Letter of Guarantee
Made at Thai Military Bank Public Company Limited
19 November 1998
We, Downtown D.F.S. (Thailand) Co., Ltd., with offices at 000/00-00 Xxxxxxxxx
Xxxx, Xxxxxxx, Xxx-xxxxxxxx, Xxxxxx Xxx Xxxxxxxx, Xxxxxxx Metropolis,
hereinafter called the "Guarantor", hereby made this Letter of Guarantee with
Thai Military Bank Public Company Limited, hereinafter called the "Bank", as
follows :
1. Whereas the Bank has allowed King Power Duty Free Co., Ltd., hereinafter
called the "Debtor" to borrow money, draw overdraft, sell discounted
promissory note, open Letter of Credit and make trust receipt, packing
credit, or request the Bank to issue Letter of Guarantee or aval or certify
promissory note or any item incurring debt existing at present and to be
incurred in the future for an amount of Baht 306,000,000.00 (Three Hundred
and Six Million Baht only), the Guarantor consents to guarantee and be
liable as a joint debtor in paying the outstanding debt including interest
and compensation as well as encumbered charges which are accessories of
this debt in full, or though the Debtor is in default of the said payment
due to whatever reasons or becomes bankrupted or dies or becomes
incapacitated person or disappears or departs from the domicile or could
not be found or in any case causing the Bank not to receive payment, the
Guarantor consents to be liable as a joint debtor in paying the debt plus
interest at a rate of 18.50% p.a.
2. In the case where the Bank has received a demand for payment under the
Letter of Guarantee issued for the Debtor, it is in the Bank's discretion
to make such payment without having to notify the Guarantor or obtain the
Guarantor's consent, and the Guarantor consents to be liable as a joint
debtor in paying the debt plus interest at the above stated rate, including
all damages, fees and other expenses incurred therefrom with no condition
whatsoever.
3. The Guarantor confirms that the above stated domicile is a domicile of the
Guarantor. Any notice of the Bank having been forwarded to the address of
the Guarantor as appeared in this Letter of Guarantee by registered mail or
hand delivery shall be deemed as having been received legally by the
Guarantor, whether the Guarantor has personally received or signed
acceptance of such notice or not.
The Guarantor waives the right to demand the Bank to enter an action or
demand payment from the Debtor's property or the Debtor first. This shall
not deprive the Bank's right to demand or enter an action against the
Debtor or the estate or the subrogee or the Debtor's duty to repay the debt
first as the Bank deemed appropriate. In this case, if the Bank has not
received payment in full, the Guarantor consents that such action of the
Bank is done on behalf of the Guarantor. The Guarantor shall then agree to
pay the remaining debt at once as well as compensate the Bank all fees and
expenses paid by the Bank, regardless of the fact whether the Bank has
notified the Guarantor or not, or whether a demand is filed or legal action
taken against the Guarantor jointly with the Debtor or estate or debtor's
transferee.
5. The guarantee shall remain effective and oblige the Guarantor as long as
the Debtor still owes the Bank since the debt stated in Section 1 or 2 is
not paid back to the Bank in full:
A. even though it appears that the debt in Section 1 does not oblige the
Guarantor since the Debtor did it mistakenly or without authority or
incompetence, the Guarantor shall not yet be deprived for the
liabilities, regardless of the fact that whether the Guarantor was
aware of it at the time of Agreement signing or not.
B. even though it appears that an act of the Bank causes the Guarantor
unable to accept the transfer of entire or partial right, pledge or
preferred rights obliged by the Debtor to the Bank before or at the
time of agreement signing, the Guarantor shall not yet be deprived of
the liabilities entirely or partially.
C. at each time the Bank agrees to relax or defer Debtor's payment even
without notice to the Guarantor, the Guarantor shall also agree with
the deferment and the Guarantor's liability shall not be deprived due
to the deferment.
6. As a guarantee to execute the Agreement, the Guarantor agrees to
place......................................................................
7. If the Debtor breaks one or all sections in the Agreement, and if it has to
be taken to court, the Bank has the right to choose a civil court or a
local court where the Debtor or Bank is situated or vicinity of a court in
which the Agreement is signed, whichever the Bank deems appropriate.
As evidence hereof, the Guarantor has signed his name in the presence of
witnesses and hand over this Agreement to the Bank ot hold.
...................signed.....................Guarantor
(Xxxx. Xxxxx Xxxxxxxxxxx) Authorized Director
...................signed.....................Witness, Spouse who
(Miss Xxxxxxxx Xxxxxxxxxxx) gives a consent
...................signed.....................Witness
(Mrs. Xxxxxxxxx Xxxxxxxxxxxx)
