Bangkok Bank Public Co., Ltd.
EXHIBIT 10.43
(TRANSLATION)
Guarantee Against All Debts Agreement
Made at Bangkok Bank PubLic Co., Ltd.
January 24, 1997
I, the undersigned, Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, age 39 years, Race: Thai,
Nationality: Thai, residing at ▇▇. ▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ Chak
Sub-District, Phra Khanong District, Bangkok, hereinafter called, "the
Guarantor" who makes this Agreement and gives it to the Bangkok Bank Public Co.,
Ltd., hereinafter called, "the Bank" with the following statements:
Section 1. The Guarantor agrees to guarantee against all kinds of debts
made by J.M.T. Duty Free Co., Ltd., hereinafter called, "the Debtor" has had a
debt with the Bank before this Agreement is made and/or while making this
Agreement as well as debt the Debtor will make with the Bank after this
Agreement is made, regardless of the nature of debt, Letter of Credit or the
like with the Bank, and/or debt under Trust Receipt agreement, and/or purchase
of discount ▇▇▇▇ of exchange and/or debt under the ▇▇▇▇ of exchange, and/or debt
from a loan request or repayment of by a promissory note, and/or debt from
shipping guarantee, and/or debt that the Bank gives aval to a ▇▇▇▇ of exchange,
and/or debt that the Bank endorses a ▇▇▇▇ of exchange, and/ or debt that a
debtor asks the Bank to issue a Letter of Guarantee, and/ or debt under any loan
agreement, and/or debt from overdrawing, and/or debt from the purchase of
discount ▇▇▇▇ of exchange for product export, and/or debt under an agreement in
which the Debtor is or is becoming a contractual party as well as all other
kinds of debt that the Debtor has made or is to make with the Bank whether in
the form of legal deed or obligation, if the Debtor breaks the credit agreement
and fails to make payment for the said debt or makes incomplete repayment or
causes damage to the Bank under any circumstances, the Guarantor agrees to be
liable jointly with the Debtor for the repayment of the debt of Baht 13,700,000
(Thirteen Million Seven Hundred Thousand Baht Only) as well as interest,
compensation owed by the Debtor and other obligations from the debt to the Bank
as soon as he receives a notice from the Bank.
Section 2. In case the Bank has issued a Letter of Guarantee for the Debtor
to other persons, the Guarantor agrees not to revoke the guarantee until the
Bank is deprived of its responsibility in line with the Letter of Guarantee
issued by the Bank.
Section 3. In case the Bank relaxes debt repayment schedule for the Debtor
or agrees with the Debtor to extend the debt agreement with or without a notice
to the Guarantor, it shall be taken that the Guarantor has agreed with every
time of relaxation or extension accordingly, and the Guarantor shall not take
the relaxation or extension as a cause to deprive of his liability as a
guarantor.
Section 4. In case a third party files a complaint against, sues or is
suing the Consenter in a civil, criminal, or bankruptcy case, or when there is a
cause or indication or the Bank believes that the Consenter is unable or seems
to be unable to repay the debt or compensation for damage under the
Debt Agreement whether the debt is due for repayment or not, the Consenter
shall agree and authorize the Elank to manage the Deposit similar to the
management of the Deposit stated in Section 2.
Section 5. In case the Deposit is a fixed deposit or fixed deposit slip
with a definite deposit period and the deposit is mature but before the debt
under the Debt Agreement is due or it's due but the Bank has not yet received
all the repayment, the Consenter shall agree with the Bank to extend the deposit
for another period equivalent to the original period and such extension can be
made at any number of times until the Bank receives all the repayment.
Section 6. In case the consent and/or authorization to the Bank
aforementioned is to be made in writing, this Agreement shall be taken as a
written consent and authorization under any circumstances. The said consent
and/or authorization cannot be revoked by the Consenter alone until the Bank has
received all the repayment and/or compensation for damage under the Debt
Agreement.
The Consenter has fully understood all the statements in this Agreement and
affixes his signature at the date and time aforementioned.
Signed (SIGNATURE) Consenter
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(J.M.T. Duty Free Co., Ltd.) ( )
Signed Witness
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(Montri Sapkerd)
Signed Witness
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(Polkrit Chotipan)
