PCG-1

FORM OF GUARANTEE

Whereas by the Letter of Acceptance dated ________________from the LAND

TRANSPORT AUTHORITY OF SINGAPORE (hereinafter called the Authority) to
___________________________________________(hereinafter called the
Consultant) the parties thereto entered into the Contract
__________________________ (hereinafter called the Contract)

NOW we _______________________________________________________
whose registered office is situated at _______________________________________
____________________________________________________________________

HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY GUARANTEE to

the Authority punctual, true and faithful performance and observance by the Consultant
and each of them of the covenants on his part contained in the said Contract including
without limitation, any modifications, substitutions or amendments of any or all of the
terms therein and/or the obligations of the Consultant thereunder and absolutely,
irrevocably and unconditionally undertake to be responsible and pay to the Authority as
Surety for the Consultant for the payment by him of all sums of money, losses,
damages, costs, charges and expenses that may become due or payable to the
Authority by or from the Consultant by reason or in consequence of the default of the
Consultant in the performance or observance of his said covenants.

1. THIS Guarantee shall not be revocable by notice. We agree and confirm that
our obligations under or in respect of this Guarantee are as principal and not
merely as surety, and a separate action or actions may be brought against us
to enforce this Guarantee, irrespective of whether any action is brought
against the Consultant or whether the Consultant or any of him is joined in
any such action or actions. We further agree and confirm that our liability
under this Guarantee shall be irrevocable, absolute and unconditional so long
as the Consultants obligations under the Contract have not been performed.

2. THIS Guarantee shall remain binding on us notwithstanding any change in the

constitution of the Authority or its absorption in, or amalgamation with, or the
acquisition of all or part of its undertaking or assets by any other person, or
any reconstruction or reorganisation of any kind to the intent that this
Guarantee shall remain valid and effective in all respects in favour of any
assignee, transferee or other successor in title of the Authority in the same
manner as if such assignee, transferee or other successor in title had been
named in this Guarantee as a party or principal instead of, or in addition to,
the Authority, as the case may be.

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3. THIS Guarantee shall be governed by and interpreted in accordance with the

laws of the Republic of Singapore. We hereby irrevocably consent that any
legal action or proceedings against us or our property in respect of this
Guarantee may be brought in the courts of the Republic of Singapore and/or
of______________* and by execution and delivery of this Guarantee we
hereby submit to and accept with regard to any such action or proceedings,
for ourselves and in respect of our property, generally and unconditionally the
jurisdiction of the aforesaid courts. Provided that the foregoing shall not limit
the right of the Authority to serve process in any manner permitted by law or
to bring any legal action or proceedings or to obtain execution of judgement in
any jurisdiction.

4. We acknowledge and agree that our liability under this Guarantee shall be a
continuing liability and shall continue until the Contract shall have been
performed by the Consultant in all respects.

5.1 Any notice or other communication to be given under this Guarantee shall be
in writing, shall be deemed to have been duly served on, given to or made in
relation to a party if it is left at the authorised address of that party, posted by
registered post addressed to that party at such address, or sent by facsimile
transmission to a machine situated at such address and shall if:

(a) personally delivered, be deemed to have been received at the time of

delivery;
(b) posted to an inland address in Singapore, be deemed to have been
received on the second working day after the date of posting and if
posted to an overseas address, be deemed to have been received on the
fifth working day after the date of posting; or
(c) sent by facsimile transmission, be deemed to have been received upon
receipt by the sender of a facsimile transmission report (or other
appropriate evidence) that the facsimile has been transmitted to the
addressee,

PROVIDED that where, in the case of delivery by hand or facsimile

transmission, delivery or transmission occurs after 6.00 pm on any working
day, receipt shall be deemed to occur at 9.00 am on the next following
working day.

5.2 For the purposes of this clause the authorized address of each party shall be
the address set out below (including the details of the facsimile number and
person for whose attention a notice or communication is to be addressed) or
such other address as that party may notify to the other in writing from time to
time in accordance with the requirements of this clause:

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Authority : Director, Contracts

Land Transport Authority of Singapore
1 Hampshire Road, Block 2
Singapore 219428

Facsimile No : 6396 1134

Parent Company :

Facsimile No :

6. We hereby represent and warrant to the Authority that:

(a) we are empowered to enter into, exercise our rights and perform and
comply with our obligations contained in this Guarantee and no limits
on our powers will be exceeded as a result of our entering into this
Guarantee;
(b) all actions, conditions and things required to be taken, fulfilled and done
(including the obtaining of any necessary consents) in order to enable
us to lawfully to enter into, exercise our rights and perform and comply
with our obligations contained in this Guarantee and to ensure that
those obligations are legally binding and enforceable have been taken,
fulfilled and done; and
(c) the requisite resolutions of our board of directors have been duly and
properly passed at a duly convened and constituted meeting at which
all statutory and other relevant formalities were observed to authorise
our execution and performance of this Guarantee and such resolutions
are in full force and effect and have not been varied or rescinded;
(d) the giving of this Guarantee constitutes the legal, valid and binding
obligations on us enforceable in accordance with its terms.
(e) the giving of this Guarantee will not result in:
(i) any breach of any law to which we are subject or of any of our
by-laws or other constitutional documents; or
(ii) any breach of any deed, agreement or our obligation made with
or owed to any other person; or
(iii) any breach of any limits on any of our powers.

7. No failure to exercise and no delay on the part of the Authority in exercising

any right, remedy, power or privilege under this Guarantee and no course of
dealing between the Authority and ourselves shall be construed or operate as
a waiver of the right, remedy, power or privilege, nor shall any single or partial
exercise of any such right, remedy, power or privilege preclude any other or
further exercise of it or the exercise of any other right, remedy, power or
privilege. The rights and remedies provided in this Guarantee are cumulative
and not exclusive of any rights or remedies provided by law.

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8. We shall not be discharged or released from this Guarantee by any

arrangement, compromise or composition made between the Consultant and
the Authority with or without our consent or by any alteration in the obligations
undertaken by the Consultant or by any variations or amendments to the
Contract or by any indulgence or forbearance whether as to payment, time,
performance, certification or otherwise or by any variation, exchange, renewal,
release or modification of any guarantee, indemnity or security or refusal or
neglect by the Authority to complete, enforce or assign the same and whether
satisfied by payment or not all of which the Authority is at liberty to do whether
with or without our consent.

9. If any provision of this Guarantee is held to be illegal, invalid or unenforceable

in whole or in part in any jurisdiction this Guarantee shall, as to such
jurisdiction, continue to be valid as to its other provisions and the remainder of
the affected provision; and the legality, validity and enforceability of such
provision in any other jurisdiction shall be unaffected.

DATED this____________________ day of __________________________ 20 .

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IN WITNESS WHEREOF the abovenamed __________________ (parent company)

has affixed its Common Seal hereunto on the date and year abovewritten.

THE COMMON SEAL OF ** )

)
)
(Name of Guarantor) )
)
was affixed hereunto in the presence of : )
)
)
(Name & Designation of Director(s)/ )
Company Secretary) ) (Signature of Director(s)/
) Company Secretary)

OR

IN WITNESS WHEREOF the abovenamed __________________ (parent company)

has caused this Deed to be duly executed as of the date and year abovewritten.

SIGNED SEALED AND DELIVERED

By )
)
)
(Name & Designation of Attorney) ** )
)
for and on behalf of )
)
)
(Name of Parent Company) ) (Signature)
)
in the presence of: )
)
)
(Name & Designation of Witness) ) (Signature of Witness)

* For local parent companies, delete and/or of _______________ * as italicized in

Clause 3.

** Parent Company to furnish to the Authority (a) a certified true copy of a board
resolution authorising the grant of the guarantee in favour of the Authority and (b) a
certified true copy of the power of attorney.

IMPORTANT NOTES

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1. Generally, if the Guarantor is a foreign entity,

a) The manner in which this Guarantee is to be executed shall be in

accordance with the laws of the country in which the Guarantor is
incorporated and in accordance with the Guarantors constitutional
documents. The format of execution should be amended accordingly.

b) The Guarantor must obtain a written legal opinion (in the jurisdiction to
which the parent company is subject) to provide the Authority the
assurance that:

(i) The constitutional documents of the parent company permits the

parent company to give such a Guarantee (and indemnity if this is
required);

(ii) The entering into by the parent company of such a Guarantee is

legal and valid under the laws of that jurisdiction;

(iii) The person(s) executing the Guarantee on behalf of the parent

company is (are) duly authorised by the proper body within the
parent company; and

(iv) If the person(s) executing the Guarantee on behalf of the parent

company had been delegated authority under a power of attorney
("PA"):

- The attorney has the authority under such PA to execute the

Guarantee - this is in addition to ensuring that the other person(s)
executing such PA on behalf of the parent company granting such
powers therein to the attorney are duly authorised to do so [i.e.
similar to Paragraph (iii) ] above; and

- The PA has been duly notarised in accordance with the laws of

that jurisdiction.

2. If the Guarantee is signed overseas it must be notarised by a notary public

and confirmed by the Singapore Embassy/Singapore High Commission.
(Applicable whether Guarantee is executed by affixing Common Seal or by
signature of the attorney).

3. A written legal opinion is not required for a local entity. The items covered
under paragraphs 1(b)(i), 1(b)(iii) and 1(b)(iv) can be by way of a Board
resolution of the Guarantor.

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