Contract of Permission for Operating Business of
Selling Merchandise and Souvenirs
at Chiang Mai Airport
Contract No. Chor.Mor. 1-27/2543
This contract is made at the Airports Authority of Thailand on 19 March 2001,
between the Airports Authority of Thailand, represented by Flight Lieutenant
Usar Borisuth, Deputy Director, acting Managing Director of the Airports
Authority of Thailand, hereinafter called "AAT" 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, No.
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. 0000348 dated 8 January 2001, issued by the Office of
Partnership/Company Registration, Bangkok Metropolis, hereinafter called the
"Operator" of the other part.
Both parties agree as follows :
1. Business Operation
AAT agrees to grant a permission and the Operator agrees to receive the
permission for operating business of selling merchandise and souvenirs
at Chiang Mai Airport, under the terms and conditions of this contract,
for a period of two years, from 1 June 2000 to 31 May 2002.
2. Fee, Remuneration, Taxes/Duties, Other Expenses & Method of Payment
2.1 The Operator agrees to pay the fee for entering into the
contract, and the remuneration for receiving permission for
operating business of selling merchandise and souvenirs, under
this contract, to AAT, as follows:
2.1.1 The fee for entering into the contract, Baht 5,000.00
(Five Thousand Baht), not including the value added
tax;
2.1.2 The Operator agrees to pay the remuneration for
receiving permission for operating the business of
selling merchandise and souvenirs under this contract
to AAT in advance, on monthly basis, by the 5th of
every month, as follows :
- Year 1, from 1 June 2000 to 31 May 2001,
Baht 40,000.00 (Forty Thousand Baht) per
month; and
- Year 2, from 1 June 2001 to 31 May 2002,
Baht 44,000.00 (Forty-Four Thousand Baht)
per month.
The said remuneration does not include the
value added tax, for which the Operator has
the duty to pay at the rate stipulated by
law.
2.2 The Operator agrees to be responsible for payment of the taxes
and/or other expenses related to the business operation under
this contract at the rates stipulated by law and/or set forth
in directives of AAT.
2.3 All payment under this contract shall be made at General
Administration Section, of Chiang Mai Airport. After the
Operator has made payment to AAT, a receipt shall be issued to
the Operator as evidence. The receipt shall have the
signatures of the Director, Finance Division, Finance
Department, of AAT or the designated person, jointly with the
cashier of General Administration Section, of Chiang Mai
Airport or the designated person who must be a financial staff
of AAT.
If the Operator is in default of any payment under this
contract, the Operator consents to pay penalty to AAT at a
rate of 1.5 percent (one point five) per month of the
outstanding amount. A fraction of month shall be counted as
one month.
The Operator agrees that this clause is a separate part, and
without prejudice to the right of the Lessor to terminate this
contract and claim for damages.
3. Duties and Responsibilities of the Operator
3.1 In operating the business under this contract, the Operator
agrees to invest in decoration of the premises which shall be
attractive and modern as well as acquiring articles and
equipment at the Operator's own expense.
3.2 The Operator shall not transfer the business under this
contract or permit a third party to operate the business,
either in part or in whole, unless a written permission has
been obtained from AAT first.
3.3 The Operator shall operate the business under this contract
with expertise, caution and competence in accordance with the
standards of this type of business, whereby the Operator shall
take into consideration AAT's reputation and image.
3.4 The Operator shall not use the word "Airports Authority of
Thailand," "AAT" or other word concerning with AAT or the logo
of the Airports Authority of Thailand as trading name,
characteristics or logo of the Operator's business or juristic
person name, to such an extent that it would be mistaken as
the business of AAT.
3.5 In operating the business under this contract, the Operator
agrees to sell only the followings :
- souvenirs, namely ceramics
- souvenirs, made of silver
- CDs, music tape cassettes, and video tapes
- several items of souvenir
- miscellaneous such as cigarettes and medicine
3.6 It is prohibited for the Operator to sell or operate the
followings :
- snack and refreshment
- food court
- local foods in pack
- fabric and products of silk and cotton
- accessories
- flowers and fruits
- book, magazine, map, postcard, postal product,
CD-ROM, video tape related to tourism and stationery
3.7 AAT reserves the right permit other business operators to sell
the following merchandise :
- medicines
- sports equipment
- wood carving
- ceramics
- silverware
- jade
- products made of "Sa" paper
- jewelry (gold, xxxxxxx, xxxxx, gem, etc.)
- apparel
- magazine, book and printed matters
- leather products
- glassware
3.8 The Operator must sell the merchandise at the same prices and
quantity as the Operator's branches or the similar shops
situated in department stores in Chiang Mai Province.
3.9 The Operator must submit the written price list of the
merchandise to AAT before commencement of the business, and
must sell the same according to the items and prices notified
to AAT only. If the Operator wishes to change the item or
price of the merchandise, a written permission must be
obtained from AAT first.
3.10 The Operator shall have price tags of the merchandise in Baht
or with other currency. In case the Operator receives payment
in foreign currencies, the prevalent daily exchange rates of
the bank in the Chiang Mai Airport, shall apply accordingly.
The currencies exchange rates shall be visibly displayed.
3.11 Should there be any complaint regarding price or quality of
the merchandise, AAT reserves the right to order the Operator
to adjust the price, improve the quality of the merchandise as
AAT deems appropriate. In this respect, AAT's decision shall
be final.
3.12 The Operator shall open the business selling the merchandise
under this contract on daily basis, at least during 08.00 -
21.00 hrs. If the Operator wishes to change the business
hours, a written permission must be obtained from AAT on every
occasion.
3.13 If the Operator has other income deriving from advertisement,
such advertisement must concern with the merchandise in the
business premises only, and a written permission must be
obtained from AAT first.
3.14 AAT reserves the right to specify the types of merchandise, or
notify the Operator to refrain from selling the merchandise
AAT deems inappropriate, for which the Operator shall comply.
3.15 AAT reserves the right to have other persons operate the same
business.
3.16 The Operator shall oversee to ensure that every staff,
employee of the Operator or any person appointed, assigned,
hired or asked to perform the works for the Operator shall
dress properly, especially those selling the merchandise must
have the name tag, and that they shall strictly comply with
the regulations, directives and instructions of AAT.
3.17 The Operator shall facilitate AAT staff, who have been
appointed and assigned to oversee the Operator's business
under this contract, to inspect the business premises,
merchandise, selling prices and the relevant documents, as
well as auditing the Operator's books of accounts, from time
to time, during reasonable hours.
3.18 In operating the business under this contract, if any damage
occurred to the property or reputation of AAT, by an act of
the Operator or the person whom the Operator has appointed,
assigned, hired or requested to perform the works of the
Operator, the Operator shall be responsible for compensation
of such damage.
3.19 The Operator shall comply with the laws governing the business
operation under this contract, whether those existed before or
to be enacted at a later date.
3.20 The Operator shall submit the total revenues of the business
operation under this contract to AAT on monthly basis, by the
20th of the following month. For the revenue in foreign
currencies, the Operator shall convert the same into Baht,
using the prevailing exchange rates of the bank in the Chiang
Mai Airport on the last day of the month thereof.
4. Performance Guarantee
In entering into this agreement, the Lessee has submitted the Letter of
Guarantee No. L 40-1433, dated 13 June 1997, of Bangkok Metropolitan
Bank Public Company Limited, and the Letter of Guarantee Extension, No.
Nor.Sor. 3.2/501/2543, dated 27 December 2000, of Bangkok Metropolitan
Bank Public Company Limited; and Letter of Guarantee No.
029-01-00019-7/42, dated 20 February 2001, of the Siam Commercial Bank
Public Company Limited, Lak Si Branch, Baht 290,400.00 (Two Hundred
Ninety Thousand Four Hundred Baht) to AAT as guarantee for compliance
with this agreement. The said performance guarantee submitted shall be
returned after the Operator has been relieved from all obligations
under this contract.
5. Termination of Contract
5.1 During the period of this contract, if AAT wishes to terminate
the contract prior to the expiration date under Clause 1, AAT
is entitled to do so; provided that a written notice must be
given to the Operator at least 30 days in advance. Thereby,
the Operator agrees not to xxx or claim for damages from AAT.
In case the Operator wishes to terminate this contract prior
to the expiration date under Clause 1, the Operator is
entitled to do so; provided that a written notice must be
given to AAT at least 90 days in advance, and that the
Operator has no outstanding payment to AAT.
5.2 Each and every clause of this contract is deemed essential. If
it appears that the Operator acts or omits to act in violation
of or non-compliance with any clause herein, or becomes
bankrupt, AAT is entitled to immediately terminate this
contract, claim for damages and forfeit the performance
guarantee under Clause 4.
6. Dispute
In case any dispute has arisen in connection with this contract, both
parties agree that it shall be presented to the court in Bangkok.
This contract is made in duplicate. 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.
AAT The Operator
--- ------------
- signed - - signed -
(Flight Lieutenant Usar Borisuth) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
- signed - - signed -
(Mr. Krit Phakhakit) (Miss Sarinthorn Jongchaidetwong)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
L/G No. L 40-1433
Letter of Guarantee
13 June 1997
We, Bangkok Metropolitan Bank Public Company Limited, with offices at Xx. 0,
Xxxxxxx Xxxx 0 Xxxx, Xxxxxxxxx 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. Group Co., Ltd. has entered into the Contract of
Permission for Operating the Business of Selling Merchandise and
Souvenirs according to Agreement, No. Chor.Mor. 1-20/2540, and a Letter
of Guarantee is required as performance guarantee to the Airports
Authority of Thailand, for an amount of Baht 133,100.00 (One Hundred
Thirty-Three Thousand One Hundred Baht).
We consent to bind ourselves as the guarantor of J.M.T. Group Co., Ltd.
to the Airport Authority of Thailand for an amount not exceeding Baht
133,100.00 (One Hundred Thirty-Three Thousand One Hundred Baht.) That
is, if J.M.T. Group 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 demand
penalty or fines and/or damages from J.M.T. Group Co., Ltd., we shall
promptly make the payment on behalf of and without requesting J.M.T.
Group 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 agreement to
J.M.T. Group Co., Ltd., provided that the Airports Authority of
Thailand shall notify us without delay.
3. We shall not revoke the guarantee throughout the period that J.M.T.
Group Co., Ltd. is liable under the conditions of the agreement (7 May
1997 - 30 November 2000).
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
- signed - Guarantor - signed - Guarantor
(Xx. Xxxxxxx Sirijindaphon) (Mr. Xxxxxxx Kampaengseri)
- signed - Witness - signed - Witness
(Miss Suwaree Sinthuputhikul) (Xx. Xxxxxx Xxxxxxxxxx)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No. Nor.Sor. 3.2/466/2542
23 September 1999
Subject Change of Name in Letter of Guarantee
To Managing Director, Airports Authority of Thailand
Reference Letter of Guarantee No. L 40-1433 dated 13 June 1997 of Bangkok
Metropolitan Bank Public Company Limited
According to the referenced Letter of Guarantee, Bangkok Metropolitan Bank
Public Company Limited has consented to bind ourselves, as the guarantor of
J.M.T. Group Co., Ltd., for compliance with the Agreement No. Chor.Mor.
1-20/2540, entered between the Airports Authority of Thailand (AAT) and J.M.T.
Group Co., Ltd., for the period 7 May 1997 - 30 November 2000. On 30 September
1997, J.M.T. Group Co., Ltd. has changed its name to "King Power Tax Free Co.,
Ltd." which AAT has been informed.
We would like to inform AAT that, by means of this letter, the referenced Letter
of Guarantee is still valid, and the name J.M.T. Group Co., Ltd. therein has
been changed to King Power Tax Free Co., Ltd. effective 30 September 1997, and
that the rest of the contents remain the same.
Please be informed accordingly.
Yours truly,
For Bangkok Metropolitan Bank Public Company Limited
- signed -
(Mr. Phasakorn Thiarasavetkul)
Manager, Guarantee Section
Khun Prapat
Guarantee Section
Loan and Collateral Division
Tel. 328, 329
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No. Nor.Sor. 3.2/501/2543
27 December 2000
Subject Extension of Validity of Letter of Guarantee
To Managing Director, Airports Authority of Thailand
Reference Letter of Guarantee No. L 40-1433 dated 13 June 1997 of Bangkohk
Metropolitan Bank Public Company Limited, Head Office, for Baht
133,100.00
According to the referenced Letter of Guarantee, Bangkok Metropolitan Bank
Public Company Limited is the guarantor of King Power Tax Free Co., Ltd. to the
Airports Authority of Thailand, for compliance with the Agreement No. Chor.Mor.
1-20/2540, for the period 7 May 1997 - 30 November 2000. Now, the said agreement
has expired, and the Airports Authority of Thailand has extended the validity of
the said agreement to King Power Tax Free Co., Ltd. from 1 June 2000 to 31 May
2002, according to the Lease Agreement for Space in Passenger Terminal of Chiang
Mai Airport No. Chor.Mor. 1-27/2543.
Therefore, by means of this letter, we consent to bind ourselves, as the
guarantor of King Power Tax Free Co., Ltd. for the period 1 June 2000 to 31 May
2002. The conditions of the guarantee shall be the same as in the referenced
Letter of Guarantee, whereby it shall be deemed the said Letter of Guarantee is
valid throughout the validity of the Agreement No. Chor.Mor. 1-27/2543.
Please be informed accordingly.
Yours truly,
For Bangkok Metropolitan Bank Public Company Limited
- signed -
(Mr. Phasakorn Thiarasavetkul)
Manager, Guarantee Section
Guarantee Section
Loan and Collateral Division
Tel. 2259999 ext. 328, 305
THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
Letter of Guarantee
029-60-00311-6
No. 029-01-00019-7/42 20 February 2001
We, the Siam Commercial Bank Public Company Limited, Lak Si Branch, with offices
at 00/00, Xxxxxx Xxxxxxxx Xxxx, Xxxxx Bang Khen Sub-district, Lak Si District,
Bangkok, hereby issue this Letter of Guarantee to the Airports Authority of
Thailand, as follows :
1. Whereas King Power Tax Free Co., Ltd. has entered into the Contract of
Permission for Operating the Business of Selling Merchandise and
Souvenirs in Chiang Mai Airport, No. Chor.Mor. 1-27/2543, and
performance guarantee is required by the Airports Authority of
Thailand, for an amount of Baht 157,300.00 (One Hundred Fifty-Seven
Thousand Three Hundred Baht).
2. We consent to bind ourselves as the guarantor of King Power Tax Free
Co., Ltd. to the Airports Authority of Thailand for an amount not
exceeding Baht 157,300.00 (One Hundred Fifty-Seven Thousand Three
Hundred Baht). That is, if King Power Tax 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 demand penalty or fines and/or damages from
King Power Tax Free Co., Ltd., we shall promptly make the payment on
behalf of and without requesting King Power Tax Free Co., Ltd. to make
such payment first.
3. We acknowledge and consent in case the Airports Authority of Thailand
has given an extension or leniency for compliance with the agreement to
King Power Tax Free Co., Ltd., provided that the Airports Authority of
Thailand shall notify us without delay. This Letter of Guarantee is
valid from 1 June 2000 to 31 May 2002.
As evidence, we, the Siam Commercial Bank Public Company Limited, Lak Si Branch,
by the undersigned who are empowered to enter juristic act binding the bank,
hereunder sign our names and affix the seal.
- signed - - signed - Guarantor
(Mr. Suchart Wongwiphusana) (Mrs. Sukree Dankul)
- signed - Witness
(Mr. Phakkaphong Xxxxxxxx)
- signed - Witness
(Mr. Durin Kanchanasawat)