Duplicate
Lease Agreement for Space in Building 305
Bangkok International Airport
Agreement No. 2-02/2542
This agreement is made at the Airports Authority of Thailand on 7 June 2000,
between the Airports Authority of Thailand, represented by Flight Lieutenant
Usar Borisuth, Deputy Managing Director, Acting Managing Director of the
Airports Authority of Thailand, hereinafter called the "Lessor" of one part, and
King Power Duty Free Co., Ltd., registered as a juristic person Company Limited
under the Civil and Commercial Code, with the head office at 26th-27th Floors,
Siam Tower, 989 Rama I Road, Pathum Wan Sub-district, Pathum Wan District,
Bangkok Metropolis, represented by Mr. Viratana Suntaranond, the person
empowered to enter juristic act binding King Power Duty Free Co., Ltd. according
to the Certificate No. Phor.Hor. 0007611 dated 12 May 2000, issued by the Office
of Partnership/Company Registration, Bangkok, hereinafter called the "Lessee" of
the other part.
Whereas the Lessor agrees to lease out and the Lessee agrees to lease the
property of the Lessor for use as the offices and bonded warehouse.
Therefore, both parties agree as follows :
The Lessor agrees to lease out and the Lessee agrees to lease the property
according to the "Terms and Conditions of Lease" and the following Appendixes
which shall be deemed part of this agreement.
(Revenue Stamps)
Appendix A Details of the leased property,
lease period, rents, fees and
charges, chart showing location of
the leased premises
Appendix B Performance Guarantee
Appendix C Documents showing juristic person
registration of the Lessee, and the
person empowered to sign as the
Lessee
Appendix D Others (if any)
This agreement is made in duplicated copies. Both parties, having read and
understood it entirely, hereunder sign their names and affix seal (if any) in
the presence of witnesses and each retaining one copy.
(Seal of King Power Duty Free Co., Ltd.)
The Lessor The Lessee
---------- ----------
- signed - - signed -
(Flight Lieutenant Usar Borisuth) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
- signed - - signed -
(Mr. Krit Phakhakit) (Miss Sarinthon Chongchaidejwong)
Terms and Conditions of Lease
Chapter 1 General Terms and Conditions
Chapter 2 Special Terms and Conditions
--------------------
Chapter 1 General Terms and Conditions
1.1 Scope of Lease
The Lessee agrees to lease the property of the Lessor, hereinafter
called the "leased premises" according to the details prescribed in
Appendix A.
1.2 Lease Period
The Lessor agrees to permit the Lessee to make use of the leased
premises under this agreement for the period prescribed in Appendix A.
If the Lessee wishes to extend the lease after the expiration of the
lease agreement, the Lessee shall notify the Lessor in writing at least
forty five (45) days in advance prior to the expiration date thereof.
In this respect, the Lessor reserves the right to consider as the
Lessor deems appropriate.
1.3 Remuneration and Method of Payment
1.3.1 The Lessee agrees to pay remuneration to the Lessor as
follows:
(a) Fee for entering into the agreement, Baht 3,473.00
(Three Thousand Four Hundred Seventy-Three Baht Only)
not including the value added tax;
(b) Rents and charges as prescribed in Appendix A
1.3.2 Payment of the fee for entering into the agreement under
Clause 1.3.1(a) shall be made to the Lessor on the signing
date of this agreement.
1.3.3 Payment of the rents and charges as prescribed in Appendix A
shall be made, on monthly basis, to the Lessor in advance by
the 5th of every month.
1.3.4 The Lessee agrees to be responsible for all expenses such as
electricity, telephone, water supply charges and other
expenses incurred from the lease under this agreement, and
shall make payment to the Lessor within the due date indicated
in the invoices.
1.3.5 The Lessee agrees to be responsible for the building and land
taxes and other taxes incurred from the lease under this
agreement, payable under the existing and future provisions of
laws, on behalf of the Lessor.
The building and land taxes are average, based on monthly
building and land taxes in Appendix A. In case of any change
to the rate of building and land taxes indicated by the
Lessor, the Lessee consents the Lessor to collect the newly
change rate accordingly.
1.3.6 All payment under this agreement shall be made at Finance
Division, Finance Department, of the Lessor. After the Lessee
has made payment to the Lessor, a receipt shall be issued to
the Lessee as evidence. The receipt shall have the signatures
of the Director, Finance Division, Finance Department, of the
Lessor or the designated person, jointly with the cashier of
Finance Division, Finance Department, or the designated person
who must be a financial staff of the Lessor.
1.3.7 If the Lessee is in default of payment of the rents, duties,
and other tax or other expenses payable to the Lessor under
this agreement, the Lessee consents to pay penalty to the
Lessor at a rate of 1.5 percent (one point five) per month of
the outstanding amount for the whole period of default. A
fraction of month shall be counted as one month.
The Lessee agrees that the first paragraph is a separate part
and without prejudice to the right of the Lessor to terminate
this agreement and claim for damages.
1.4 Duties and Responsibilities of the Lessee
1.4.1 The Lessee shall not make use of the leased premises for any
business other than prescribed herein, unless a written
permission has been obtained from the Lessor first.
1.4.2 The Lessee shall not sub-lease the leased premises, either in
whole or in part, or transfer the leasehold to a third party,
or allow a third party to make use of the leased premises,
either in whole or in part, unless a written permission has
been obtained from the Lessor first.
1.4.3 The Lessee shall not alter, change, or make addition to the
leased premises, unless a written permission has been obtained
from the Lessor first.
If any alteration, change, addition or repair, whether major
or small repair, in the leased premises and under any
circumstance, it shall become the property of the Lessor from
the date of building, and the Lessee shall not claim for any
expense or damages from the Lessor.
1.4.4 The Lessee shall maintain the leased premises to be in proper
condition and clean at all times. If the leased premises
appear to be dirty, unbecoming or deteriorated, the Lessee
shall arrange for cleaning or repair at the Lessee's own
expense.
1.4.5 The Lessee shall arrange to have fire extinguishers, as
endorsed by the Lessor, in the leased premises at the Lessee's
own expense.
1.4.6 The Lessee shall comply, and ensure that the Lessee's
attendants or the persons whom the Lessee has appointed or
assigned or hired or ordered to perform the works of the
Lessee, shall comply with the existing instructions,
regulations and directives of the Lessor, and those to be
issued in the future, and be cautious not allowing any person
to take any illegal action in the leased premises, or use it
as a storage or hiding place of any illegal item. In this
case, if any damage occurred, the Lessee shall be liable to
the Lessor for the consequences due to the action of the said
persons as if having been committed by the Lessee.
1.4.7 Throughout the lease period, the Lessee shall facilitate and
permit the Lessor or the Lessor's staff to inspect the leased
premises from time to time, during reasonable hours.
1.5 Rights on Adjustment of Rents and Charges
During the lease period, the Lessor reserves the right to adjust the
rents and charges related to the lease as deemed appropriate. Whereby,
the Lessee shall be notified in advance, and the Lessee consents to pay
the new rents and charges related to the lease to the Lessor
accordingly.
1.6 Termination of Agreement
1.6.1 During the period of this agreement, if either party wishes to
terminate this agreement prior to the expiration, the said
party is entitled to do so; provided that a written notice
must be given to the other party at least thirty (30) days in
advance. In case the Lessor terminates the agreement prior to
the expiration date, the Lessee agrees not to xxx or claim for
any damages from the Lessor.
1.6.2 Each and every clause of this agreement is deemed essential.
If it appears that the Lessee acts or omits to act in
violation of or non-compliance with any clause herein, or
becomes bankrupt, the Lessor is entitled to immediately
terminate this agreement, claim for damages and forfeit the
performance guarantee.
1.7 Return of the Leased Premises
1.7.1 Upon expiration of the lease or the date of termination of
this agreement by the Lessor according to Clause 1.6, as the
case may be, this agreement shall end immediately. The Lessee
shall arrange for demolition or removal of the Lessee's
property from the leased premises and return the same to the
Lessor within seven (7) days from the expiration date or
termination date of the agreement, as the case may be.
1.7.2 In failing to comply with Clause 1.7.1, the Lessee consents
the Lessor to immediately repossess the leased premises and
remove the Lessee's property therefrom. Furthermore, the
Lessee consents to reimburse the expenses the Lessor has to
pay in doing so, and should any damage occurred the Lessee
shall not claim for any compensation.
1.7.3 Besides consenting the Lessor to repossess the leased premises
according to Clause 1.7.2, the Lessee also consents to pay a
daily fine to the Lessor at the rate prescribed in Appendix A,
from the supposed date of return of the leased premises to the
date on which the Lessee and attendants vacate the leased
premises and return the same or the Lessor has carried out
according to Clause 1.7.2, as the case may be.
1.8 Performance Guarantee
Unless otherwise specified in Chapter 2 of the Terms and Conditions of
Lease, in entering into this agreement, the Lessee shall deposit cash
or submit a Letter of Guarantee issued by a local bank for the amount
equivalent to three (3) times of the rent plus the relevant service
fees and monthly building and land taxes, to the Lessor as performance
guarantee.
The above performance guarantee shall be returned after the Lessee has
been relieved from all obligations under this agreement.
In case of an amendment of this agreement, resulting in an increase of
the rent, the Lessee shall submit the performance guarantee to cover
the increased amount accordingly.
1.9 Notice
All notices under this agreement shall be made in writing and deemed
legally forwarded if having been forwarded by one of the following :
- hand delivery to the concerned person of either party; or
- registered mail to the addresses indicated by parties to this
agreement in Chapter 2 herein.
1.10 Dispute
In case any dispute has arisen in connection with this agreement, both
parties agree that it shall be presented to the court in Bangkok
Metropolis.
Chapter 2 Special Terms and Conditions
2.1 Notices
Name and address of the Lessor
Airports Authority of Thailand
Xxxxxxxxx Xxxxxxx Xxxx
Xxx Xxxxxx Xxxxxxxx
Xxxxxxx 00000
Tel. 000-0000, 000-0000
Fax 000-0000, 000-0000
Name and address of the Lessee
King Power Duty Free Co., Ltd.
26th-27th Floors, Siam Tower
989 Rama I Road
Pathum Xxx Xxx-xxxxxxxx, Xxxxxx Xxx Xxxxxxxx
Xxxxxxx 00000
Tel. 000-0000-00
Fax 000-0000
2.2 Duties and Responsibilities of the Lessee
2.2.1 The Lessee shall strictly comply with the laws governing
bonded warehouse or other laws relevant to the said operation,
and the concerned instructions, regulations or directives of
AAT; both existing and those to be issued in the future. The
Lessee shall be cautious, not permitting any person to make
use of the leased premises for any illegal act or storage or
hiding place or illegal thing, or for dwelling, either
temporary or permanently, and should any damage occur under
any circumstances, the Lessee shall be liable to the Lessor
for the action of such person as if having committed by the
Lessee.
2.2.2 The Lessee shall not construct any building or structure or
make any alteration or change or addition or removal of any
building or structure in the leased premises, unless a written
permission has been obtained from the Lessor.
In case of construction of any building or structure or
alteration or change or addition or major repair or small
repair, under any circumstances, in the leased premises, the
building or structure including the components and fixtures
therein shall become the property of the Ministry of Finance
effective the date of such action, and the Lessee shall not
claim for any expenses, compensation or damages from the
Lessor or the Ministry of Finance.
2.2.3 The Lessee shall be responsible for cleanliness, safety, and
maintenance of the leased premises, rest rooms, toilets,
sanitary xxxx, electrical devices, air-conditioning system,
including all equipment to be in good working condition at all
times, both interior and exterior of the leased premises at
the Lessee's own expense.
2.3 Insurance
The Lessee shall arrange for fire insurance of the leased premises with
Thiphaya Insurance Public Company Limited according to the insured sum
approved by the Lessor. The Lessee agrees to be responsible for the
insurance premiums on behalf of the Lessor. The Ministry of Finance
shall be indicated as the beneficiary in the insurance policy. The
Lessee shall submit the insurance policy to the Lessor within 30 days
from the signing date of this agreement.
Appendix B
Performance Guarantee
In entering into this agreement, the Lessee has submitted the Letter of
Guarantee No. L 39-3545, dated 9 December 1996, of Bangkok Metropolitan Bank
Public Company Limited, and the Letter of Extension of Guarantee No. Nor.Sor.
3.2/174/2543 dated 15 May 2000, for Baht 1,340,085.00 (One Million Three Hundred
Forty Thousand Eighty-Five Baht Only), to the Lessor as performance guarantee
for compliance with this agreement.
The performance guarantee submitted by the Lessee in the first paragraph shall
be returned after the Lessee has been relieved from all obligations under this
agreement.
-----------------------------------------
Upon expiration or release of obligation,
please return it to the Bank
-----------------------------------------
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
0, Xxxxxxx Xxxx 0 Xxxx, Xxxxxxx Xxxxxxxxxx
Tel. 0000000 X/X Xx. X 00-0000
Xxxxxx of Guarantee
-------------------
9 December 1996
We, Bangkok Metropolitan Bank Public Company Limited, with offices at 2 Chaloem
Khet 4 Road, Thepsirin Sub-district, Pom Prap Sattru Phai District, Bangkok
Metropolis, hereby issue this Letter of Guarantee to the Airports Authority of
Thailand, as follows :
1. Whereas J.M.T. Duty Free Co., Ltd. has entered into the Lease Agreement
No. 2-02/2539 with the Airports Authority of Thailand for leasing the
rooms and space in Building 305 for use as bonded warehouse, and a
Letter of Guarantee is required as performance guarantee for an amount
of Baht 1,340,085.00 (One Million Three Hundred Forty Thousand
Eighty-Five Baht Only).
We consent to bind ourselves as the guarantor of J.M.T. Duty Free Co.,
Ltd. to the Airports Authority of Thailand for an amount not exceeding
Baht 1,340,085.00 (One Million Three Hundred Forty Thousand Eighty-Five
Baht Only). That is, if J.M.T. Duty Free Co., Ltd. fails to comply with
the agreement entered with the Airports Authority of Thailand, or is in
breach of any clause of the said agreement, thereby the Airports
Authority of Thailand is entitled to forfeit the performance guarantee
or impose fines to and/or claim for damages from J.M.T. Duty Free Co.,
Ltd., we shall promptly make the payment on behalf and without
requesting J.M.T. Duty Free Co., Ltd. to make such payment first.
2. We acknowledge and consent in case the Airports Authority of Thailand
has given an extension or leniency for compliance with the contract to
J.M.T. Duty Free Co., Ltd., provided that the Airports Authority of
Thailand shall notify us without delay.
3. We shall not revoke this guarantee for as long as J.M.T. Duty Free Co.,
Ltd. is liable under the agreement.
As evidence, we, Bangkok Metropolitan Bank Public Company Limited, by the
undersigned who are empowered to enter juristic act binding the bank, hereunder
sign our names and affixed the seal.
For Bangkok Metropolitan Bank Public Company Limited
(Seal of Bangkok Metropolitan Bank Public Company Limited)
- signed - Guarantor - signed - Guarantor
(Illegible) (Illegible)
- signed - Witness - signed - Witness
(Mr. Sonthaya Sakonwari) (Xx. Xxxxxxx Xxxxxxxxxx)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No. Nor.Sor. 3.2/174/2543
15 May 2000
Subject Request for Extension of Guarantee
To Managing Director, Airports Authority of Thailand
Reference Letter of Guarantee No. L 39-3545 dated 9 December 1996 of
Bangkok Metropolitan Bank Public Company Limited, for Baht
1,340,085.00 (One Million Three Hundred Forty Thousand Eighty-
Five Baht Only)
Whereas in the reference letter, Bangkok Metropolitan Bank Public Company
Limited is the guarantor of King Power Duty Free Co., Ltd., to the Airports
Authority of Thailand, according to the terms and conditions of the Lease
Agreement No. 2-02/2539, for leasing the rooms and space in Building 305 for use
as bonded warehouse, for a period of three years, from 13 December 1996 to 3
December 1999. Now, the said agreement has expired and the Airports Authority of
Thailand has extended the said agreement to King Power Duty Free Co., Ltd., for
a period of two years, from 4 December 1999 to 31 December 2001, according to
the Lease Agreement No. 2-02/2542 for leasing the rooms and space in Building
305.
By means of this letter, we, Bangkok Metropolitan Bank Public Company Limited,
consent to bind ourselves as the guarantor of King Power Duty Free Co., Ltd.,
from 4 December 1999 to 31 December 2001, under the same conditions as the
reference Letter of Guarantee. The said Letter of Guarantee shall be valid
throughout the period of the Lease Agreement No. 2-02/2542.
Please be informed accordingly.
Yours respectfully,
For Bangkok Metropolitan Bank Public Company Limited
- signed -
Mr. Phatsakorn Thiansawetkun
(Guarantee Manager)
Appendix A
(3 sheets)
Details of Rents and Location of the Leased Premises Page 1
----------------------------------------------------
Agreement No. 2-02/2542 dated 7 June 2000
-----------------------------------------
------------------------------------------------------------------------------------------------------------------------
Area Rents Rent Building/ Fine Lease Period
Leased Premises Sqm. Baht/Sqm. Baht/Month Land Tax
Per month Baht/Month Baht/Day From To
----------------------------- -------- --------- ---------- ---------- --------- --------------- ----------------
Rooms & Spaces in Xxxxxxxx
000, Xxxxxxx Int'l Airport
Rooms for Offices
-----------------
- Room No. 1 13.00 270.00 3,510.00 438.75 263.25 4 December 1999 31 December 2001
- Room No. 2 33.50 270.00 9,045.00 1,130.63 678.38 4 December 1999 31 December 2001
- Room No. 3 33.50 270.00 9,045.00 1,130.63 678.38 4 December 1999 31 December 2001
Space for Bonded Warehouse
--------------------------
- No. 4 2,123.00 165.00 350,295.00 43,786.88 26,272.13 4 December 1999 31 December 2001
Space for Loading/Unloading
---------------------------
Bonded Warehouse
----------------
- Zone No. 245 845.00 85.00 71,825.00 8,978.13 5,386.88 4 December 1999 9 June 2000
------------------------------------------------------------------------------------------------------------------------------
(Seal of King Power Tax Free Co., Ltd.)
The Lessor The Lessee
---------- ----------
- signed - - signed -
(Flight Lieutenant Usar Borisuth) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
- signed - - signed -
(Mr. Krit Phakhakit) (Miss Sarinthon Chongchaidejwong)
