Lease Agreement
Bangkok International Airport
Agreement No. 1-122/2541
This agreement is made at the Airports Authority of Thailand on 28 September
1999 between the Airports Authority of Thailand, represented by Flight
Lieutenant Pradit Mongkonapiban, Deputy Managing Director, Acting Managing
Director of the Airports Authority of Thailand, hereinafter called the "Lessor"
of one part, and King Power Tax 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 Tax Free Co., Ltd.
according to the Certificate No. Phor.Hor. 0011128 dated 4 August 1999 issued by
the Office of Partnership/Company Registration, Bangkok Metropolis, 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 the purpose of operating business of selling
merchandize and souvenirs promoting tourism of Thailand.
Therefore, both parties agree to enter into an agreement, 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.
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.
The Lessor The Lessee
- signed - - signed -
(Flight Lieutenant Pradit Mongkonapiban) (Mr. Viratana Suntaranond)
(Seal of King Power Tax Free Co., Ltd.)
Witness Witness
- signed - - signed -
(Mr. Sukwat Chayakorn) (Mr. Krit Phakakit)
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.
1.3 Fee and Rents and Method of Payment
1.3.1 The Lessee agrees to pay the fee and rents to the Lessor as
follows :
(a) Fee for entering into this agreement, Baht 3,334.00
(Three Thousand Three Hundred Thirty-Four Baht) not
including the value added tax
(b) Rents, service fees and charges are as prescribed in
Appendix A
1.3.2 Payment of the fee under Clause 1.3.1(a) shall be made to the
Lessor on the signing date of this agreement.
1.3.3 For the rents, services fees and charges as prescribed in
Appendix A, the Lessee agrees to make monthly payment 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 pay them to the Lessor within the due date indicated in
the invoices.
1.3.5 The Lessee agrees to be responsible for the taxes/duties and
fees incurred from the lease under this agreement such as the
value added tax payable according to the existing and future
provisions of laws, on behalf of the Lessor.
The monthly building and land taxes indicated in Appendix A
are estimates, based on an average of each year's rents. If
the authorities assess and collect the building and land taxes
more than the amount indicated by the Lessor, the Lessee
agrees to pay the difference to the Lessor within 30 (thirty)
days from the date of receiving the Lessor's notice.
1.3.6 All payment under this agreement shall be made to 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 rents, duties and
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 it shall not impair the Lessor's right 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 in this agreement, unless a
written permission has been obtained from the Lessor first.
1.4.2 The Lessee must sell the merchandize and souvenirs at
reasonable prices (similar to the prices in the department
stores).
1.4.3 The Lessee must have price tags visibly displayed, and prices
shall be in Baht. If the Lessee wishes to have price tags in
other currency along with Baht, the Lessee may do so taking
into consideration the appropriateness and using the exchange
rates of the bank in the Bangkok International Airport shall
apply. In case the Lessee has received payment in other
foreign currency, the exchange rates of the bank in the
Bangkok International Airport shall apply. Moreover, the
currency exchange rates must be visibly displayed.
1.4.4 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,
unless a written permission has been obtained from the Lessor
first.
1.4.5 The Lessee shall not alter, change, make addition to the
leased premises, unless a written permission has been obtained
from the Lessor first.
In case of any alteration, change, addition or repair, either
major or minor, to the leased premises in any case, such
property shall belong to the Lessor from the date of
commencement, and the Lessee shall not claim for any expense
or indemnity from the Lessor.
1.4.6 The Lessee shall maintain the leased premises to be in proper
condition and clean at all times. If the leased premises
appears to be dirty, unbecoming or deteriorated, the Lessee
shall arrange for cleaning or repair at the Lessee's own
expense.
1.4.7 The Lessee shall arrange to have fire extinguishers, endorsed
by the Lessor, available in the leased premises at the
Lessee's own expense.
1.4.8 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 various tasks in the
Lessee's business, shall comply with the relevant
instructions, regulations and directives of the Lessor, both
existing and 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. If any damage occurred therefrom, 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.
1.4.9 Throughout the lease, the Lessee shall facilitate and allow
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 Rent and Charges
During validity of this agreement, the Lessor reserves the right to
adjust the rent and the relevant services fees and charges as deemed
appropriate, and shall notify the Lessee in advance. The Lessee agrees
to pay the newly adjusted rents, services fees and charges accordingly.
1.6 Termination of Agreement
1.6.1 During validity, if the Lessor or the Lessee wishes to
terminate this agreement prior to the expiration date, the
Lessor or the Lessee 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
this agreement prior to the expiration date, the Lessee agrees
not to ▇▇▇ or claim for indemnity from the Lessor.
1.6.2 Each and every clause of this agreement is deemed substantial.
If it appears that the Lessee acts or omits to act in
violation of or non-compliance with any clause of this
agreement, or becomes bankrupted, the Lessor is entitled to
immediately terminate this agreement, claim for indemnity and
forfeit the performance guarantee.
1.7 Return of the Leased Premises
1.7.1 Upon expiration or termination of this agreement by the Lessor
or the Lessee according to Clause 1.6, as the case may be,
this agreement immediately becomes extinct. The Lessee shall
remove 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, 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 from the leased premises.
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 indemnity.
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 have vacated the
leased premises and return the same accordingly 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 of 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 each party; or
- registered mail to the addresses indicated by both parties in
Chapter 2 of this agreement
Chapter 2 Special Terms and Conditions
Notices
Name and address of the Lessor
Airports Authority of Thailand
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel. ▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇▇
Fax ▇▇▇-▇▇▇▇
Name and address of the Lessee
King Power Tax Free Co., Ltd.
26th-27th Floors, Siam Tower
989 Rama I Road
Pathum Wan Sub-district, Pathum Wan District
Bangkok Metropolis
Tel. 658-0020-41 ext. 524
Fax ▇▇▇-▇▇▇▇
Details of Rents and Chart Showing Location of Lease Premises Appendix A
Lease Agreement No. 1-122/2541, dated 28 September 1999 (Total 3 Sheets)
Sheet #1
-------------------------------------------------------------------------------------------------------------------
Lease Period
-------------------------
Leased Premises Space Rent Rent Service Fee Building & Fine From To
Square Metre Baht/Sqm. Baht/Month Baht/Month Land Baht/Day
(Sqm.) per month Taxes
Baht/Month
--------------- ------------ --------- ---------- ----------- ---------- --------- ----------- ------------
Domestic Passengers Terminal, Bangkok International Airport
-----------------------------------------------------------
- Zone 3265 A 310.00 750.00 232,500.00 34,875.00 29,062.50 19,762.50 1 Jan. 1998 31 Dec. 1999
- Zone 3712 B 40.00 750.00 30,000.00 4,500.00 3,750.00 2,550.00 1 Jan. 1998 31 Dec. 1999
- Zone 3712 C 63.00 750.00 47,250.00 7,087.50 5,906.25 4,016.25 1 Jan. 1998 31 Dec. 1999
-------------------------------------------------------------------------------------------------------------------
The Lessor The Lessee
---------- ----------
- signed - - signed -
(Flight Lieutenant Pradit Mongkonapiban) (Mr. Viratana Suntaranond)
(Seal of King Power Tax Free Co., Ltd.)
Witness Witness
------- -------
- signed - - signed -
(Mr. Sukwat Chayakorn) (Mr. Krit Phakakit)