UOB RADANASIN BANK
Guarantee Contract
This contract is made at UOB Radanasin Bank Public Company Limited, on 20 June
2000, as evidence that :
-Signed- 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- Mr. Viratana Suntaranond, aged 59, Thai race, Thai
nationality, residing at House No. 141-143-145, Soi Sukha 1, Wat Ratchabopit
Sub-district, Phra Nakhon District, Bangkok Metropolis,
hereinafter called the "Guarantor" consent to guarantee the performance of
obligations of King Power Duty Fee Co., Ltd., hereinafter called the "Debtor,"
to UOB Radanasin Bank Public Company Limited, hereinafter called the "Bank," for
the total amount of guarantee Baht 170,000,000.00 (One Hundred Seventy Million
Baht Only), as follows :
1. The obligations under this guarantee contract are overdraft, loans, debt
related to letter of credit, debt related to trust receipt, debt related
to sale at a discount or acceptance of sale at a discount of promissory
notes, debt related to aval/guarantee of the promissory notes by the bank
as requested by the debtor or other debts related to promissory notes,
debt related to the letters of guarantee issued by the bank 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, though the said
debts may be one or several types or incurred at different times, and in
whichever amount the debts may be, hereinafter called the "primary debt."
Both parties mutually understand that the guarantor shall be liable to
not only the guarantee amount prescribed above, but also the accessories
thereof such as the unpaid interest and compensation payment of the
debtor, encumbrances which are accessories of the primary debt, including
all expenses that the bank has to pay in collection or litigation against
the debtor for enforcement of performance of obligations as well.
As the guarantee under this contract is for the existing primary debt
that the debtor has with the bank and/or the debts the debtor may have
with the bank in the future, the guarantor agree that for as long as the
bank has not canceled the guarantee under this contract though at any
time the debtor may have no obligation with the bank, the guarantor agree
that this guarantee contract shall remain valid in order to guarantee the
future debts.
2. In case the debtor is in default of repayment of the above primary debt,
be it all items or separate item, or there is a request for business
reorganization of the debtor, or the debtor is sued for bankruptcy, 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, under any circumstances that may cause the bank to be unable to
receive repayment of the said primary debt, or the debtor can no longer
take advantage of the beginning or the end of the term, the guarantor
shall be liable jointly with the debtor as the joint debtor of the
obligations under Clause 1 immediately, whereby the guarantor agree to
perform the obligations to the bank promptly and/or consent the bank to
deduct such amount and/or the right of claim of the guarantor under
Clause 11 and/or enforce the pledged property of the guarantor under
Clause 12, as the bank wishes, without having to demand the debtor to
perform the obligations first, though the debtor may have property, but
this shall not prejudice the right of the bank to proceed to demand or
xxx 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 bank
deems appropriate. In such case, if the bank has not received performance
of obligations, or has received not in full, the guarantor consent that
the bank has taken such action for the guarantor, and the guarantor
consent to pay the outstanding debt or the remaining amount promptly, and
agree to make reimbursement on the fees and/or expenses the bank has paid
for taking such action, whether the bank has notified the guarantor
before or not, and whether the bank has demanded or sued the guarantor
jointly with the debtor, the heir or the estate and/or the subrogee of
the rights and duties of the debtor or not.
In case any particular item of the primary debt guaranteed under this
contract is a debt that the bank is binding to perform the obligations
that the debtor has with a third party such as issuance of letter of
guarantee, aval/guarantee of promissory notes or other debt in the said
nature, the guarantor hereby consent that if the creditor according to
the said right of claim demands payment from the bank according to the
burden the bank has made, the bank is entitled to make such payment
immediately without having to notify the guarantor and/or the debtor
first, and it is not necessary to inquire the debtor whether the debtor
has any defense against the creditor or not, or though the bank may be
informed that the debtor has a defense against the creditor, but if the
bank deems it appropriate the bank can make such payment without having
to raise such defense against the creditor.
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 in full, and 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 bank has not received
performance of the obligations under 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 bank 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. In case the debtor dies and the bank 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 bank, and shall
consent to be liable to performance of the outstanding obligations
jointly with the debtor as the joint debtor according to the outstanding
amount the debtor has with the bank accordingly.
6. The guarantor consent the bank to grant leniency and/or reduce the debt
and/or compromise and/or permit debt restructuring to the debtor on every
occasion, whether the guarantor has been notified in advance or not, and
that the guarantor shall waive the right on the debtor's defense against
the bank when the bank demands the guarantor to comply with the contract.
7. Though it may appear that any act of the bank 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 bank 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.
8. 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.
9. As security for compliance with this contract, the guarantor consents to
submit the following securities and/or property to the bank and/or
consent to the following proceedings :...................................
.........................................................................
the guarantor confirm that the guarantor are the legitimate owner of the
above securities and/or property, with no encumbrance whatsoever.
10. With regard to the property submitted to the bank under Clause 9, the
guarantor and the bank agree that though such property may be retained at
the premises of the guarantor or at the premises of the agent or the
depository of the guarantor, or the guarantor or the agent or the
depository of the guarantor continue to retain such property, it shall be
deemed as retention on behalf and in the name of the bank, whereby or the
guarantor or the agent or the depository of the guarantor shall be in the
position of depository only. Retention of the property may be relocated
to other place only after a written permission has been obtained from the
bank. Should any damage occur to such property in whichever manner, the
guarantor shall not cite it as a reason for refusal of liability, thereby
the guarantor shall remain binding to perform the obligations under this
contract to the bank in all respects. the guarantor shall not charge the
fee or remuneration for retention of such property from the bank.
11. The guarantor consent the bank to deduct money from all deposit bank
accounts the guarantor have with the bank and/or other money that the
guarantor have with the bank and/or the guarantor are entitled to receive
from the bank, including the money that the guarantor are the owner or
the creditor of the bank, including all rights of claim the guarantor
have with the bank or may claim from the bank for performance of
obligations of the guarantor under this contract immediately.
In case there is no fund in the said bank account and/or other money that
the guarantor have with the bank and/or the guarantor are entitled to
receive from the bank, including the money that the guarantor are the
owner or the creditor of the bank, including all rights of claim
prescribed in the previous paragraph, for deduction, or there is some
fund but insufficient for performance of obligations, the guarantor
consent the bank to exercise discretion to debit the amount that the
guarantor must be responsible for the whole amount or the amount after
deduction of the debt, into the current deposit account that the
guarantor have with the bank in order for the guarantor to remain in debt
of overdraft to onwards, and the guarantor consent to pay accumulated
interest for the overdraft to the bank at the maximum interest rate for
general customers as announced by the bank under the Notification of the
Bank of Thailand on Procedure for Commercial Banks Regarding Interest and
Discount, which at the time of making this contract was fixed at 12.25%
p.a., and is subject to change as announced by the bank from time to
time. However, if it appears that the overdraft exceeding the agreed
amount, the guarantor consent the bank to charge interest for the debt
exceeding the agreed amount or temporary at the maximum interest rate of
the overdraft exceeding the agreed amount temporary that the bank
announced under the Notification of the Bank of Thailand on Procedure for
Commercial Banks Regarding Interest and Discount, which at the time of
making this contract was fixed at 18.00% p.a. and is subject to change as
announced by the bank from time to time. If the guarantor is in default
of the conditions set forth in the application form for opening a current
deposit account and/or the Overdraft Agreement made with the bank, the
guarantor consent to pay interest at the maximum interest rate for the
default customers that the bank announced under the Notification of the
Bank of Thailand on Procedure for Commercial Banks Regarding Interest and
Discount, which at the time of making this contract was fixed at 18.00%
p.a. and is subject to change as announced by the bank from time to time
instead of the said maximum interest rate according to the general
practice of charging accumulated interest in the current deposit account
of commercial banks, from the date on which overdraft incurred onwards.
12. The guarantor agree that if there are other property of the guarantor in
possession of the bank, it shall be deemed that the guarantor have
pledged such property with the bank as well, and the guarantor consent
the bank to enforce the pledged property for performance of obligations
of the guarantor.
13. In case of one or several guarantors at this time, or the bank deems to
have one or several persons to be the guarantor additionally at this time
or at a later date, the bank has the right to relieve the guarantee or
change the guarantor, without having to notify or obtain the consent of
any or all guarantors, be it the relieve or change of one or several
guarantors, or relieve the guarantee either in whole or in part.
If the bank has taken any action described in the previous paragraph, the
remaining guarantor(s) consent to continue to be liable to the primary
debt in full and in all respects, whereby the said relieve or change of
the guarantor shall not be the cause for relieving the liabilities under
this contract, either in whole or in part, and it shall not be cited as
the reason and/or benefit as a defense which may occur under Section 293
and Section 296 of the Civil and Commercial Code, as the reason for
relieving the liabilities or the defense against the bank in order to be
relieved from the liabilities.
14. All correspondence, collection letter, notice or other documents to be
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 this contract and found it to be in
accordance with their intention, hereunder sign their names on the date
indicated above.
- signed - Guarantor
(Mr. Xxxxxx Xxxxxxxxxxxx)
- signed - Guarantor
(Mr. Viratana Suntaranond)
- signed - Witness
(Miss Sutthida Sutthiprasoet)
- signed - Witness
(Bunsit Chawiwongwiwat)
