Guarantee Agreement between Siam City Bank and Individual Guarantors for King Power Duty Fee Co., Ltd.

Summary

This contract is an agreement where Mr. Viratana Suntaranond and Mr. Vichai Raksriaksorn (the Guarantors) agree to guarantee the obligations of King Power Duty Fee Co., Ltd. to Siam City Bank Public Company Limited. The Guarantors promise to pay up to 100 million Baht if King Power defaults on its debts to the bank. The agreement allows the bank to demand payment from the Guarantors without first pursuing the debtor and gives the bank broad rights to enforce the guarantee, including deducting funds from the Guarantors' bank accounts.

EX-10.63 25 0025.txt GUARANTEE CONTRACT: SIAM CITY BANK SIAM CITY BANK PUBLIC COMPANY LIMITED Guarantee Contract Made at Head Office 23 August 2000 - -Signed- I, 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, and - -Signed- I, Mr. Vichai Raksriaksorn, aged 42, Thai race, Thai nationality, residing at House No. 20, Soi Sukhumvit 64, Bang Chak Sub-district, Phra Khanong District, Bangkok Metropolis hereinafter called the "Guarantor" agree to make this contract with Siam City Bank Public Company Limited, hereinafter called the "Bank" as evidence that : 1. Whereas the bank has granted King Power Duty Fee Co., Ltd., hereinafter called the "Debtor," to borrow money or draw overdraft or create various debts such as opening letter of credit, making trust receipt, requesting for issuance of all kinds of letter of guarantee, aval of promissory notes, sale at a discount of promissory notes or transferable or non-transferable instrument, BIBF loan, or any other financial instrument or commercial instrument, or extension of credit facilities to the debtor in any form, or the debtor is liable to reimbursement of money to the bank, for the total amount of Baht 100,000,000.00 (One Hundred Million Baht Only), the guarantor agree to guarantee performance of the obligations, be it the existing credit facilities or liabilities or to be incurred in the future, including the unpaid interest and compensation payment of the debtor, as well as accessories thereof which shall include transfer of the credit facilities and debt to other branch of the bank. 2. If the debtor fails to perform the obligations under Clause 1 due to whatever reasons, or is subject to receivership by court order, becomes bankrupted, dies, becomes incompetent person, disappears from the residence, or any circumstances causing the bank not to receive performance of obligations under Clause 1, either in whole or in part, and whether it is due date according to the agreement or not, the guarantor consent to be liable as joint debtor for performance of obligations according to such agreement immediately. 3. If the bank extends period of performance of obligations to the debtor or changes the condition of debt in any case, including change of interest rate according to the bank"s procedure, with or without notifying the guarantor, it shall be deemed that the guarantor consent to the same on every occasion and shall not cite such extension or change or debt structuring as the reason for relieving the guarantor"s liability. 4. In case the debtor is in default or unable to perform the obligations, the guarantor shall waive the right to demand the bank to enforce payment from the debtor"s property before demanding payment from the guarantor, and shall not cite the debtor"s defense that the guarantor are not liable because prescription of such debt has expired for enforcement of payment from the debtor or the heir or the executor of the estate or the subrogee of rights and duties of the debtor, and shall waive the right to make a defense on the advantage of the time of beginning or the end of the debtor and that of the guarantor, without prejudice to the right of the bank to demand or enter an action against the debtor or the estate or the subrogee of rights and duties of the debtor to perform the obligations first, as the bank deems appropriate. In this case, if the bank has not received performance of obligations in full, the guarantor consent that such action of the bank shall be deemed for the benefit of the guarantor, therefore the guarantor agree to immediately pay the outstanding amount and shall reimburse all fees and expenses paid by the bank in this regard whether the bank has notified the guarantor or not and though not demanding or taking legal action against the guarantor jointly with the debtor or the estate or the subrogee or rights and duties of the debtor. 5. This guarantee shall bind the guarantor completely though it may be cited that the debtor is an incompetent person or bankrupted or subject to receivership by court order, or entering into the agreement and creating the debt due to misunderstanding and whether the guarantor have known of such incompetence or misunderstanding or not. The guarantor shall not be released from liabilities for the full amount due to the fact that the bank has released other guarantor or liable person, or the bank may take any action causing the guarantor not to be able to subrogate, in whole in part, the rights of mortgage, pledge, preferential right or any right already given or may be given to the bank prior to or at the time of making this guarantee contract. 6. The guarantor agree that this guarantee contract shall be valid continuously, whereby the guarantor shall be released from liabilities after the debtor has performed the obligations or the guarantor have performed the obligations on behalf of the debtor to the bank accordingly, and the bank shall permit the release from guarantee in writing only. Restructuring of the debt, by changing of subject of the obligations or change of the debtor, shall not relieve the guarantor from the liabilities under this contract. 7. Should there by any money of the guarantor, and/or money that the guarantor are a joint owner with other person(s), in deposit accounts with the bank, and/or money of the guarantor and/or money that the guarantor are a joint owner with other person(s) having in hand, in possession, retention, or within the authority of the bank"s executor, the guarantor consent the bank to deduct the whole amount of such money to perform the obligations and/or the guarantor"s liabilities under this contract at any time that the bank deems appropriate, whether such debt or liability becomes due or not, and without having to notify the guarantor in advance. 8. If the guarantor is in breach of any clause herein, the guarantor agree to compensate for all damages occurred to the bank due to the guarantor"s breach of contract, including all expenses incurred for requesting, demanding, taking legal action, execution of the judgment, investigation of property, and enforcement for performance of obligations in full. The guarantor have read and understood this contract entirely, and hereunder sign their names (and affix seal if any) in the presence of witnesses. - signed - Guarantor - signed - Guarantor (Mr. Viratana Suntaranond) (Mr. Vichai Raksriaksorn) - signed - Witness - signed - Witness (Mr. Chanwut Amnuaisin) (Mr. Sathian Sanelaksana)