EXHIBIT 10.16
(TRANSLATION)
CONTRACT ON PERMISSION TO SELL SOUVENIRS
AND MISCELLANEOUS MERCHANDISE AND
TO LEASE PREMISES TO ENGAGE IN BUSINESS
AT THE DOMESTIC PASSENGER TER1\IINAL OF
THE BANGKOK AIRPORT
DUTY STAMP
Contract No. 6-14/2539
THIS CONTRACT is made at the Airports Authority of Thailand on the 24th day of
May 1996 between THE AIRPORTS AUTHORITY OF THAILAND by Air Chief Xxxxxxx Xxxxxx
Chandrubeksa, 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 Yeekhan 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 souvenirs and
miscellaneous merchandise at the Domestic Passenger Terminal of the Bangkok
Airport; and
WHERAS The Supplier has skill and is desirous to engage in the business and to
lease premises from AAT to engage in the said 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, Duration of Lease,
Rental, Charges and Plans of Leased Premises.
Appendix B. Contract Security.
Appendix C. Documents Showing the Incorporation and the Authorized
Person of the Supplier.
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Appendix D. Other (if any).
This Contract is made in duplicate with identical content. The Parties have
thoroughlyread 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 Chief Marshal (signature) (Signed) (signature) (seal)
(Xxxxxx Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
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(Signed) (signature) (Signed) (signature)
(Mr. Sukhawat Chayakorn) (Mr. Somiit Nupui)
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(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
-------------------------------------
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
remunerations and rental as follows:
(a) Fee for the execution of contract in the amount of Baht 5,000
(Five thousand Baht) which is not inclusive of VAT.
(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 of ficer 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 damapes.
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 stioulated.
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 or engaged by the
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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 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.
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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 souvenirs and miscellaneous merchandise at the Domestic
Passenger Terminal of the Bangkok Airport, to passengers and persons using
the services of such airport.
2.2 Construction, Decoration of Business Premises and Ownership in Structure
In engaging in the business as stipulated in Clause 2.1, AAT has permitted
the Supplier and the Supplier agrees to construct, decorate the business
premises at the entire expenses of the Supplier provided the Supplier shall
propose the plans therefor for AAT's prior approval. Any such construction
or decoration shall be made in a discerning and orderly manners. The
materials to be used therefor must be of good quality and contemporary. The
Supplier agrees that such construction or decoration shall become the
property of AAT as from the date the same is made thereto, and the Supplier
shall not claim for any expense therefor or any damage against AAT.
2.3 Duration of Contract
AAT agrees to permit and the Supplier agrees to engage in the business of
sale of souvenirs and miscellaneous merchandise herein stipulated for a
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period of 3 years commencing from July 1, 1996 to June 30, 1999. AAT agrees
to let and the Supplier agrees to lease the leased premises for sale of
souvenirs and miscellaneous merchandise as herein stipulated for a period
stipulated in the List (Appendix A) attached hereto.
2.4 Remuneration for Permission to Engage in Business and Method of Payment
2.4.1The Supplier agrees to pay a monthly remuneration for permission
granted to engage in the business of sale of souvenirs and
miscellaneous merchandise, to AAT at the rate thereof fixed for each
respective years as follows:
- During the lst year commencing from July 1, 1996 to June 30' 1997,
in the amount of Baht 2,838,789 (Two million eight hundred thirty
eight thousand seven hundred eighty nine Baht) per month.
- During the 2nd year commencing from July 1, 1998 to June 30, 1998,
in the amount of Baht 3,122,667.90 (Three million one hundred twenty
two thousand six hundred sixty seven and 90/100 Baht) per month
During the 3rd year commencing from July 1, 1998 to June 30,1999, in
the amount of Baht 3,434,934.69 (Three million four hundred thirty four
thousand nine hundred thirty four and 69/100 Baht) per month.
The Supplier agrees that the remuneration to be paid to AAT for permission
granted to sell souvenirs and miscellaneous merchandise as mentioned above
is not inclusive of VAT for which the Supplier shall pay for the same at
the rate provided under the law.
2.4.2The Supplier agrees to pay the remuneration, as stipulated in Clause
2.4.1, together with VAT to AAT monthly in advance within the 5th day
of every month.
2.5 Special Obligations
In engaging in the business of sale of souvenirs and miscellaneous
merchandise, the Supplier shall comply with the following:
2.5.1Except a prior written consent is given by AAT, the Supplier shall
not either use the leased premises for any purpose other than that
stipulated in Clause 2.1,sublease, assign the lease, assign the
business to any person or consent any person to exploit the leased
premises, whether in whole or in part.
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2.5.2The Supplier shall have the business of the sale of souvenirs and
miscellaneous merchandise opened everyday without any holiday, and
shall open - close the premises for sale of souvenirs and
miscellaneous merchandise 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.
2.5.3The souvenirs and miscellaneous merchandise 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 souvenirs and miscellaneous merchandise must be
of an equivalent quality comparable to the same type of souvenirs and
miscellaneous merchandise available for sale in any first class
department stores in Thailand.
2.5.4The Supplier shall put price tags, in Thai Baht or other currency as
deemed appropriate, on all the souvenirs and miscellaneous merchandise
available for sale in a conspicuous manner. In case any person who
purchased the souvenirs or miscellaneous merchandise, has complained
or made a complaint to AAT that the prices thereof are unreasonably
high, AAT reserves the right to notify the Supplier to change the
prices of the merchandise available for sale, and the Supplier agrees
to accept such AAT's consideration to be f~nal in all respects.
2.5.5There are souvenirs and miscellaneous merchandise which are
absolutely prohibited to be sold in the business premises, i.e.
souvenirs and miscellaneous merchandise which are illegal or not
permitted to be carried on board, foods, snacks and all types of
beverages including alcoholic beverages.
2.5.6The carton or package for packing the souvenirs and miscellaneous
merchandise must be compact and suitable for carrying on board.
2.5.7Upon a prior written approval is granted by AAT, the Supplier may
generate income from advertising activity provided such advertisement
must be for those souvenirs and miscellaneous merchandise available
for sale in the business premises.
2.5.8The Supplier shall ensure that its dependents or 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
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and perform their duties in selling souvenirs and miscellaneous
merchandise with polite manner.
2.5.9Should, during engagement in the business stipulated under this
Contract, there is any damage incurred to the properties or reputation
of AAT or others and notwithstanding such damage is caused by the
Supplier or persons appointed, entrusted, employed or assigned by the
Supplier to work-in its business, the Supplier consents to pay all
damages incurred to AAT or other person and shall immediately do so
upon being notified by AAT in writing.
2.5.10 The Supplier shall not use the words "AIRPORTS AUTHORITY OF
THAILAND", "AAT", other reference relating to AAT or any of AAT's
symbols or marks, as a character or symbol of the Supplier's business
or corporate name, in a manner which may lead the others to believe
that it is the business of AAT.
2.6 Renovation, Modification or Addition
Unless prior written consent is given by AAT, the Supplier shall not make
any renovation, modification or addition of or to the existing structure of
the business premises.
Any renovation, modification or addition made to the business premises
shall, in any event, ecome the property of AAT as from the date the same is
made thereto, and the Supplier shall not claim for any expense therefor or
damage against AAT.
2.7 AAT's Reservation
2.7.1The area of the leased premises, on which AAT permits the Supplier to
lease the same as its business premises and having details as shown in
Appendix A hereto, is an estimate, contained in documents for
selecting supplier, for the purpose of calculating the rental and
related charges. Upon the completion by the Supplier of the
construction, renovation or decoration of the business premises, AAT
shall, therefore, measure the actual area thereof for making
calculation of the rental and related charges based upon the areas
actually leased. AAT shall later notify the result thereof in writing
to the Supplier and such AAT's notice shall be deemed part hereof.
2.7.2During the period of this Contract, if AAT finds it necessary or is
desirous to change, move, increase or decrease the area of the
business premises or take back any part thereof, and the result of
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which would render the Supplier to be unable to continue to engage in
the business in the said business premises or to make another
renovation, modification or decoration of the business premises, the
Supplier agrees to give its consent thereto and shall do so at the
entire expenses of the Supplier. The Supplier also agrees not to claim
for any expense therefor or damage against AAT.
2.7.3During the period of this Contract, AAT reserves the rights, by
advance notice to the Supplier, to adjust the rental and any related
charges relating to the lease of the business premises as AAT deems it
appropriate, and the Supplier agrees to accept the new rates of rental
and related charges adjusted by AAT.
2.8 Damage
Should the Supplier not comply with the stipulation of Clause 1.8.1
concerning the General Provisions, the Supplier agrees to pay damage to AAT
at the rate of Baht 236,646 (Two hundred thirty six thousand six hundred
forty six Babt) per day.
2.9 Contract Security
In entering into this Contract, the Supplier has delivered a security
having a value equal to 5 times of the monthly remuneration payable during
the 3rd year of this Contract, to secure its performance hereunder (the
details of which is shown in Appendix B).
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(TRANSLATION)
LIST OF REMUNERATION FOR THE LEASE AND PLAN OF LEASED PREMISES
CONTRACT NO. 6-14/2539 DATED MAY 24,1996
Appendix A
(Total 3 Pages)
Page 1
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Particulars Area in Rental Rate Rental Charges Housing and Lease Period
of Leased Premises Square Baht/Sq.m. Land Tax
Meter /month Baht/month Baht/month Baht/month From Up to
(Sq.m.)
------------------------------------------------------------------------------------------------------------------------------------
Premises within the Domestic
----------------------------
Passenger Terminal
----------------------------
Bangkok Airport
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- No. 101 B 30.00 750.- 22,500.- 3,375.- 2,812.50 July 1, 1996 June 30, 1999
- No. 2653 40.00 750.- 30,000.- 4,500.- 3,750.- July 1, 1996 June 30, 1999
- No. 2654 50.00 750.- 37,500.- 5,625.- 4,687.50 July 1, 1996 June 30, 1999
------------------------------------------------------------------------------------------------------------------------------------
AAT Supplier
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(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(Xxxxxx Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
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(Signed) (signature) (Signed) (signature)
(Mr. Sukhawat Chavakorn) (Mr. Somjit Nuepui)
[Two pages of graphics (floor plans) omitted.]
