(Revenue Stamps) Duplicate
17 January 2000 Lease Agreement for Space in Building
Bangkok International Airport
Agreement No. 1-02/2543
This agreement is made at the Airports Authority of Thailand on 20 January 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 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. 0014837 dated 14 October 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 use as the business premises for selling sports
clothes and equipment, toys, games, and souvenirs for children, at the Bangkok
International Airport.
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.
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 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)
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 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 5,000 (Five
Thousand 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 rate of monthly building and land taxes indicated in
Appendix A is based on the average rents the Lessee has to pay
in each year. If it appears that the concerned government
agency has appraised and collected higher building and land
taxes, the Lessee consents to pay the increased amount to the
Lessor within 30 (thirty) days from the date of receipt of the
Lessor's notice.
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, building
and land taxes or 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 Whereas the Lessor has allocated the leased premises under
this agreement in lock properly, if the Lessee wishes to make
counter or decorate or install any equipment or build further
construction, the Lessee shall do so at the Lessee's own
expense. Such undertaking must be attractive and orderly, and
the materials or equipment of good quality and modern. In view
of this, the Lessee shall submit the plans, charts, drawings
of the decoration of the leased premises and the
specifications to the Lessor for review first, and shall
proceed only after a written approval has been given by the
Lessor. Thereby, the construction and components 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.
For any construction that the Lessor has permitted the Lessee
to undertake as described in the first paragraph, the Lessee
shall not make any renovation or change thereof, unless a
written permission has been obtained from the Lessor first. If
the Lessee wishes to undertake further renovation or change,
besides obtaining a written permission from the Lessor, the
Lessee shall also proceed according to the first paragraph.
1.4.4 During renovation or decoration of the leased premises, the
Lessee or the persons whom the Lessee has appointed or
assigned or hired or ordered to perform the works for the
Lessee shall strictly comply with the terms and conditions of
this agreement; and should any damage occurred to the
reputation or property of the Lessor or a third party under
any circumstances, the Lessee shall be responsible therefor.
1.4.5 The Lessee shall maintain the leased premises, including the
adjacent area, to be in proper condition and clean at all
times. If the leased premises or the adjacent area appear to
be dirty, unbecoming or deteriorated, the Lessee shall arrange
for cleaning or repair at the Lessee's own expense.
1.4.6 The Lessee shall arrange to have fire extinguishers, as
endorsed by the Lessor, in the leased premises at the Lessee's
own expense.
1.4.7 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.
1.4.8 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 Use of the Lease Premises, Adjustment of Rents and Charges
1.5.1 The Lessor shall permit the Lessee to undertake construction,
decoration or improvement of the leased premises, from 1
February 2000 to 31 March 2000, without collection of the
rents and charges; unless the Lessee shall completed the same
and commence making use of the leased premises before 1 April
2000. The electricity, water supply and telephone charges
shall be charged from the commencement date of such
undertaking or from the date of the use.
1.5.2 The area of the leased premises in Appendix A is an estimate
in order to calculate the rents and charges. After the Lessee
has completed the construction, decoration or improvement, the
Lessor shall examine to ascertain the actual area that the
Lessee shall make use, and the rents and charges shall be
calculated accordingly. The Lessor's notice to the Lessee, at
a later date, on the actual leased area shall be deemed part
of this agreement.
1.5.3 During the lease period, if the Lessor wishes to change,
relocate, add, decrease, or request for return of the leased
area, which deviates from the agreement and causes the Lessee
to renovate or redecorate the leased premises accordingly, the
Lessee shall proceed at the Lessee's own expense and shall not
claim for any expense or damages from the Lessor.
1.5.4 During the lease period, the Lessor reserves the right to
adjust the rents and charges as deemed appropriate, which
shall be notified to the Lessee in advance; thereby the Lessee
consents to pay the newly adjusted rents and charges.
1.6 Termination of Agreement
1.6.1 During the period of this agreement, if the Lessor wishes to
terminate this agreement prior to the expiration date
prescribe in Appendix A, the Lessor is entitled to do so;
provided that a written notice must be given to the Lessee at
least 30 days in advance. Thereby, the Lessee agrees not to
xxx or claim for any damages from the Lessor.
If the Lessee wishes to terminate this agreement prior to the
expiration date prescribe in Appendix A, the Lessee is
entitled to do so; provided that a written notice must be
given to the Lessor at least 90 days in advance and that the
Lessee has no outstanding payment to AAT.
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
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 Tax 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
Appendix B
Performance Guarantee
In entering into this agreement, the Lessee has submitted the Letter of
Guarantee No. 029-43-00007-1/35, dated 13 January 2000, of the Siam Commercial
Bank Public Company Limited, Lak Si Branch, for Baht 121,324.50 (One Hundred
Twenty-One Thousand Three Hundred Twenty-four Baht Fifty Satang) 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.
(Official Emblem)
THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
Letter of Guarantee
029-60-00311-6
No. 029-43-00007-1/35 13 January 2000
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 Metropolis, 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 Lease
Agreement No. 1-02/2543 for leasing space in a building of the Bangkok
International Airport, and performance guarantee is required by the
Airports Authority of Thailand, for an amount of Baht 121,324.50 (One
Hundred Twenty-One Thousand Three Hundred Twenty-four Baht Fifty
Satang).
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 121,324.50 (One Hundred Twenty-One Thousand Three
Hundred Twenty-four Baht Fifty Satang). 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 impose fines to and/or claim for
damages from King Power Tax Free Co., Ltd., we shall promptly make the
payment on behalf 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 17 January 2000 to 16 July 2003.
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 affixed the seal.
(Seal of the Siam Commercial Bank Public Company Limited, Lak Si Branch)
- signed - - signed - Guarantor
(Xxx. Xxxxx Dankul) (Xx. Xxxxx Lamaikae)
- signed - Witness
(Mr. Thitiphon Suksomchit)
(Revenue Stamps) - signed - Witness
B3-1 182366 (Miss Thanyaphon Songsri)
Appendix A
(2 sheets)
Details of Rents and Location of the Leased Premises Page 1
----------------------------------------------------
Agreement No. 1-02/2543 dated 21 January 2000
---------------------------------------------
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Area Rents Rent Service Fee Building/ Fine Lease Period
Leased Premises Sqm. Baht/Sqm. Baht/Month Baht/Month Land Tax
Per month Baht/Month Baht/Day From To
----------------------------- ----- --------- ---------- ----------- ---------- -------- ------------- -------------
Space in the Arrival Hall
the 1st Floor, southern side 38.00 750.00 28,500.00 4,275.00 3,562.50 2,422.50 1 Apr. 2000 31 Mar. 2003
Int'l Passenger Terminal 1
Bangkok International Airport
----------------------------------------------------------------------------------------------------------------------------
(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)