Memorandum Attached to
Contract of Permission for Operating Business
of Selling Merchandize and Souvenirs
at Bangkok International Airport
No. 6-01/2541 dated 2 October 1997
Amendment 1
This memorandum 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 "AAT" of one
part, and J.M.T. Group Co., Ltd., registered as a juristic person Company
Limited under the Civil and Commercial Code, which has change its name to King
Power Tax Free Co., Ltd. on 30 September 1997, 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 "Company" of the other part.
Whereas AAT has agreed to granted a permission and the Company has agreed to
received the permission for operating business of selling merchandize and
souvenirs at the Bangkok International Airport, according to the Agreement No.
6-01/2541 dated 2 October 1997, for a period of five years, from 1 April 1998 to
31 March 2003
and whereas the Company has changed its name from "J.M.T. Group Co., Ltd." to
"King Power Tax Free Co., Ltd." on 30 September 1997, and AAT has agreed to
adjust remuneration for granting the permission for operating business of
selling merchandize and souvenirs at the Bangkok International Airport, and to
change the performance guarantee of the said contract.
Therefore, AAT and the Company agree to enter into his Memorandum as follows :
1. In the Contract No. 6-01/2541 dated 2 October 1997, where J.M.T. Group Co.,
Ltd. is indicated as a party to the contract, it is changed to King Power
Tax Free Co., Ltd.
2. AAT agrees to grant a discount the remuneration for granting the permission
for operating business of selling merchandize and souvenirs at the Bangkok
International Airport, according to the Contract No. 6-01/2541 dated 2
October 1997, to the Company by Baht 9,754,215.84 (Nine Million Seven
Hundred Fifty-Four Thousand Two Hundred Fifteen Baht Eighty-Four Satang)
per month,
not including the value added tax, retroactive to 1 September 1998. This
shall be in effect until AAT has arranged and handed over the new leased
premises as replacement of Zone No. 3342 E. AAT has leased out Zone No.
3342 E to the Company according to the Agreement No. 1-01/2541 dated 2
October 1997, and the lease was subsequently cancelled since 1 September
1998. After AAT has arranged and handed over the new leased premises, if
the space appears not to be the same as previous, AAT shall collect
additional remuneration at the rates specified in the Contract No.
6-01/2541 effective the date of handing over.
3. AAT agrees to grant a discount the remuneration for granting the permission
for operating business of selling merchandize and souvenirs at the Bangkok
International Airport, according to the Contract No. 6-01/2541 dated 2
October 1997, to the Company by Baht 5,840,609.77 (Five Million Eight
Hundred Forty Thousand Six Hundred and Nine Baht Seventy-Seven Satang) per
month, not including the value added tax, retroactive to 1 March 1999 until
construction of the extension of the arrival lounge and the departure
lounge of the International Passengers Terminal (AIRSIDE) of the Bangkok
International Airport has been completed and AAT has handed over an area of
not less than 298.50 sqm. to the Company accordingly. After handing over
the said area, AAT shall collect remuneration for the additional space (not
including the value added tax) as follows :
- From 1 April 1998 to 31 March 1999, Baht 38,125.93 (Thirty-Eight
Thousand One Hundred Twenty-Five Baht Ninety-Three Satang) per
square metre per month
- From 1 April 1999 to 31 March 2000, Baht 40,032.23 (Forty
Thousand Thirty-Two Baht Twenty-Three Satang) per square metre
per month
- From 1 April 2000 to 31 March 2001, Baht 42,033.84 (Forty-Two
Thousand Thirty-Three Baht Eighty-Four Satang) per square metre
per month
- From 1 April 2001 to 31 March 2002, Baht 44,555.87 (Forty-Four
Thousand Five Hundred Fifty-Five Baht Eighty-Seven Satang) per
square metre per month
- From 1 April 2002 to 31 March 2003, Baht 47,229.22 (Forty-Seven
Thousand Two Hundred Twenty-Nine Baht Twenty-Two Satang) per
square metre per month
4. The Company agrees to pay additional remuneration for receiving the
permission for operating business of selling merchandize and souvenirs at
the Bangkok International Airport, according to the Contract No. 6-01/2541
dated 2 October 1997, to AAT by Baht 2,000,000.00 (Two Million Baht Only)
per month, not including the value added tax, from 1 March 1999 to 23 June
1999.
5. Clause 4 of the Contract No. 6-01/2541 dated 2 October 1997 shall be
repealed and replaced with the following :
"4. Performance Guarantee
The Company shall deposit cash or submit Letter of Guarantee of a local
bank to AAT for an amount equivalent to five times of the monthly
remuneration of each year of the contract under the following conditions :
4.1 Performance Guarantee for each year shall be
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Year Validity Amount
---- ------------------------------------------------------ --------------
Validity of Contract Validity of Guarantee (Baht)
---- -------------------------- -------------------------- --------------
1 1 April 1998-31 March 1999 1 April 1998-31 March 2003 232,500,000.00
2 1 April 1999-31 March 2000 1 April 1999-31 March 2003 244,125,000.00
3 1 April 2000-31 March 2001 1 April 2000-31 March 2003 256,331,250.00
4 1 April 2001-31 March 2002 1 April 2001-31 March 2003 271,711,125.00
5 1 April 2002-31 March 2003 1 April 2002-31 March 2003 288,013,792.50
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4.2 The Company shall submit the first performance guarantee with the
same validity as the contract and submit the subsequent one with
the increased amount at least 30 days prior to commencement of
the contract of that particular year.
4.3 During validity of the contract, if the remuneration shall be
increased in any year, the Company shall submit the performance
guarantee additional to be equivalent to five times of the
monthly remuneration of that particular year, and increasing by
5%, 5%, 6% and 6% in year 2, 3, 4 and 5 respectively. The
validity of the Letter of Guarantee shall be the same as that of
the contract.
The above performance guarantee shall be returned after the Company has
been relieved from all obligations under the contract."
The effective date is retroactive to 22 December 1998.
6. The contents of the Contract No. 6-01/2541 dated 2 October 1997, besides
having been amended in Clause 1 to Clause 5 of this memorandum, shall
remain in force.
7. The effective date of this memorandum is retroactive to 1 April 1998.
This memorandum 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.
AAT The Company
- 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)
