Dear Sirs BANKER'S GUARANTEE NO. 901BG200096 FOR SGD1,000,000-00 In
consideration of you having agreed to allow SAFE2TRAVEL PTE LTD of 3 Lim Teck
Kim Road #02-02 Singapore Technologies Building Singapore 088394
("SAFE2TRAVEL") to participate in the Diners Club Travel Management Programme
Diners Club (Singapore) Pte Ltd
7500-E Beach Road
#03-201 The Plaza
BANKER'S GUARANTEE NO. 901BG200096 FOR SGD1,000,000-00
In consideration of you having agreed to allow
SAFE2TRAVEL PTE LTD of 3 Lim Teck Kim Road #02-02 Singapore Technologies Building
Singapore 088394 ("SAFE2TRAVEL") to participate in the Diners Club Travel
Management Programme (the "Programme"), we UNITED OVERSEAS BANK LIMITED of
80 Raffles Place UOB Plaza Singapore 048624 (hereinafter called the "Guarantor"),
hereby guarantee to pay to you on demand all sums of money which are now or
shall at any time be due or owing to you from SAFE2TRAVEL in relation to the
Programme together with all interest, charges and costs, including legal costs
occasioned by or incident to this or any other security held by or offered
to you for the same indebtedness or by or to the enforcement of any such security
on a full indemnity basis PROVIDED ALWAYS that the total liability enforceable
against us under this Guarantee shall not exceed the aggregate sum of Singapore
Dollars One Million Only (SGD1,000,000-00).
We will accept a certificate signed by any of
your officers as to the amount due or owing to you from SAFE2TRAVEL as conclusive
evidence that such amount is payable under this Guarantee. Partial and multiple
drawings under this Guarantee are permitted.
This Guarantee shall be effective from 27th
February 2002 and remain in full force for a period of one year till 26th
February 2003 ("the expiry date") and is conditional upon claims hereunder
being made in writing and received by us on or before the expiry date. Thereafter,
this Guarantee shall cease to have any effect whatsoever whether or not it
is returned to us for cancellation. In addition, this Guarantee shall not
be considered as discharged, reduced or otherwise affected by any intermediate
payment or satisfaction of any sum or sums of money owing as aforesaid but
shall be a continuing security and shall extend to cover all or any sum or
sums of money which shall for the time being constitute the balance due or
owing to you from SAFE2TRAVEL in relation to the Programme.
This Guarantee shall be in addition to and shall
not be in any way prejudiced or affected by any collateral or other security
now or hereafter held by you for all or any part of the moneys hereby guaranteed.
You may also demand payment from us, as principal debtor, for any amount due
or owing to you from SAFE2TRAVEL, without first making any demand or taking
any proceedings against SAFE2TRAVEL. We acknowledge that neither our liability
nor this Guarantee shall be discharged or in any way affected by you granting
time, indulgence or concession to, or discharging, releasing or varying the
liability of SAFE2TRAVEL, or by any legal limitation, incapacity or fraud
on the part of SAFE2TRAVEL, or by any act or omission which would not have
discharged or affected our liability had we been a principal debtor instead
of a guarantor.
You shall be entitled after any demand has been
made under this Guarantee to continue dealing with SAFE2TRAVEL without thereby
affecting or discharging our liability hereunder whether in respect of sums
due and owing at the time of the demand or subsequent thereto.
This Guarantee is not transferable or assignable
and shall be governed by and construed in accordance with the laws of the
Republic of Singapore.