EXHIBIT 10.8
(TRANSLATION)
CONTRACT ON PERMISSION TO ENGAGE IN BUSINESS
OF SALE OF MERCHANDISE AND SOUVENIRS AND
TO LEASE PREMISES TO ENGAGE IN BUSINESS
AT THE INTERNATIONAL PASSENGER
TERMINAL OF THE BANGKOK AIRPORT
DUTY STAMP Contract No. 6-01/2536
THIS CONTRACT is made at the Airports Authority of Thailand on the 18th day of
March 1993 between the AIRPORTS AUTHORITY OF THAILAND by Air Xxxxxxx Xxxxxx
Kerdsindu, the Governor, hereinafter referred to as "AAT" of the one part and
X.X.X.XXXXX CO., LTD., a limited company incorporated under the Civil and
Commercial Code, having the head office located at 000/00 Xxx Xxxxxxx Xxxx,
Xxxxxx Phra Pinklao Road, Bang Yeekham Sub-District, Bangkok Noi District,
Bangkok Metropolis and having a branch office located at No. , by Mr. Viratana
Suntaranond, the person authorized to act on behalf of the company, hereinafter
referred to as the "Supplier" of the other part.
WHERAS AAT is desirous to make available the service of sale of merchandise and
souvenirs at the Arrival and Departure Halls of the International Passenger
Terminal, the Bangkok Airport:
WHERAS The Supplier has skill and is desirous to operate the said business and
to lease from AAT premises in order to engage in such business.
NOW, THEREFORE, The Parties hereby agree as follows:
AAT agrees to permit the Supplier to engage in the business within the airport
and to lease premises therein in order to operate the business herein
contemplated subject to the conditions detailed in the "Contract Conditions for
Engagement in Business in Airports and Lease of Premises for Engagement in
Business" and the following Appendixes attached hereto and which are deemed
parts hereof:
Appendix A. List Showing Details of Leased Premises, Remuneration for the Eease,
and Plans of Leased Premises.
Appendix B. Contract Security.
Appendix C. Documents Showing the Incorporation and the Authorized Person of the
Supplier.
Appendix D. Other (if any).
This Contract is made in duplicate with identical content. The Parties have
thoroughly read and understood the same, thus setting their hands together with
the seal(if any) affixed in presence of witnesses and each keeping one copy.
AAT Supplier
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(Signed) Air Marshal (signature)
(Tavorn Kerdsindu) (Signed) (signature) (seal)
(Mr. Viratana Suntaranond)
Witness Witness
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(Signed) (signature) (Signed) (signature)
(Mr. Somjit Nupui) (Ms. Anocha Kamnerdngam)
(TRANSLATION)
CONTRACT CONDITIONS FOR ENGAGEMENT
IN BUSINESS IN AIRPORTS AND LEASE OF
PREMISES FOR ENGAGEMENT IN BUSINESS
CHAPTER 1. GENERAL PROVISIONS
CHAPTER 2. SPECIAL PROVISIONS
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CHAPTER 1. GENERAL PROVISIONS
1.1 Scope of Engagement in Business
AAT agrees to permit the Supplier to engage in the business in the airports
as detailed in Chapter 2 hereof.
1.2 Premises for Engagement in Business
The Supplier shall engage in the business under this Contract in the
premises as designated by AAT, the details of which are shown in Appendix
A. The Supplier agrees to lease the said premises for engagement in the
business and shall, as the lessee, comply with the conditions herein
stipulated in all respects.
1.3 Duration of Contract
AAT agrees to permit the Supplier to engage in the business and to lease
the premises therefor for a duration set forth in Chapter 2 hereof.
1.4 Remuneration, Rental and Method of Payment
1.4.1In consideration to the permission granted for the engagement in
business and lease of premises, the Supplier agrees to pay to AAT
remuneration and rental as follows:
(a) Fee for the execution of contract in the amount of Baht
5,000 (Five thousand Baht).
(b) Remuneration payable from the business engaged and time for
payment thereof shall be as stipulated in Chapter 2.
(c) Rental and charges shall be as stipulated in Appendix A.
1.4.2The fee stipulated in Clause 1.4.1 (a) is to be paid to AAT on
the date hereof.
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1.4.3The Supplier agrees to pay the rental and charges as stipulated
in Appendix A to AAT monthly in advance within the 5th day of
every month.
1.4.4The Supplier consents to bear all the expenses to be incurred in
engagement in the business, e.g. charges relating to the
electricity, telephone, water supply or other costs and agrees to
pay the same to AAT within the period fixed in the invoices
relating to such respective expenses.
1.4.5The Supplier agrees to pay for AAT all the duty, levy and fees
to be incurred from the engagement in business and which are
payable under the law which is now in force or to be in force in
the future.
The Housing and Land Tax as shown in Appendix A hereto is an
estimate of the average monthly Housing and-Land Tax. Should
there be any change to the rate as herein specified by AAT, the
Supplier consents for AAT to charge the same at the rate as
amended.
1.4.6All the payments as herein required shall be made to the
Financial Section, the Financial Division of AAT. Upon such
payments have been duly made by the Supplier to AAT, AAT shall
issue relevant receipts therefor to the Supplier. All such
receipts must bear the joint signatures of the Chief of the
Financial Section, the Financial Division of AAT or any person
entrusted therefor and of the Chief of the Receipt-Payment Works,
the Financial Section, the Financial Division of AAT or the
person entrusted as the financial officer of AAT.
1.4.7If the Supplier is in default of payment of any of the
remunerations, rental, duty and charges herein payable to AAT,
the Supplier consents to pay a penalty to AAT at the rate of 1.5
(one point five) percent per month of the amount owed throughout
the period of such default. Fraction of any month shall be
treated as one month.
The Supplier agrees that the right mentioned in the preceding
paragraph shall not prejudice the right of AAT to terminate this
Contract and to claim for other damages.
1.5 The Supplier's Obligations
1.5.1In engaging in the business herein stipulated, the Supplier
shall use its skill, care and effort in accordance with the
standard applied by other suppliers in the same business, and
shall take into account the reputation and image of AAT.
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1.5.2. Except a prior written consent is given by AAT, the Supplier
shall neither assign the business herein stipulated nor grant a
consent for any person to engage in the business whether in whole
or in part. Even though such consent is granted by AAT, the
Supplier shall still assume all liabilities to be incurred from
the engagement in the business herein stipulated.
1.5.3The Supplier shall comply with the law, whether now in force or
to be in force in the future, relating to the engagement in
business herein stipulated.
1.5.4The Supplier shall comply with the special obligations
stipulated in Chapter 2 hereof.
1.6 The Supplier's Obligations as Lessee of Premises Required for Engagement in
Business under this Contract.
1.6.1Except a prior written consent is given by AAT, the Supplier
shall not use the leased premises for any purpose other than for
engagement in the business herein stipulated.
1.6.2Except a prior written consent is given by AAT, the Supplier
shall not, whether in whole or in part, sublease or assign the
lease or consent any person to exploit the leased premises.
1.6.3Except a prior written consent is given by AAT, the Supplier
shall not make any alteration, modification or addition to the
leased premises.
Any alteration, modification, addition or repair, whether major
or minor, made to the leased premises shall become AAT's property
as from the date from which such alteration, modification,
addition or repair is made thereto, and the Supplier shall not be
entitled to claim for any costs therefor or any damage from AAT.
1.6.4The Supplier shall always keep and maintain the leased premises
in a tidy and clean condition. Should the leased premises be
dirty, cluttered or deteriorated, the Supplier shall properly
clean or repair the same at the Supplier's expenses.
1.6.5The Supplier shall, at its own expense, make available at the
leased premises fire extinguishers which are approved by AAT.
1.6.6The Supplier shall comply with and shall ensure that the
Supplier's dependents or persons appointed, entrusted, employed
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or engaged by the Supplier to work in the business, comply with
all related orders, rules or regulations of AAT whether the same
are currently in force or which will be prescribed in the future.
The Supplier shall also exercise good care in not allowing any
person to use the leased premises for any illegal purpose or for
keeping or concealing any illegal item therein. Should there be
an occurrence of any such events, the Supplier shall be liable to
AAT for any damage incurred as a result of the act of any such
persons as if it was the act of the Suppliers.
1.6.7Throughout the period for which the lease of premises is still
in effect, the Supplier will, from time to time and for a
reasonable duration, allow AAT or its personnel to inspect the
leased premises and facilitate such personnel in making such
inspection.
1.7 Termination
1.7.1Except as otherwise stipulated in Chapter 2 hereof, during the
period of this Contract, AAT is entitled, if so desired, to
terminate this Contract prior to the expiry of its term provided
a written notice thereof must be given to the Supplier not less
than thirty (30) days in advance. The Supplier agrees not to
institute any lawsuit or claim for any damage against AAT as a
result thereof.
1.7.2Each of the stipulations of this Contract is of essence. Should
the Supplier commit or fail to commit any act in violation of any
stipulation of this Contract or become bankrupt, AAT is entitled
to immediately terminate this Contract and to claim for damage
including to forfeit the contract security herein given.
1.8 Cessation of Business and Return of Leased Premises.
1.8.1Upon the expiry of the term of this Contract or the exercise by
AAT of its right to terminate this Contract in accordance with
Clause 1.7, as the case may be, this Contract shall be deemed to
be immediately terminated. The Supplier shall then cease to
engage in the business, demolish or remove the Supplier's
properties from the leased premises and return the leased
premises to AAT within seven (7) days from the expiry date or the
date following the date on which the notice of termination was
given, as the case may be.
1.8.2Should the Supplier fail to comply with the stipulation of
Clause 1.8.1, the Supplier consents for AAT to immediately
repossess the leased premises including to demolish or remove the
Supplier's properties from the leased premises. The Supplier
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consents to bear all the expenses incurred by AAT therefor.
Should there be any damage incurred therefrom, the Supplier shall
not claim for any damage.
1.8.3In addition to the consent given to AAT to repossess the leased
premises and to demolish or remove the Supplier's properties
therefrom as mentioned in Clause 1.8.2, the Supplier also
consents to pay a daily penalty to AAT at the rate stipulated in
Chapter 2 to be calculated from the date following the due date
required for the Supplier to cease the business and return the
leased premises until the Supplier and its dependents shall have
vacated the leased premises and properly returned the same or
until AAT has duly completed the acts stipulated in Clause 1.8.2,
as the case may be.
1.9 Dispute
The Parties agrees to refer any dispute arisen out of this Contract to any
Court of competent jurisdiction within Bangkok Metropolis.
CHAPTER 2. SPECIAL PROVISIONS
2.1 Scope of Engagement in Business
AAT agrees to permit the Supplier and the Supplier agrees to engage in the
business of sale of merchandise and souvenirs at the Arrival and Departure
Halls of the International Passenger Terminal, the Bangkok Airport.
2.2 Duration of Contract
2.2.1AAT agrees to permit and the Supplier agrees to engage in the
business of sale of merchandise and souvenirs herein stipulated
for a period of 5 years commencinc from Auri1 1. 1993 to March
31. 1998.
2.2.2AAT agrees to let and the Supplier agrees to lease the Leased
Premises, for sale of merchandise and souvenirs herein
stipulated, for a period stipulated in the List attached hereto
as Appendix A.
2.3 Remuneration for Permission to Engage in Business and Method of Payment
2.3.1The Supplier agrees to pay to AAT in advance and on a monthly
basis, the remuneration for the permission granted to engage in
the business of sale of merchandise and souvenirs herein
stipulated as follows:
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a) During the lst year commencing from April 1, 1993 to March 31,
1994, the Supplier agrees to pay AAT the amount of Baht
27,377,777 (Twenty seven million three hundred seventy seven
thousand seven hundred seventy seven Baht) per month in advance.
b) During the 2nd year commencing from April 1, 1994 to March 31,
1995, the Supplier agrees to pay AAT the amount of Baht
30,115,555 (Thirty million one hundred fifteen thousand five
hundred fifty five Baht) per month in advance.
c) During the 3rd year commencing from April 1, 1995 to March 31,
1996, the Supplier agrees to pay AAT the amount of Baht
33,127,111 (Thirty three million one hundred twenty seven
thousand one hundred eleven Baht) per month in advance.
d) During the 4th year commencing from April 1, 1996 to March 31,
1997, the Supplier agrees to pay AAT the amount of Baht
36,439,822 (Thirty six million four hundred thirty nine thousand
eight hundred twenty two Baht) per month in advance.
e) During the 5th year commencing from April 1, 1997 to March 31,
1998, the Supplier agrees to pay AAT the amount of Baht
40,083,804 (Forty million eighty three thousand eight hundred and
four Baht) per month in advance.
2.3.2The Supplier agrees to pay the remuneration stipulated in Clause 2.3.1
to AAT monthly in advance within the 5th day of every month.
2.4 Renovation, Decoration, Additional Construction
2.4.1AAT has properly allocated the premises required for the operation of
business under this Contract. The Supplier shall decorate the
premises, install counters or equipment or make any necessary
additional construction thereto at its own expenses provided the plans
relating to the said counters, decoration, construction or equipment
shall be approved by AAT in advance. Such decoration, installation or
construction shall be made in a discerning and orderly manners. The
materials or equipment to be used therefor must be of good quality and
contemporary. The Supplier consents for the decoration, installation
or construction made or installed thereto become the property of AAT
as from the date the same is made thereto, and shall not claim for any
expense therefor or damage against AAT.
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2.4.2If the Supplier intends to make any further renovation, decoration or
construction, the Supplier shall notify AAT and comply with Clause
2.4.1 mutatis mutandis, and such renovation, decoration and
construction shall also become the property of AAT.
2.5 Special Obligations
2.5.1The Supplier shall maintain the premises, for the sale of merchandise
or souvenirs, in a hygienic and orderly manners.
2.5.2The merchandise or souvenirs available for sale, must be the products
manufactured in Thailand or products, manufactured abroad, which a
permission has been granted for distribution of the same in Thailand.
Such merchandise or souvenirs must be of an equivalent quality
comparable to the same type of merchandise or souvenirs available for
sale in any first class department stores in Bangkok Metropolis
2.5.3The Supplier is barred to sell or display the following merchandise
or souvenirs:
- Flowers, dried flowers, artificial flowers.
- Fruits, dried fruits, preserved fruits, pickled fruits, fruit
paste and can fruits.
- All types of consumable products, i.e. fresh foods, instant
foods, dried foods, can foods, spices and seasonings,chocolate.
2.5.4The Supplier is barred to sell or display illegal merchandise or
souvenirs or merchandise not allowed on board.
2.5.5The Supplier shall open - close the premises for sale of merchandise
or souvenirs at least from 06.00 - 24.00 hours everyday. If the
Supplier is desirous to change the said business hours, a written
permission therefor must be obtained from AAT in advance.
2.4.6The Supplier shall put price tags, in Thai BaLt or other currency as
deemed appropriate, on all merchandise or souvenirs available for sale
in a conspicuous manner.
2.5.7In cases the purchasers or passengers who purchased the merchandise
or souvenirs from the Supplier, have complained or made a complaint to
AAT that the prices of such merchandise or souvenirs are unreasonably
high, AAT reserves the right to notify the Supplier to change the
prices thereof and by which the Supplier agrees to accept such AAT's
consideration in all respects.
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2.5.8The Supplier shall and shall ensure that the persons appointed,
entrusted, employed or assigned by the Supplier to work in its
business, dress properly, wear name tag or name plate approved by AAT
and perform their duties in selling merchandise and souvenirs with
polite manner.
2.5.9The Supplier shall, at all time, maintain the equipment or properties
located in the leased premises or which are within the responsibility
of the Supplier, in good, workable and clean conditions. Should the
same be defective, deteriorated or dirty, the Supplier shall repair,
replace or clean it, as the case may be, at the entire expenses of the
Suppliers.
2.5.10 Upon a prior written approval is granted by AAT, the Supplier may
generate income from advertising activity provided such advertisement
must be for those merchandise or souvenirs being sold or displayed by
the Supplier.
2.5.11 The carton or package for packing the merchandise or souvenirs must
be compact and suitable for carrying on board.
2.5.12 The Supplier or persons entrusted, employed or assigned by the
Supplier to work in its business, shall not act in any way which will
cause damage to AAT's properties or reputation. Should there be any
damage incurred from the act of either the Supplier or such persons,
the Supplier shall entirely be liable to AAT therefor.
2.6 Damage
Should the Supplier not comply with the stipulations of Clause 1.8.1 or
1.8.2, as the case maybe, the Supplier agrees to pay damage to AAT at the
rate of Baht 2,697,700 (Two million six hundred ninety seven thousand seven
hundred Baht) per day from the date following the due date required for the
Supplier to return the leased premises until the Supplier and its
dependents shall have vacated the leased premises and properly returned the
same or until AAT has duly completed the acts stipulated in Clause 1.8.2,
as the case may be.
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LIST SHOWING DETAILS OF LEASED PREMISES,
REMUNERATION FOR THE LEASE AND PLANS OF LEASED PREMISES
Contract No. 6-01/2536 dated March 18, 0000
Xxxxxxxx
(Total 4 Pages)
Page 1
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Particulars Area in Rental Rate Rental Charges Housing and Lease Period
Square Babt/Sq.m. Land Tax -------------------------------
Meter /month Baht/month Baht/month Baht/month From Up to
(Sq.m.)
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Areas within the International
Passenger Terminal
- Within the Arrival Hall of
2 locations 48.- 500.- 24,000.- 3,600.- 3,000.- April 1, 1993 March 31, 1998
- Within the Departure Hall
of 7 locations 551.- 500.- 275,500.- 41,325.- 34,437.50 April 1, 1993 March 31, 1998
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AAT Supplier
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(Signed) Air Marshal (signature) (Signed) (signature) (seal)
(Tavorn Kerdsindu) (Mr. Viratana Suntarannond)
Witness Witness
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(Signed) (signature) (Signed) (Signature)
(Mr. Somjit Nupui) (Ms. Anocha Kamnerdngarn)
[Three pages graphics (floor plan) ommitted.]
