SIAM CITY BANK PUBLIC COMPANY LIMITED
Guarantee Contract
Made at Head Office
21 May 2001
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, and
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,
hereinafter called the "Guarantors" agree to make this contract with Siam City
Bank Public Company Limited, hereinafter called the "Bank" as evidence that :
1. Whereas the Bank has granted King Power Duty Fee Co., Ltd., hereinafter
called the "Debtor," to borrow money or draw overdraft or create
various debts such as opening letter of credit, making trust receipt,
requesting for issuance of all kinds of letter of guarantee, aval of
promissory notes, sale at a discount of promissory notes or
transferable or non-transferable financial instruments, BIBF loan, or
any other financial instrument or commercial instrument, or extension
of credit facilities to the debtor in any form, or the debtor is liable
to reimbursement to the Bank, for the total amount of Baht
310,000,000.00 (Three Hundred and Ten Million Baht), the Guarantors
agree to guarantee performance of obligations, be it the existing
credit facilities or liabilities or those to be incurred in the future,
including the unpaid interest and compensation payment of the debtor,
as well as accessories thereof which shall include transfer of the
credit facilities and debt to other branch of the Bank.
2. If the debtor fails to perform obligations under Clause 1 due to
whatever reasons, or is subject to receivership by court order, becomes
bankrupt, dies, becomes incompetent person, disappears from the
residence, or any circumstances causing the Bank to not receive
performance of obligations under Clause 1, either in whole or in part,
and whether it is due date according to the agreement or not, the
Guarantors consent to be liable as joint debtor for performance of
obligations according to such agreement forthwith.
3. If the Bank extends period of performance of obligations to the debtor
or changes the condition of the debts in any case, including change of
interest rate according to the Bank's procedure, with or without
notifying the Guarantors, it shall be deemed that the Guarantors
consent to the same on every occasion and shall not cite such extension
or change or debt structuring as the reason for relieving the
Guarantors' liabilities.
4. In case the debtor is in default or unable to perform the obligations,
the Guarantors shall waive the right to demand the Bank to enforce
payment from the debtor's property before demanding payment from the
Guarantors, and shall not cite the debtor's defense that the Guarantors
are not liable because prescription of such debt has expired for
enforcement of payment from the debtor or the heir or the executor of
the estate or the subrogee of rights and duties of the debtor, and
shall waive the right to make a defense on the advantage of the time of
beginning or the end of the debtor and that of the Guarantors, without
prejudice to the right of the Bank to demand or enter an action against
the debtor or the estate or the subrogee of rights and duties of the
debtor to perform the obligations first, as the Bank deems appropriate.
In this case, if the Bank has not received performance of obligations
in full, the Guarantors consent that such action of the Bank shall be
deemed for the benefit of the Guarantors, therefore the Guarantors
agree to immediately pay the outstanding amount and shall reimburse all
fees and expenses paid by the Bank in this regard whether the Bank has
notified the Guarantors in advance or not and though not demanding or
entering an action against the Guarantors jointly with the debtor or
the estate or the subrogee or rights and duties of the debtor.
5. This guarantee shall bind the Guarantors completely though it may be
cited that the debtor is an incompetent person or bankrupted or subject
to receivership by court order, or entering into the agreement and
creating the debt due to misunderstanding and whether the Guarantors
have known of such incompetence or misunderstanding or not. The
Guarantors shall not be released from liabilities for the full amount
due to the fact that the Bank has released other guarantor or liable
person, or the Bank may take any action causing the Guarantors to not
be able to subrogate, in whole in part, the rights of mortgage, pledge,
preferential right or any right already given or may be given to the
Bank prior to or at the time of making this guarantee contract.
6. The Guarantors agree that this guarantee contract shall be valid
continuously, whereby the Guarantors shall be released from liabilities
only after the debtor has performed the obligations or the Guarantors
have performed the obligations on behalf of the debtor to the Bank
accordingly, and the Bank shall permit the release from guarantee in
writing only. Restructuring of the debt, by changing of subject of the
obligations or change of the debtor, shall not release the Guarantors
from the liabilities under this contract.
7. Should there be any money of the Guarantors, and/or money that the
Guarantors are a joint owner with other person(s), in deposit accounts
with the Bank, and/or money of the Guarantors and/or money that the
Guarantors are a joint owner with other person(s) having in hand, in
possession, retention, or within the authority of the Bank's executor,
the Guarantors consent the Bank to deduct the whole amount of such
money to perform the obligations and/or the Guarantors' liabilities
under this contract at any time that the Bank deems appropriate,
whether such debt or liability becomes due or not, and without having
to notify the Guarantors in advance.
8. If the Guarantors are in breach of any clause herein, the Guarantors
agree to compensate for all damages occurred to the Bank due to the
Guarantors' breach of contract, including all expenses incurred from
requesting, demanding, taking legal action, execution of the judgment,
investigation of property, and enforcement for performance of
obligations in full.
The Guarantors have read and understood this contract entirely, and hereunder
sign their names (and affix seal, if any) in the presence of witnesses.
- signed - Guarantor - signed - Guarantor
(Mr. Viratana Suntaranond) (Mr. Xxxxxx Xxxxxxxxxxxx)
- signed - Witness - signed - Witness
(Mrs. Nathaya Witayabusarakham) (Ms. Kanitha Chongcharoenpanich)
