SICCO
Guarantee Contract
This contract is made at Sin Industries Finance Public Company Limited, 3rd-5th
Floors, Sinthon Tower II, No. 130-132, Wireless Road, Xxxxxxx Xxx-xxxxxxxx,
Xxxxxx Xxx Xxxxxxxx, Xxxxxxx Xxxxxxxxxx 00000, on 24 December 2001, as evidence
that the undersigned,
a. Mr. Xxxxxx Xxxxxxxxxxxx, aged 43 years, Thai race, Thai nationality,
residing at house Xx. 00, Xxx Xxxxxxxxx 00, Xxxx Chak Sub-district,
Phra Khanong District, Bangkok Metropolis;
b. Mr. Viratana Suntaranond, aged 60 years, Thai race, Thai nationality,
residing at house Xx. 00/0, Xxxxxxx Xx. 0, Xxxxxxxxx Xxx-xxxxxxxx, Bang
Khen District, Bangkok Metropolis; and
x. Xxxx Power Tax Free Co., Ltd., Thai nationality, with offices at No.
989, Rama I Road, Pathum Wan Sub-district, Pathum Wan 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 Sin Industries Finance Public Company Limited, hereinafter called the
"Company," for the total amount of Baht 100,000,000.00 (One Hundred Million
Baht), as follows :
1. The obligations under this contract consisting of loans, debts related
to sale at a discount or acceptance of sale at a discount of promissory
notes or other debt related to promissory notes, debts related to the
letters of guarantee issued by the Company for the debtor, and the
existing and future debts the debtor has with the Company. 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 Guarantors shall be liable
to the Company under this Guarantee Contract.
Both parties mutually understand that the Guarantors 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 expenses 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 and future
debts that the debtor has with the Company, the Guarantors 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 obligations with the
Company, the Guarantors agree that this guarantee contract shall remain
valid in order to guarantee the future debts.
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
departs the residence and cannot be found, or under any circumstances
causing the Company to not 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 Guarantors agree to be liable as the joint debtors with
the debtor of the obligations prescribed in Clause 1 and/or the
obligation under the compromise agreement made between the debtor and
the Company forthwith, whereby the Guarantors agree to perform the
obligations to the Company promptly and/or consent the Company to
deduct such amount from the deposits and/or rights of claim and/or
foreclose the pledged property of the Guarantors 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 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 Company
deems appropriate, and in such case if the Company has received
performance of obligations or having received but not in full amount,
the Guarantors consent that the Company has taken such action for the
Guarantors and the Guarantors consent to pay 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
Guarantors in advance or not, and whether the Company may demand or
enter an action against the Guarantors 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 Guarantors
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 obligations under the compromise agreement entered between
the debtor and the Company in full, and/or in case the Guarantors die,
the Guarantors consent that the obligations or duties of the Guarantors
under this contract shall be devolved to the heir or the estate or the
subrogee of the rights and duties of the Guarantors in full amount of
the obligations for as long as the Company 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
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
Guarantors know of the misunderstanding or incompetence or not.
5. The Company reserves the right to claim or not to claim or to release
any Guarantors, without having to request for consent or to notify
other Guarantors, thereby the remaining Guarantors shall continue to be
liable to the total obligations accordingly.
6. In case the debtor dies and the Company has not entered an action
enforcing payment 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 Company, and shall consent to be liable to performance of
the outstanding obligations to the Company accordingly.
7. The Guarantors consent the Company to grant leniency to the debtor as
the Company deems appropriate without having to notify any or all
Guarantors first, and it shall be deemed that the Guarantors agree to
such leniency on every occasion, and that the Guarantors waive the
right on the debtor's defense against the Company when the Company
demands the Guarantors to comply with the contract.
8. Though it may appear that any act of the Company 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 Company 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.
9. The Guarantors consent the Company to deduct money from the existing
deposits and/or rights of claim that the Guarantors have with the
Company for performance of obligations of the Guarantors under this
contract immediately, and other property of the Guarantors in
possession of the Company shall be deemed as having been pledged the
with the Company, and the Guarantors consent the Company to foreclose
the pledge of such property for performance of obligations of the
Guarantors.
10. 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.
11. The Guarantors consent the Company to transfer any right of claim that
the Company has with the Guarantors, either in whole in part, to a
third party as the Company deems appropriate, thereby the Guarantors
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 shall be valid and binding both parties accordingly.
13. All correspondence, letters and/or notices that the Company has
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, 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
Guarantors have failed to notify such change or demolition in writing
to the Company, or due to the fact that such address could not be
found, it shall be deemed that the Guarantors have acknowledged the
same accordingly.
The Guarantors, 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)
(Company Seal Affixed) - Signed - Guarantor
(King Power Tax Free Co., Ltd.)
- Signed - Witness
(Adisorn Sriwongthong)
- Signed - Witness
(Mr. Nathawut Laohakuljit)
Thor.Dor. 15 Form
(Official Emblem)
Land Mortgage Contract as Collateral
Land
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Title Deed Xx. 0000, Xxxx Xx. 000, Xxxxxx Page No. 8646, Xxx Xxx Xx
Sub-district, Xxx Xxx Xx District, Pathum Thani Province
This Land Mortgage Contract is made on 25 December 2001, at the Pathum Thani
Provincial Land Office, Xxx Luk Xx Xxxxxx
between King Power International Co., Ltd, the Mortgagor, Thai nationality,
represented by Xx. Xxxxxx Thirapanyatham, with offices at 26th & 27th Floors,
Siam Tower, No. 989 Rama I Road, Pathum Wan Sub-district, Pathum Wan District,
Bangkok Metropolis,
and Sin Industries Finance Public Company Limited, the Mortgagee, Thai
nationality, represented by Mr. Somchai Nutchadee, with offices at 3rd-5th
Floors, Sinthon Tower II, No. 130-132, Lumpini Sub-district, Pathum Wan
District, Bangkok Metropolis, Tel. 000-0000.
Both parties agree as follows :
1. The Mortgagor agrees to mortgage the whole plot of the above land with
the Mortgagee as collateral for performance of obligations, consisting
of loan, promissory note and all types of debt that the Mortgagor
and/or King Power Duty Free Co., Ltd. have with Sin Industries Finance
Public Company Limited, the Mortgagee, at present or at any time in the
future, for Baht 100,000,000.00 (One Hundred Million Baht), at the
interest rate indicated in the Addendum to Land Mortgage Contract, and
shall pay interest on monthly basis.
2. The Mortgagee agrees to take on mortgage of the above plot of land
under Clause 1 in all respects.
3. -
4. The existing structures on the land, and the terms and conditions shall
be according to the Addendum to Land Mortgage Contract, which shall be
deemed part of this contract.
Both parties agree that the Mortgagee shall take hold of the title deed
throughout validity of this Land Mortgage Contract.
This Land Mortgage Contract is made in triplicate, one copy for the Land Office,
and the Mortgagor and the Mortgagee each retaining one copy. (This copy is for
the Mortgagor)
Both parties, having checked and understood this contract entirely, hereunder
sign their names or affix finger print as evidence in the presence of witnesses
and the Land Officer.
Mortgagor - Signed - (Power of Attorney dated 25 December 2001)
Mortgagee - Signed - (Power of Attorney dated 25 December 2001)
Witness - Signed -
Witness - Signed - (Xxxx Xxxxxxx Thorhun)
This Land Mortgage Contract is made in the presence of - Signed - Land Officer
(Miss Arphon Kitticharoenrat)
(Official Seal Affixed)
- Signed - (Xxxx Xxxxxxx Thorhun) Writer
- Signed - (Illegible) Checker
SICCO
Addendum to Land Mortgage Contract as Collateral
Land
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Title Deed Xx. 0000, Xxxx Xx. 000, Xxxxxx Page Xx. 0000, Xxx Xxx Xx Xxx-xxxxxxxx
(Xxxxxx Xxx Xx, Xxx Xxxx Nuea), Xxx Xxx Xx District, Pathum Thani Province
This Addendum to Land Mortgage Contract is made on 25 December 2001, at the
Pathum Thani Provincial Land Office, Xxx Luk Xx Xxxxxx, between King Power Duty
Free Co., Ltd, Thai nationality, with offices at 26th & 27th floors Siam Tower,
No. 989, Rama I Road, Pathum Wan Sub-district, Pathum Wan District, Bangkok
Metropolis, (represented by Xx. Xxxxxx Thirapanyatham, the appointee),
hereinafter called the "Mortgagor," of one part, and Sin Industries Finance
Public Company Limited, Thai nationality, with offices at 3rd-5th Floors,
Sinthon Tower II, No. 130-132, Wireless Road, Lumpini Sub-district, Pathum Wan
District, Bangkok Metropolis, (represented by Mr. Somchai Nutchadee, the
Appointee), hereinafter called the "Mortgagee," of the other part. Both parties
agree as follows :
1. The Mortgagor agrees to mortgage and the Mortgagee agrees to accept the
mortgage of the land of the Mortgagor according to the above title
deed, with the existing structures at the time of entering into the
contract and those to be constructed in the future, hereinafter called
collectively the "Mortgaged Property," as collateral for performance of
obligations consisting of loan, debts related to promissory note, sale
of promissory note at discount, acceptance of sale of promissory note
at discount, debts related to aval of promissory note, debts related to
guarantee of the Mortgagor, and besides such debts, having been
mortgaged as collateral for other debt that the Mortgagor and/or King
Power Duty Free Co., Ltd. (hereinafter called the "above mentioned
debtor") have with the Mortgagee, before and/or at the time of entering
into the contract and/or all types of above debt to be incurred in the
future, be it one or several types of debt, for Baht 100,000,000.00
(One Hundred Million Baht), including the accessories thereof such as
interest, compensation for non-performance, expenses and fees on
foreclosure that the Mortgagor or the above mentioned debtor consent to
pay to the Mortgagee separately, and the Mortgagor agrees that the
mortgaged property shall be collateral for such accessories as well.
It is understood explicitly that the amount of the principal specified
in the previous paragraph shall be the limit of the rights of the
Mortgagor or the above mentioned debtor to create the debts not
exceeding the specified amount only, without prejudice to the right of
the Mortgagee to foreclose the mortgage for the principal amount
exceeding the specified amount due to accumulation of interest
according to Clause 2, or for the principal and accessories thereof,
totaling not exceeding the specified amount, or the principal exceeding
the specified amount due to whatever reasons.
As the mortgaged property shall be collateral for such debts in the
first paragraph that the Mortgagor and/or the above mentioned debtor
have with the Mortgagee before and/or at the time of entering into the
contract and/or all types of debt to be incurred in the future, the
Mortgagor and the Mortgagee agree that for as long as the Mortgagor has
not registered redemption of the mortgage, though there is no
outstanding debt, this mortgage contract has not ended and shall be
valid as collateral for all types of debt that the Mortgagor and/or the
above mentioned debtor have with the Mortgagee in the future.
Moreover, in case of conversion of debt, the Mortgagor agrees that the
right on mortgage shall be transferred from the existing debt to the
new debt.
2. The Mortgagor consents the Mortgagee to charge interest for the
principal in total that the Mortgagor and/or the above mentioned debtor
have with the Mortgagee at the maximum rate that the Mortgagee
announces in accordance with the Bank of Thailand's Notification on
Procedure of Finance Companies Regarding Loan or Acceptance Deposits
from the Public and Interest Rate or Discount that Finance Companies
May Pay or Charge, which at the time of entering into this contract is
21.0% p.a. and subject to change, whereby the Mortgagee shall announce
from time to time, and the Mortgagor or the above mentioned debtor
shall pay to the Mortgagee on monthly basis, on the last day of the
month. If the Mortgagor is in default of payment of such interest for
one year, the Mortgagor consents the Mortgagee to accumulate the
outstanding interest to the principal upon the date of completion of
one year, and the Mortgagor shall pay interest for such principal at
the same rate until payment is made in full.
3. During the validity of this Land Mortgage Contract, if the mortgaged
property has devalued due to whatever reasons, the Mortgagee is
entitled to call for additional mortgage of other property in order to
cover the obligations under Clause 1 and Clause 2. If the Mortgagor
fails to comply or shall be unable to comply with such request, the
Mortgagee is entitled to call the Mortgagor to perform the obligations
and enforce foreclosure immediately.
4. In case the net proceeds deriving from the auction of the mortgaged
property after foreclosure shall be insufficient to perform the
obligations, or in case the Mortgagee has taken the mortgaged property
after foreclosure and the value thereof appears to be lower than the
obligations in whichever amount, or in case the authorities has called
for expropriation of the mortgaged property and made compensation
payment lower than the obligations in whichever amount, the Mortgagor
agrees to pay the difference thereof from the Mortgagor's other
property to the Mortgagee accordingly.
5. In case the Mortgagee has taken the mortgaged property after
foreclosure and there appears to be outstanding amount of tax/duty
related thereto or payable before the foreclosure, the Mortgagor shall
pay such tax/duty. If the Mortgagee has made such payment, it shall be
deemed as having paid on behalf of the Mortgagor and is entitled to
call for reimbursement, including the relevant expenses.
6. The Mortgagor shall maintain the mortgaged property to be in proper
condition at all times, throughout validity of this contract, and the
expenses on repair shall be borne by the Mortgagor.
7. The Mortgagor shall arrange for insurance of the structures existing at
the time of entering to this contract and those to be constructed in
the future, with an insurance company endorsed by the Mortgagee, for
the insured sum specified by the Mortgagee, without prejudice to the
right of the Mortgagor to increase the insured sum. The Mortgagor shall
renew the insurance policy to have the coverage throughout validity of
this contract. All insurance premiums shall be borne by the Mortgagor.
The Mortgagee is entitled to request the Mortgagor to indicate or
endorse the insurance policy to have the Mortgagee as the beneficiary,
and the Mortgagor shall submit the insurance policy to the Mortgagee
for retention.
8. Throughout validity of this contract, if the Mortgagor shall create or
extend the encumbrance of the mortgaged property such as leasing out,
permitting for dwelling, permitting to construct or take any action to
the mortgaged property which may cause impairment or derogation or loss
the right of the Mortgagee, the Mortgagor must obtain a prior written
permission of the Mortgagee. Any action of the Mortgagor in breach of
this mortgage contract shall not be binding the Mortgagee, and the
Mortgagee is entitled to reject such action of the Mortgagor.
9. In case of any problem regarding ownership of the Mortgagor in the
mortgaged property, or the Mortgagor is in breach of the contract even
in part, the Mortgagee is entitled to call the Mortgagor and/or the
above mentioned debtor to perform the obligations and enforce
foreclosure immediately.
10. The Mortgagor consents the Mortgagee to extend the period of
performance of obligations to the above mentioned debtor as it is
deemed appropriate, without having to notify the Mortgagor, and it
shall be deemed that the Mortgagor consents to such extension on every
occasion. In case the above mentioned debtor is in default of payment,
the Mortgagor agrees to be liable jointly with the above mentioned
debtor to perform the obligations to the Mortgagee in full, and the
Mortgagee is entitled to call the Mortgagor to perform the obligations
and enforce foreclosure immediately as well.
11. All fees and expenses on the mortgage and redemption of the mortgage
shall be borne by the Mortgagor.
12. The Mortgagor confirms that the Mortgagor's address is as indicated
above. Therefore, any notice, be it notice for collection, notice for
enforcement of foreclosure, or any notice, that the Mortgagee has
forwarded to the above address, though the Mortgagor has not received
the same personally, it shall be deemed that the Mortgagor has duly
acknowledged such notice upon its arrival.
In case of change of address, it is the duty of the Mortgagor to notify
the Mortgagee in writing. In this case, all notices to the Mortgagor
shall be forwarded to the new address, and the previous paragraph shall
apply mutantis mutandis. If the Mortgagor fails to notify the Mortgagee
regarding the change of address, the notice of the Mortgagee having
been forwarded to the Mortgagor according to the previous paragraph
shall be deemed as duly received by the Mortgagor in accordance with
the previous paragraph.
This Addendum to Land Mortgage Contract is made in triplicate. Both parties,
having checked this contract in the presence of the Land Officer and found it to
in accordance with their intention, hereunder sign their names or affix seal as
evidence in the presence the Land Officer. One copy of this Addendum to Land
Mortgage Contract is for the Land Office, and the Mortgagor and the Mortgagee
each retaining one copy. (This copy is for the Mortgagor). It was agreed that
the title deed of the mortgaged land shall be retained by the Mortgagee.
Mortgagor - Signed -
(Power of Attorney dated 25 December 2001)
Mortgagee - Signed -
(Power of Attorney dated 25 December 2001)
Thor.Dor. 15 Form
Official Emblem
Land Mortgage Contract
(Increased collateral without increasing the amount, totaling five title deeds)
Land
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Title Deed Nos. 6358, 6359, 6360, 16918, 16999, Cadastral Survey 14 Tor., 4 Or.
Land Nos. 5/412/, 2/411, 1/410, 871, 878, Survey Page Nos. 270, 271, 272, 539,
540 Ko Rian Sub-district, Phra Nakhon Si Ayutthaya (Rop Krung) District, Phra
Nakhon Si Ayutthaya (Krung Kao) Province
This Land Mortgage Contract is made on 26 December 2001, at the Phra Nakhon Si
Ayutthaya Provincial Land Office
between V and A Holding Co., Ltd, the Mortgagor, Thai nationality, represented
by Xx. Xxxxxx Thirapanyatham, the Appointee, with offices at Soi Phongwet
Anusorn, Sukhumvit 20 Road, Bang Chak Sub-district, Phra Khanong District,
Bangkok Metropolis,
and Sin Industries Finance Public Company Limited, Thai nationality, the
Mortgagee, represented by Mr. Watcharit Rungrattrai, the Appointee, with offices
at 3rd-5th Floors, Sinthon Tower II, No. 130-132, Wireless Road, Lumpini
Sub-district, Pathum Wan District, Bangkok Metropolis.
Both parties agree as follows :
1. The Mortgagor agrees to mortgage the above plots of land with the
Mortgagee as collateral for performance of obligations consisting of
loan, promissory note and all types of debt that the Mortgagor and/or
King Power Duty Free Co., Ltd. have with Sin Industries Finance Public
Company Limited, the Mortgagee, at present or at any time in the
future.
2. The Mortgagee agrees to take on mortgage of the above plots of land
under Clause 1 in all respects.
3. -
4. The existing structures on the land, and the terms and conditions shall
be according to the Land Mortgage Contract and the Addendum to Land
Mortgage Contract dated 25 December 2001, and which shall be deemed
part of this contract.
5. This is a mortgage of the increased collateral without increasing the
amount of the mortgage of the land title deed Xx. 0000, Xxx Xxx Xx
Xxx-xxxxxxxx (Xxxxxx Xxx Xx, Xxx Xxxx Nuea), Xxx Xxx Xx District,
Pathum Thani Province, according to the Land Mortgage Contract dated 25
December 2001, for Baht 100,000,000.00 (One Hundred Million Baht).
Both parties agree that the Mortgagee shall take hold of the title deeds
throughout validity of this Land Mortgage Contract.
This Land Mortgage Contract is made in seven copies, five copies for the Land
Office, and the Mortgagor and the Mortgagee each retaining one copy. (This copy
is for the Mortgagor)
Both parties, having checked and understood this contract entirely, hereunder
sign their names or affix finger print as evidence in the presence of witnesses
and the Land Officer.
Mortgagor - Signed - (Power of Attorney dated 26 December 2001)
Mortgagee - Signed - (Power of Attorney dated 26 December 2001)
Witness - Signed - (Miss Chutima Sunthatu)
Witness - Signed - (Xxx. Xxxxxxxx Xxxxxxxxxx)
This Land Mortgage Contract is made in the presence of - Signed - Land Officer
(Mr. Arunphan Sawatphong)
(Official Seal Affixed)
