PERSONAL GUARANTEE

THIS GUARANTEE is dated the day of 2011 and is made BETWEEN [ ] of [ ] with International Passport Nos. [ ] (the Guarantor and which expression shall where the context so admits includes his personal representatives, heirs and assigns) of the one part and STANBIC IBTC BANK PLC a Company incorporated under the laws of the Federal Republic of Nigeria and having its registered office at I.B.T.C Place, Walter Carrington Crescent, Victoria Island Lagos, Nigeria (the Bank and which expression shall where the context so admits includes its successors-in-title and assigns) of the other part WHEREBY IT IS AGREED as follows: 1. In consideration of the Bank granting or continuing to make available banking facilities or other financial accommodation at the request of the Guarantor(s) for so long as it may think to [ ] (the Customer) the Guarantor hereby personally guarantees, on demand, to pay or discharge to the Bank all moneys, obligations and liabilities whether present or future, actual or contingent, which are now or may at any time hereafter be or become due, owing or incurred to the Bank from or by the Customer anywhere, whether on any the banking facilities, discount or other account, or otherwise in any manner whatsoever (whether alone or jointly with any other person and in whatever style, name or form and whether as principal or surety) including liability under any guarantees, indemnities or other instruments whatsoever from time to time given or assumed by the Bank for or at the request of the Customer, together with interest to date of payment, at the applicable such rates and upon such terms as may from time to time be agreed payable by the Bank and the Customer (or which would have been so payable but for the death, bankruptcy, liquidation or other incapacity of the Customer) including any commission, discount and other banking charges, fees, and any expenses incurred by the Bank in relation to the Customer or the preparation or enforcement of this Guarantee or any other guarantee or security for any liabilities hereby guaranteed including legal and other costs on a full indemnity basis. Any

The Bank shall furnish a detailed statement of account of the Customer to the Guarantor and shall provide evidence as to the accuracy of signed as correct by the Manager or a duly authorised officer of the Bank, whose appointment or authority need not be proved, shall, upon its mere production, be conclusive evidence as against the Guarantor of the indebtedness of the Customer to the Bank. 2.1 This Guarantee shall be a continuing security and shall cover and secure the ultimate balance, from time to time, owing to the Bank by the Customer on each separate account or in any manner whatsoever notwithstanding the death, bankruptcy, liquidation, incapacity or any change in the constitution of the Customer or the Guarantor or any settlement of account or other matter whatsoever until the expiration of one month after receipt by the Bank of notice in writing to determine the same PROVIDED ALWAYS that such notice shall not affect the liabilities, present or future, actual or contingent, incurred or arising out of obligations incurred prior to the expiration of such one month period but maturing thereafter. This Guarantee shall be construed and take effect as a guarantee of the whole and every part of the moneys, obligations and liabilities hereby guaranteed. 2.2 Subject to Clause 2.1,The the Guarantors liability under this Guarantee will only end when:2.2.1 the Guarantors liability has been extinguished; or 2.2.2 the Bank gives the Guarantor a written release of liability under this Guarantee; or 2.2.3 the Bank cancels this Guarantee in writing. 2.3 This Guarantee may only be terminated, cancelled or otherwise brought to an end in the way provided for within this Guarantee. 3.1 The total amount recoverable from the Guarantor under this Guarantee shall be the sums established and agreed by the Parties
Comment [EA2]: The Guarantor is obliged to accept whatever figures the Bank presents as the Customers statement of account without any proof or inquisition- this is highly arbitrary and doesnt work in favor of the Guarantor. Comment [EA3]: This clause is acceptable as it requires one month notice by Guarantor for termination. [Provided all obligations/liabilities incurred PRIOR to the expiration of the notice are not affected].

Comment [EA1]: Clause 1- Under this clause, the obligations of the Guarantor to the Bank are too wide. The Guarantors personal liability includes present and future liabilities, actual and contingent liabilities, unstated/open time lines, liabilities and obligations arising from totally different financial transactions,[no relationship with the present transaction], different parties, etc Amend by deleting all the extraneous conditions and restrict the guarantors liabilities/obligations to the present financial transaction as much as possible.

sum of [ ] plus and will include the amount of all interest, commission, costs, fees, charges and expenses referred to in Clause 1 above hereof. This Guarantee shall be construed and take effect as a guarantee of the whole and every part of the moneys, obligations and liabilities hereby guaranteed. 3.2 The Guarantor hereby agrees to pay interest on all monies owing under this guarantee from date of demand until date of final payment of all moneys, obligations and liabilities hereby guaranteed. before and after judgement at a rate of 10% (ten per cent) per annum above the Banks prime lending rate, from time to time, as certified by any manager of the Bank, whose appointment it shall not be necessary to prove. 4. Should any purported obligation of the Customer, which if valid or enforceable would be the subject of this Guarantee, be or become wholly or in part invalid or unenforceable against the Customer by reason of any defect in or insufficiency or want of powers of the Customer or irregular or improper purported exercise thereof or breach or want of authority by any person purporting to act on behalf of the Customer or because the Banks rights have become barred by the Limitation Acts or otherwise or by reason of any legal limitation, disability, incapacity or any other fact or circumstance whether or not always known to the Bank or if for any other reason whatsoever the Customer is not or ceases to be legally liable to discharge any money, obligation or liability undertaken or purported to be undertaken on its behalf, the Guarantor shall, nevertheless be liable to the Bank (notwithstanding the avoidance or invalidity of any assurance, security or payment on any ground whatsoever including without limitation avoidance under any enactment relating to bankruptcy or liquidation) in respect of that purported obligation or liability as if the same were wholly valid and enforceable and the Guarantor was the principal debtor in respect thereof. The Guarantor hereby agrees to keep the Bank fully indemnified (subject to the limit on the total amount recoverable hereinbefore contained) against all damages,

losses, costs and expenses arising from any failure of the Customer to carry out any such purported obligation. 5.1 The Guarantor hereby agrees that the Bank may, from time to time, without discharging or in any way affecting the liability of the Guarantor hereunder and without the assent or knowledge of the Guarantor grant to the Customer or to any other person any time or indulgence or renew any bills, promissory notes or other negotiable or non-negotiable instruments or securities, give up, deal with, exchange, vary, realise, release or abstain from perfecting or enforcing any guarantees, liens, bills, notes, mortgages, securities or other rights which the Bank may now or hereafter have from or against the Customer or any other person whether hereunder or otherwise renew, determine, vary or increase any credit or facilities to or the terms or conditions in respect of any transaction with the Customer in any manner whatsoever or agree with the Customer as to the application of any advance made or to be made to the Customer or compound with discharge, release or vary the liability of the Customer or any other person or concur in accepting or varying any compromise, arrangement or settlement or omit to claim or enforce payment of any dividend or composition when and in such manner as the Bank may think expedient or omit to inform the Guarantor of any breach by the Customer and no such act or omission on the part of the Bank shall in any way discharge or diminish the validity of this Guarantee or affect the liability of the Guarantor hereunder. 5.2 The Bank may enforce this Guarantee notwithstanding that it may hold any other guarantee, lien or security or have any outstanding remedy against the Customer or any other person. It is agreed that in event the Bank is able to recover monies, either in part or in full, from any other Guarantee, lien, security, etc from the Customer or any other person, the Bank shall cause a refund to the Guarantor of all sums expended by the Guarantor thus far and fully discharge the Guarantor from this Guarantee.

Comment [EA4]: The total amount recoverable from the Guarantor is at the pleasure of the Bank. In my opinion, the Bank should provide all requisite documentation to the Guarantor to enable the Parties establish the total amount outstanding. The amendment to read thus: The total amount recoverable from the Guarantor under this Guarantee shall be the sums established and agreed by the parties, plus the amount of all interest, commission, costs, fees, charges..obligations and liabilities hereby guaranteed Comment [EA6]: The Bank cannot grant to the Customer or to any other person the activities contemplated under this clause or deal with this transaction in any manner without the without the knowledge and consent of the Guarantor

Comment [EA5]: This should be deleted, if an act or obligation is found invalid or unenforceable, legally one cannot enforce an illegal or unenforceable act.

Comment [EA7]: In event the Bank recovers from the Customer or third party, the Guarantor should be entitled to a refund and discharge.

6.1 The Guarantor hereby declares that it has received no security for giving this Guarantee and agrees that should any such security be created while any money, obligation or liability payment hereby guaranteed remains undischarged any such security and all moneys at any time received in respect thereof shall be held in trust for the Bank as security for the liability of the Guarantor to the Bank hereunder. 6.2 The Guarantor hereby agrees that the Bank shall be entitled, at any time and without notice, to set off or transfer any moneys standing to the credit of the Guarantor, alone or jointly in any account (whether current, deposit or of any other nature whatsoever and whether subject to notice or not) in Naira or any other currency, against the liability of the Guarantor under this Guarantee and shall have a lien on and be entitled to retain as security for the liabilities of the Guarantor hereunder any cheques, drafts, bills, notes or negotiable or nonnegotiable instruments and any stocks, shares or marketable securities and property of the Guarantor from time to time deposited with the Bank whether held for safe custody or otherwise. 7.1 This Guarantee shall apply to the ultimate balance owing by the Customer to the Bank and until all moneys, obligations and liabilities mentioned in Clause 1 above have been paid, discharged and satisfied in full (which expression shall not embrace payment of a dividend in liquidation or bankruptcy of less than 100%) and notwithstanding that the Guarantor may have discharged the amount of this Guarantee, the Guarantor waives all rights of subrogation and agrees not to demand or accept repayment in whole or in part of any loans or advances then or thereafter due to the Guarantor from the Customer or to demand or accept any security in respect thereof or to assign the same or charge the same as security or to take any step to enforce any right against the Customer or to claim any set-off or counter-claim against the Customer or to claim or prove in competition with the Bank or have the benefit of any share in any payment or composition

from the Customer or any other person or in any other guarantee or security now or hereafter held by the Bank; 7.2 Any money received by virtue of or in connection with this Guarantee may be placed to the credit of a suspense account with a view to preserving the rights of the Bank to prove for the whole of its claims against the Customer in the event of any proceedings in or analogous to bankruptcy, liquidation, composition or arrangement; 7.3 The Bank may apply any moneys received from the Guarantor or Customer against any monies outstanding and secured in terms of this Guarantee, as the Bank in its discretion sees fit. 7.4 Any release, discharge or settlement between the Guarantor and the Bank shall be conditional upon no security disposition or payment to the Bank by the Customer, the Guarantor or any other person being avoided or reduced pursuant to any provisions or enactment relating to bankruptcy, liquidation or insolvency and the Bank shall be entitled to retain any security held for the liability of the Guarantor hereunder for a period of seven months after the payment discharge or satisfaction of all moneys, obligations and liabilities that are or may become due, owing or incurred to the Bank from the Customer or in the event of a bankruptcy, petition or the commencement of winding-up for such further period as the Bank may determine and to enforce this Guarantee against the Guarantor subsequently as if such release, discharge or settlement had not occurred. 8.1 The Guarantor may irrevocably instructs the liquidator/trustee to pay to the Bank any dividends which are paid in respect of any claim which the Guarantor may prove, unless 8.1.1 the Guarantor has paid the full amount due under this Guarantee; or 8.1.2 the Bank has informed the Guarantor in writing that all the Bank's claims against the liquidator/trustee have been met.

Comment [EA8]: The set off should be restricted to only the Guarantors sole account

Comment [EA9]: Amend the clause by restricting the Guarantee to full repayment of outstanding balance and discharge

Comment [EA10]: The option to instruct a liquidator to pay any dividends should rest with the Guarantor

9. No compromise or other arrangement regarding the Bank's claims against the Customer will, if the Bank does not give written consent, release the Guarantor from liability under this Guarantee. 10 Any change in this Guarantee will only be effective if it is in writing and signed by the Bank and the Guarantor. 11.1 This Guarantee is in addition to any other guarantee, lien, bill, note, mortgage or other security now or hereafter held by the Bank whether deposited by the Customer or the Guarantor; 11.2 The Bank may , at any time or times, and notwithstanding determination of the Guarantee continue with any accounts of the Customer or open one or more new accounts In event the Guarantee is determined, there shall not be any further or continuing and no liability, actual or contingent, of the Guarantor. shall in any manner be reduced or affected by any payment subsequent to determination into or out of any such account or by any transactions subsequent to determination on any account. 12.1 Any demand, notice or communication required to be given in terms of this Guarantee shall, without prejudice to any other effective mode of making the same, be deemed to have been sufficiently made hereunder on the Guarantor if served personally on the Guarantor or his personal representatives or left at or sent by courier or post to his last known place of abode or business and shall be deemed to have reached the addressee on date of delivery thereof alternatively on the seventh (7th) business day after posting and in proving such service it shall be sufficient to prove that the demand was properly addressed and posted. 12.2 The Guarantor must give the Bank written notice of any change of address, provided that the change will be effective on the tenth (10th) business day after receipt of the notice by the Bank. 13 If any one or more of the provisions of this Guarantee or any part or parts thereof shall be

declared or adjudged to be illegal, invalid or unenforceable under any applicable law such illegality invalidity or unenforceability shall not vitiate any other provisions of this Guarantee and this Guarantee shall be construed as if such illegal, invalid or unenforceable provisions were not contained herein. 14. This Guarantee is and will remain the property of the Bank notwithstanding the payment in full of all moneys, obligations and liabilities from time to time hereby guaranteed. 15. This Guarantee shall be governed and interpreted in accordance with the Laws of the Federal Republic of Nigeria but it shall be open to the Bank to enforce this Guarantee in the courts of any other competent jurisdiction. The Guarantor submits to the jurisdiction of the Nigerian Court. 16. This Guarantee constitutes the entire agreement between the Guarantor and the Bank. 17 The Guarantor confirms that when the Guarantor signed this Guarantee 17.1 it had been completed in all respects up to this clause; 17.2 the Bank/ its duly authorised agent had explained its content to the Guarantor; 17.3 the Bank/ its duly authorised agent advised the Guarantor 17.3.1 to get independent legal advice to make sure that the Guarantor understands their commitment as Guarantor; 17.3.2 that the Guarantor may become liable; and 17.3.3 whether the Guarantee was limited or unlimited; 17.4 the Guarantor had read and understood it; 17.5 it was not subject to any conditions which prevented or delayed its coming into force or otherwise affected its provisions;

Comment [EA11]: Not acceptable. Once the Guarantee is determined, the liability of the Guarantor automatically ceases, it cannot continue.

IN WITNESS WHEREOF the Guarantor has affixed its hands and seal hereunto on the day and year first above written. SIGNED AND DELIVERED By the within-named [ ] .. In the presence of: NAME: OCCUPATION: SIGNATURE: DATE: