SICCO CAD-012
Guarantee Contract
This contract is made at Sin Industries Finance Public Company Limited, 3rd-4th
Floor Sinthon Tower II, 130-132 Wireless Road, Lumpini, Pathum Wan, Bangkok
Metropolis 10330, on 19 October 2000, as evidence that the undersigned,
a. Mr. Xxxxxx Xxxxxxxxxxxx, aged 42, Thai race, Thai nationality, residing
at Xxxxx Xx. 00, Xxx Xxxxxxxxx 00, Xxxx Chak Sub-district, Phra Khanong
District, Bangkok Metropolis, and -Signed-
b. Mr. Viratana Suntaranond, aged 59, Thai race, Thai nationality, residing
at House Xx.000-000-000, Xxx Xxxxx 0,Xxx Ratchabopit Sub-district, Phra
Nakhon District, Bangkok Metropolis, -Signed-
x. Xxxx Power Tax Fee Co., Ltd., with offices at 989, Rama I Road, Pathum
Wan Sub-district, Pathum Wan District, Bangkok Metropolis, -Signed-
(Seal of King Power Tax Free Co., Ltd.)
hereinafter called the "Guarantor" consent to guarantee the performance of
obligations of King Power Duty Fee Co., Ltd., hereinafter called the "Debtor,"
to Sin Industries Finance Public Company Limited, hereinafter called the
"Company," for the total amount of guarantee Baht 30,000,000.00 (Thirty Million
Baht Only), as follows :
1. The obligations under this contract are loans, debt related to sale at a
discount or acceptance of sale at a discount of promissory notes or other
debt related to promissory notes, debt related to the letters of
guarantee issued by the company 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. In case the company has taken Thai Baht, in
whichever amount, to purchase or exchange into the foreign currency to
perform the obligations according to the guarantee under this contract,
such amount of Thai Baht shall be deemed as the amount of guarantee that
the guarantor shall be liable to the company under this guarantee
contract.
Both parties mutually understand that the guarantor shall be liable to
not only the guarantee amount prescribed above (if any), but also the
accessories thereof such as the unpaid interest and compensation payment
of the debtor, encumbrances which are accessories of debt, including all
damages that the company has to pay for collection or litigation against
the debtor for enforcement of the performance of obligations as well.
As the guarantee under this contract is for the existing debts that the
debtor has with the company and/or the debts the debtor may have with the
bank in the future, the guarantor agree that for as long as the company
has not canceled the guarantee under this contract though at any time the
debtor may have no obligation with the company, the guarantor agree that
this guarantee contract shall remain valid in order to guarantee the
future debt.
2. In case the debtor fails to perform the above obligations, be it all
items or separate item, or is subject to receivership by court order, or
dies or becomes incompetence or quasi-incompetence or disappears or
leaves the residence and cannot be found, or under any circumstances
causing the company not to receive performance of the said obligations,
or the debtor can no longer take advantage of the beginning or the end of
the term, or in case the debtor has entered into a compromise agreement
with the company and then defaulted on the compromise agreement, the
guarantor agree to be liable as the joint debtor with the debtor of the
obligations under Clause 1 and/or the obligation under the compromise
agreement made between the debtor and the company immediately, whereby
the guarantor agree to perform the obligations to the company promptly
and/or consent the company to deduct such amount from the deposits and/or
right of claim and/or foreclose the pledged property of the guarantor
under Clause 9, as the company 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 company to proceed
with litigation 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 company deems appropriate, and in such case if
the company has received performance of obligations or having received
but not in full amount, the guarantor consent that the company has taken
such action for the guarantor and the guarantor consent to perform the
outstanding amount promptly and consent to pay all fees and/or expenses
that the company has paid for the said proceedings, whether the company
has notified the guarantor before or not, and whether the company may
demand or proceed with litigation against the guarantor jointly with the
debtor, the heir or estate, and/or the subrogee of the rights and duties
of the debtor or not.
3. This guarantee shall be valid continuously, whereby the guarantor shall
not revoke it under any circumstances, for as long as the company has not
received performance of obligations under Clause 1 and/or the obligation
under the compromise agreement entered between the debtor and the company
in full, and/or in case the guarantor dies, the guarantor consent that
the obligations or duties of the guarantor under this contract shall
devolve 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 company has not received performance of the obligations described in
Clause 1 in full.
4. This guarantee shall bind the guarantor completely, though it may appear
at a later date that the debtor shall not be liable to the company 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 guarantor know of the
misunderstanding or incompetence or not.
5. The company reserves the right to claim or not to claim or to release any
guarantor, without having to request for consent or to notify other
guarantor, thereby the remaining guarantor shall continue to be liable to
the total obligations accordingly.
6. In case the debtor dies and the company has not sued 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 guarantor shall not
raise preclusion by prescription as a defense against the company, and
shall consent to be liable to performance of the outstanding obligations
to the company accordingly.
7. The guarantor consent the company to grant leniency to the debtor as the
company deems appropriate without having to notify any or all guarantor
first, and it shall be deemed that the guarantor agree to such leniency
on every occasion, and that the guarantor waive the right on the debtor's
defense against the company when the company demands the guarantor to
comply with the contract.
8. Though it may appear that any act of the company may cause the guarantor
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 company prior to or at the time of entering into this contract, the
liabilities of the guarantor under this contract shall not be relieved,
either in whole or in part.
9. The guarantor consent the company to deduct money from the existing
deposits and/or right of claim of the guarantor having with the company
for performance of obligations of the guarantor under this contract
immediately, and other property of the guarantor in possession of the
company shall be deemed as having been pledged the with the company, and
the guarantor consent the company to foreclose the pledge of such
property for performance of obligations of the guarantor.
10. The guarantor 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 guarantor
as well.
11. The guarantor consent the company to transfer any right of claim that the
company has with the guarantor, either in whole in part, to any person as
the company deems appropriate, thereby the guarantor consent to be liable
to performance of obligations of the debtor continuously until the
company and the transferee of the right of claim have received
performance of the obligations under Clause 1 in full.
12. In case any part or clause of this contract is invalid, both parties
agree that only that particular part or clause shall be invalid, while
the remaining part being valid shall continue to bind parties to the
contract accordingly.
13. All correspondence, letters and/or notices that the company has forwarded
to the guarantor, by registered or regular mail, or by messenger, if
having been forwarded to the above address herein, it shall be deemed as
having been legitimately forwarded to the guarantor, without regard to
whether 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
guarantor has 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 guarantor has acknowledged the same accordingly.
The guarantor, having read and understood the contents of this contract
entirely, hereunder sign their names in the presence of witnesses.
- signed - Guarantor
(Mr. Xxxxxx Xxxxxxxxxxxx)
- signed - Guarantor
(Mr. Viratana Suntaranond)
(Seal of King Power Tax Free Co., Ltd.)
- signed - Guarantor
(King Power Tax Free Co., Ltd.)
- signed - Witness
(Mr. Wichai Chokphattharamontri)
- signed - Witness
(Miss Wikanda Motdara)
