one hundred million baht). As joint obligator,
Guarantor agrees to guarantee unlimited liabilities, interest accumulated
thereon, compensation, insurance premium, other encumbrances under instruments
of indebtedness.
2. In the event that Borrower defaults on payment for any reason
whatsoever, becomes bankrupt, incompetent, disappears, moves away that its
whereabouts are unknown, or any incidents occurred resulting in Bank not
receiving payment, Guarantor shall, as joint obligator, pay the sums still owing
plus the interest accumulated thereon at default rate, which is 14.25 % per
annum at present, subject to alteration as Bank deems appropriate -Bank's
announcement on interest rates and discounts - and Guarantor shall accept such
alteration without the need to be notified.
3. In the event of any claim for such sum under Letter of Guarantee,
Bank may, as it deems appropriate, meet its obligations thereunder without
notifying or seeking prior approval of Guarantor, and Guarantor shall, as joint
obligator, unconditionally indemnify Bank for such sum plus the interest
accumulated thereon at the rate specified under Cl. 2., including fees, damages,
and other expenses.
4. Any renewal of overdraft agreement or any agreements mentioned under
Cl.1. or extension of time for repayment granted to Borrower with out without
any notice shall always be approved by Guarantor and shall not be put up as the
grounds for discharging Guarantor's obligations hereunder.
5. Guarantor shall waive its right to make Bank enforce payment on
Borrower first. Such waiver shall not prejudice Bank's right to enforce sale of
property or estate of Borrower or its assigns or successors first as Bank deems
appropriate. If Bank cannot recover the total sum, Guarantor shall make up the
shortfall, including the court fee, legal fee and other expenses in connection
with such recovery. This provision shall apply whether Bank notifies Guarantor
or not and it shall also apply even if Bank does not demand from, claim or take
legal proceedings against Guarantor, Borrower, estate of Borrower or its assigns
or successors.
6. Bank reserves the right to claim or not to claim against or to
release any Guarantor from its obligations without the need to seek prior
consents from other Guarantors and in this case, the latter shall continue to
assume all liabilities.
7. This Guarantee shall be valid and shall not be withdrawn so long as
Borrower still owes Bank. In the event that Xxxxxxxx performed any acts through
misunderstanding, without proper authority or while being incompetent that the
obligations under Cl. 1 is not binding upon Borrower, Guarantor shall assume all
liabilities whether it is aware of the facts at the time of making the Agreement
or not.
8. Although Bank has performed any acts resulting in Guarantor not
being able to assume all or some of the rights under mortgage or pledge or any
preferential rights granted by Borrower to Bank now or hereafter, Guarantor
shall not be discharged from its obligations wholly or partially.
9. In the event that Xxxxxxxx dies and Bank fails to enforce payment
against estate and obligations of Xxxxxxxx, its heirs and successors within one
year from the time of Xxxxxxxx's death, Guarantor still has to repay Bank the
sums still owing in full without putting up defense on the grounds of end of
prescribed time for actions.
10. Any property put up with any branch of Bank by Guarantor as
security for any of its own debts or other persons' debts shall also be regarded
as security for the debts hereunder.
11. Guarantor shall consent to Bank debiting from Guarantor's accounts
of any type with Bank or from any sums due to Guarantor and apply the same for
repayment hereunder.
12. Guarantor shall notify Bank in writing of any change of address of
its office within 7 days. Any communications, demands, notices or letters sent
to the above address or new address by mail or any method shall be regarded as
duly delivered to Guarantor.
13. To secure its obligations hereunder, Guarantee put up
________________________________ with Bank until the latter receives full
payment.
14. Guarantor agrees that Bank may disclose Guarantor's information on
Credits (financial statements, records, etc for loan origination) existing now
and hereafter to juristic entities in credit information business and other
juristic entities described under Credit Information Act and allow them to
disclose the same to financial institutions which are members. This provision
shall apply to credit information existing now and hereafter.
Guarantor fully understands this Agreement. In witness whereof,
Xxxxxxxxx has affixed its signature hereunto in the presence of the witnesses on
the date written above.
-Signed- Guarantor
(Mr. Xxxxxxxx Xxxxxxxxxxx)
Authorized Director
(Seal of King Power Duty Free Co., Ltd.)
-Signed- Witness
-Signed- Witness
(Xx. Xxxxxx Xxxxxxxxxxx)
