UOB RADANASIN BANK
Guarantee Contract
This contract is made at UOB Radanasin Bank Public Company Limited, on 27 March
2001, as evidence that :
I, Mr. Xxxxxx Xxxxxxxxxxxx, aged 43 years, Thai race, Thai nationality, residing
at Xx. 00, Xxx Xxxxxxxxx 00, Xxxx Chak Sub-district, Phra Khanong District,
Bangkok Metropolis, and
I, Mr. Viratana Suntaranond, aged 60 years, Thai race, Thai nationality,
residing at No. 000-000-000, Soi Sukha 1 , Wat Ratchabopit Sub-district, Phra
Nakhon District, Bangkok Metropolis,
hereinafter called the "Guarantors" consent to guarantee the performance of
obligations of King Power Duty Fee Co., Ltd., hereinafter called the "Debtor,"
to UOB Radanasin Bank Public Company Limited, hereinafter called the "Bank," for
the total amount of guarantee Baht 190,000,000.00 (One Hundred Ninety Million
Baht), as follows :
1. The obligations under this guarantee contract are overdraft, loans,
debt 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; 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,
though the said debts may be one or several types or incurred at
different times, and in whichever amount the debts may be, hereinafter
called the "primary debt."
Both parties mutually understand that the Guarantors shall be liable to
not only the guarantee amount prescribed above, but also the
accessories thereof such as the unpaid interest and compensation
payment of the debtor, encumbrances which are accessories of the
primary debt, including all expenses that the Bank has to pay in
collection or litigation against the debtor for enforcement of
performance of obligations as well.
As the guarantee under this contract shall be for the existing primary
debt that the debtor has with the Bank and/or the debts the debtor may
have with the Bank in the future, the Guarantors agree that for as long
as the Bank has not canceled the guarantee under this contract though
at any time the debtor may have no obligation with the Bank, the
Guarantors agree that this Guarantee Contract shall remain valid in
order to guarantee the future debts.
2. In case the debtor is in default of repayment of the above primary
debt, be it all items or separate item, or there is a request for
business reorganization of the debtor, or an action has been entered
against the debtor for Bankruptcy, 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, under any
circumstances that may cause the Bank to be unable to receive repayment
of the said primary debt, 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 as the joint debtors of the obligations under
Clause 1 forthwith. Thereby, the Guarantors agree to perform the
obligations to the Bank promptly and/or consent the Bank to deduct such
amount and/or the right of claim of the Guarantors under Clause 11
and/or enforce the pledged property of the Guarantors under Clause 12,
as the Bank wishes, without having to demand the debtor to perform the
obligations first, though the debtor may have property, and without
prejudice to the right of the Bank to proceed to demand or enter an
action against the debtor, the heir or the estate and/or the subrogee
of the rights and duties of the debtor to perform the obligations
first, as the Bank deems appropriate. In such case, if the Bank has not
received performance of obligations, or has received the same but not
in full, the Guarantors consent that the Bank has taken such action for
the Guarantors, and the Guarantors consent to pay the outstanding debt
or the remaining amount promptly, and agree to make reimbursement on
the fees and/or expenses the Bank has paid for taking such action,
whether the Bank has notified the Guarantors in advance or not, and
whether the Bank has demanded or entered an action against the
Guarantors jointly with the debtor, the heir or the estate and/or the
subrogee of the rights and duties of the debtor or not.
In case any particular item of the primary debt guaranteed under this
contract is a debt that the Bank is binding to perform the obligations
that the debtor has with a third party such as issuance of letter of
guarantee, aval/guarantee of promissory notes or other debt in such
nature, the Guarantors hereby consent that if the creditor according to
the said right of claim demands payment from the Bank according to the
burden the Bank has made, 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.
3. This guarantee shall be valid continuously, whereby the Guarantors
shall not revoke it under any circumstances, for as long as the Bank
has not received performance of obligations under Clause 1 in full. In
case a Guarantor dies, the Guarantor consents that the obligations or
duties of the Guarantor under this contract shall be devolved to the
heir or the estate or the subrogee of the rights and duties of the
Guarantor in full amount of the obligations for as long as the Bank has
not received performance of the obligations under Clause 1 in full.
4. This guarantee shall bind the Guarantors completely, though it may
appear at a later date that the debtor shall not be liable 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 knew
of the misunderstanding or incompetence or not.
5. In case the debtor dies and the Bank has not entered an action for
enforcement 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 consent to be liable to performance of the
outstanding obligations jointly with the debtor as the joint debtor
according to the outstanding amount the debtor has with the Bank
accordingly.
6. The Guarantors consent the Bank to grant leniency and/or reduce the
debt and/or compromise and/or permit debt restructuring to the debtor
on every occasion, whether the Guarantors have been notified in advance
or not, and that the Guarantors shall waive the right on the debtor's
defense against the Bank when the Bank demands the Guarantors to comply
with the contract.
7. 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.
8. The Guarantors consent 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.
9. As security for compliance with this contract, the Guarantors consent
to submit the following securities and/or property to the Bank and/or
consent to the following proceedings
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the Guarantors confirm that the Guarantors are the legitimate owner of
the above securities and/or property, with no encumbrance whatsoever.
10. With regard to the property submitted to the Bank under Clause 9, the
Guarantors and the Bank agree that though such property may be retained
at the premises of the Guarantors or at the premises of the agent or
the depository of the Guarantors, or the Guarantors or the agent or the
depository of the Guarantors continue to retain such property, it shall
be deemed as retention on behalf and in the name of the Bank, whereby
or the Guarantors or the agent or the depository of the Guarantors
shall be in the position of depository only. Retention of the property
may be relocated to other place only after a written permission has
been obtained from the Bank. Should any damage occur to such property
in whichever manner, the Guarantors shall not cite it as a reason for
refusal of liability, thereby the Guarantors shall remain binding to
perform the obligations under this contract to the Bank in all
respects. The Guarantors shall not charge the fee or remuneration for
retention of such property from the Bank.
11. The Guarantors consent the Bank to deduct money from all deposits Bank
accounts the Guarantors have with the Bank and/or other money that the
Guarantors have with the Bank and/or the Guarantors are entitled to
receive from the Bank, including the money that the Guarantors are the
owner or the creditor of the Bank, including all rights of claim the
Guarantors have with the Bank or may claim from the Bank for
performance of obligations of the Guarantors under this contract
immediately.
In case there is no fund in the said Bank account and/or other money
that the Guarantors have with the Bank and/or the Guarantors are
entitled to receive from the Bank, including the money that the
Guarantors are the owner or the creditor of the Bank, including all
rights of claim prescribed in the previous paragraph, for deduction, or
there is some fund but insufficient for performance of obligations, the
Guarantors consent the Bank to exercise discretion to debit the amount
that the Guarantors must be responsible for the whole amount or the
amount after deduction of the debt, into the current account that the
Guarantors have with the Bank in order for the Guarantors to remain in
debt of overdraft, and the Guarantors consent to pay accumulated
interest for the overdraft to the Bank at the maximum interest rate for
general customers 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 contract is
fixed at 11.75% p.a., and is subject to change as to be announced by
the Bank from time to time. However, if it appears that the overdraft
exceeding the agreed amount, the Guarantors consent the Bank to charge
interest for the debt exceeding the agreed amount or temporary at the
maximum interest rate of the overdraft exceeding the agreed amount
temporary that the Bank has announced under the Notification of the
Bank of Thailand on Procedure for Commercial Banks Regarding Interest
and Discount, which at the time of making this contract is fixed at
18.00% p.a. and is subject to change as announced by the Bank from time
to time. If the Guarantors are in default of the conditions set forth
in the application for opening the current account and/or the Overdraft
Agreement made with the Bank, the Guarantors consent to pay interest at
the maximum interest rate for the default customers that the Bank has
announced under the Notification of the Bank of Thailand on Procedure
for Commercial Banks Regarding Interest and Discount, which at the time
of making this contract is fixed at 18.00% p.a. and is subject to
change as to be announced by the Bank from time to time instead of the
said maximum interest rate according to the general practice of
charging accumulated interest in the current accounts of commercial
banks, effective the date on which the overdraft incurred.
12. The Guarantors agree that if there are other property of the Guarantors
in possession of the Bank, it shall be deemed that the Guarantors have
pledged such property with the Bank as well, and the Guarantors consent
the Bank to enforce the pledged property for performance of obligations
of the Guarantors.
13. In case of one or several guarantors at this time, or the Bank deems to
have one or several persons to be the guarantors additionally at this
time or at a later date, the Bank has the right to relieve the
guarantee or change the guarantor, without having to notify or obtain
the consent of any or all Guarantors, be it the relieve or change of
one or several Guarantors, or relieve the guarantee either in whole or
in part.
If the Bank has taken any action described in the previous paragraph,
the remaining Guarantor(s) consent to continue to be liable to the
primary debt in full and in all respects, whereby the said relieve or
change of the Guarantors shall not be the cause for relieving the
liabilities under this contract, either in whole or in part, and it
shall not be cited as the reason and/or a defense which may occur under
Section 293 and Section 296 of the Civil and Commercial Code, as the
reason for relieving the liabilities or the defense against the Bank in
order to be relieved from the liabilities.
14. All correspondence, collection letters, notices or other documents to
be forwarded to the Guarantors, by registered or regular mail, or by
messenger, if having been forwarded to the above address, it shall be
deemed as having been duly forwarded to the Guarantors, disregard the
fact that there is a recipient or not, and though it could not be
forwarded due to the fact that such address has been changed or
demolished and the Guarantors have failed to notify such change or
demolition in writing to the Bank, or due to the fact that such address
could not be found, it shall be deemed that the Guarantors has
acknowledged the same accordingly.
The Guarantors, having read and understood this contract and found it to be in
accordance with their intention, hereunder sign their names and affix seal (if
any) on the date indicated above.
- signed - Guarantor
(Mr. Xxxxxx Xxxxxxxxxxxx)
- signed - Guarantor
(Mr. Viratana Suntaranond)
- signed - Witness
(Fusak Thamsumet)
- signed - Witness
(Sutthida Sutthiprasoet)
