Duplicate
Building Space Lease Agreement
In Bangkok International Airport and Regional Airports
Agreement No. 4/2545
This Agreement is made at the Airports Authority of Thailand on
February 12, 2001 between the Airports Authority of Thailand, by Flight
Lieutenant Usar Borisuth, Deputy Managing Director, acting for Managing Director
of the Airports Authority of Thailand, hereinafter called, the "lessor" on one
party and King Power Duty Free Co., Ltd., registered as a juristic person as a
limited company under the Civil and Commercial Code, with head office at No.
989, 26th-27th Floors, Siam Tower, Rama I Road, Pathum Wan Sub-district, Pathum
Wan District, Bangkok Metropolis, by Mr. Viratana Suntaranond, authorized to
oblige King Power Duty Free Co., Ltd., according to the Certificate of Bangkok
Company/Partnership Registration Office, No. 761, dated January 18, 2001,
hereinafter called, "lessee" on the other party.
Whereas the lessor agrees to lease out and the lessee agrees to lease
the lessor's property for use as an outlet to sell duty-free merchandise in
Bangkok International Airport and regional airports under the lessor's
jurisdiction, namely, Chiang Mai Airport, Hat Yai Airport and Phuket 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 the Lease and the following
Appendices, deemed part of this Agreement.
Appendix A Details and list of the leased property, lease
period, rents, fees and charges, and a layout of the
leased premises
Appendix B Documents showing the lessee's juristic entity
registration and persons empowered to sign for the
lessee
Appendix C Others (if any)
This Agreement is made in duplicated copies. Both parties, having read
and understood it entire, hereunder sign their names and affix seal (if any) in
the presence of witnesses and each retaining one copy.
The Lessor The Lessee
---------- ----------
F. Lt. .... Signed .... .... Signed ....
(Usar Borisuth) Mr. Viratana Suntaranond)
(Seal of King Power Duty Free Co.,Ltd.)
Witness Witness
------- -------
..... Signed .... .... Signed ....
(Mr. Sukhawat Chayakorn) (Xx. Xxxxxx Dechapanichkul)
Terms and Conditions of the 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 lessor's property, hereinafter called,
the "leased premises" according to the details prescribed in Appendix
A.
The leased premises stated in the first paragraph are where the Airport
Duty Free Co., Ltd.; the original lessee made use of them as of July
31, 2001 (not including Area Xx. 0000/0 xx 000.00 xxxxxx xxxxxx xxx
Xxxx Xx. 0000 F/1 of 165.00 square meters, on the 3rd floor of the
Departure Lounge, Xxxxxxxxxxxxx Xxxxxxxx 0, Xxxxxxx International
Airport, and the lessee agrees to return the leased premises under
those area numbers to the lessor to turn them into department lounge as
of the date on which the Agreement goes into effect, according to the
lessee's letter No. Khor Phor Dor. 657/2543, dated November 13, 2000.)
If on the date this Agreement goes into effect, the space becomes
larger or smaller than the one the lessee used to occupy, the lessor
and lessee shall correct the leased premises accordingly.
1.2 Lease Period
1.2.1 Under the conditions in Clause 1.2.2, the lessor agrees to
allow the lessee to use the leased premises under this
Agreement for 3 years, from January 1, 2002 to December 31,
2004.
After expiry of the lease in the first paragraph, the lessor
shall renew the Agreement for another 2 years from January 1,
2005 to December 31, 2006. Both parties will sign in another
agreement as evidence for both parties.
1.2.2 In case the New Bangkok International Airport (Nong Xxx Xxx
Airport) is inaugurated before the expiry of the Agreement
stated in the first paragraph of Clause 1.2.1, both parties
agree that the lease under this Agreement shall be terminated
on the date of the inauguration of the New Bangkok
International Airport. Either party cannot demand compensation
from the other party due to the Agreement termination before
the scheduled expiry, stated in the first paragraph of Clause
1.2.1.
The inauguration date of the New Bangkok International Airport
stated in the first paragraph refers to the date on which the
New Bangkok International Airport is officially opened with a
Notice to Airmen (NOTAM).
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 of Bt5,000 (five
thousand Baht), not including value-added tax
(b) Rents and other 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 Agreement
signing date.
1.3.3 Payment of the rents and charges as prescribed in Appendix A
shall be made on a monthly basis to the lessor in advance by
the 5th date of each 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 building and land
taxes and other taxes incurred from the lease under this
Agreement, payable under the existing and future legal
provisions, on behalf of the lessor.
In addition, for the monthly taxes of building and the land to
be paid as specified in Appendix A, the lessor has calculated
the average from the rental amount to be paid by the lessee
annually. If it is later found that the government has
additionally estimated to levy for the taxes of the building
and the land of the leased premises from the said amount that
the lessor has specified herein, the lessee agrees to pay the
taxes of building and the land in the increased amount to the
lessor within 30 days from the date of receiving a notice from
the lessor.
1.3.6 Every payment under this Agreement shall be made at the
lessor's Finance Division, Finance Department. After the
lessee has made payment to the lessor, a receipt shall be
issued to the lessee as evidence. The receipt shall feature
signatures of the Director of the lessor's Finance Division,
Finance Department or a designated person, jointly with the
cashier of the Finance Division, Finance Department or a
designated person who must b a financial staff of the lessor.
1.3.7 If the lessee is in default of payment of the rents, duties
and other expenses payable to the lessor under this Agreement,
the lessee consents to pay penalties to the lessor at the rate
of 1.5 percent (one point five) per month on the outstanding
amount for the whole period of default. A fraction of a month
shall be counted as one month.
The lessee agrees that the first paragraph is a separate part
and with no effects to the lessor's rights to terminate this
Agreement and claim for damages.
1.4 The lessee's duties and responsibilities
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 first obtained from the lessor.
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 first obtained from the lessor.
1.4.3 The lessee shall not alter, change, or make addition to the
leased premises, unless a written permission has been first
obtained from the lessor.
If any alteration, change, addition or repair, whether a major
or small repair, in the leased premises and under any
circumstances, it shall become the property of the lessor from
the date of building, and the lessee shall not claim for any
expenses or damages from the lessor.
1.4.4 The lessee shall maintain the leased premises in proper
conditions and clean at all times. If the leased premises
become dirty, unbecoming or deteriorated, the lessee shall
arrange for cleaning or repair at the lessee's own expenses.
1.4.5 The lessee shall arrange to have fire extinguishers, as
endorsed by the lessor, in the leased premises at the lessee's
own expenses.
1.4.6 The lessee shall comply, and ensure that the lessee's
attendants or persons whom the lessee has appointed or
assigned or hired or ordered to perform the work of the
lessee, shall comply with the lessor's existing instructions,
regulations and directives, and those to be issued in the
future, and be cautious not allowing any persons to take
illegal action in the leased premises, or use it as a storage
of hiding place for any illegal items. In such a case, if any
damage occurs, the lessee shall be liable to the lessor for
the consequences due to the action of the said persons as if
the lessee did it himself.
1.4.7 Throughout the lease period, the lessee shall facilitate and
permit the lessor or his staff to inspect the leased premises
from time to time during proper hours.
1.5 Rights on adjustment of rents and other charges During the lease
period, the lessor reserves the right to adjust the rents and charges
related to the lease as deemed appropriate. Whereby, the lessee shall
be notified in advance, and the lessee consents to pay the new rate of
rents and charges related to the lease to the lessor accordingly.
1.6 Termination of the Agreement
1.6.1 During the period of this Agreement, if the lessor or lessee
wishes to terminate this Agreement prior to the expiry date
prescribed in Appendix A, he can do so, provided that a
written notice must be given to the other party at least 180
days in advance. Both parties agree not file a lawsuit or
demand compensation for damage from the other party.
In case the lessee terminates the Agreement, the lessee must
be free from any debts to the lessor.
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 clauses herein, or
becomes bankrupt, the lessor is entitled to immediately
terminate the Agreement, claim for damage and forfeit the
performance guarantee.
1.7 Return of the leased premises
1.7.1 Upon expiry of the lease or the lessor or lessee terminates
the Agreement stated in Clause 1.6, whichever 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 of the
Agreement, whichever the case may be.
1.7.2 Failing to comply with Clause 1.7.1, the lessee agrees that
the lessor may immediately repossess the leased premises and
remove the lessee's property therefrom. Furthermore, the
lessee agrees to reimburse the expenses the lessor has to pay
in doing do, and should any damage occur the lessee shall not
claim for any compensation.
1.7.3 Besides letting the lessor repossess the leased premises
according to Clause 1.7.2, the lessee also agrees to pay for a
daily fine to the lessor at the rate prescribed in Appendix A,
from the scheduled date of return of the leased premises to
the date on which the lessee and his attendants vacate the
leased premises and return the same or the lessor has
performed according to Clause 1.7.2, whichever the case may
be.
1.8 Performance guarantee
In entering into this Agreement, the lessee shall deposit cash or
submit a Letter of Guarantee issued by a local bank for an amount
equivalent to three (3) times of the monthly rent plus airport service
fees and monthly building and land taxes as well as value-added taxes
to the lessor as performance guarantee. The lessee shall submit the
performance guarantee to the lessor at least 30 days before the Lease
Agreement goes into effect.
The performance guarantee stated in the first paragraph shall be
returned after the lessee has been relieved from all obligations under
this Agreement.
In case of an amendment to this Agreement, resulting in an increase of
the rent, the lessee shall submit a performance guarantee to cover the
increased amount accordingly.
1.9 Notice
All notices under this Agreement shall be made in writing and deemed
legitimately forwarded if a notice is sent by one of the following
means:
- hand delivery to the person concerned of either party; or
- registered mail to the address indicated by either party to
this Agreement in Chapter 2.
Appendix A
Details of Leased Premises, Lease Period, Rents,
other Fees and Layout of Leased Premises
Attached to Agreement No. 4/2545, dated February 12, 2001
Sheet No.1
---------------------- --------- ----------- ------------- -------------- ------------------- ----------- --------------------------
Leased Area in Rent Rate Total Rents Service Fees Building/Land Tax Indemnity Lease Period
Premises Sq. M. Bt/Sq.m/M Bt/Month Bt/Month (Bt/Month) Bt/Day
---------------------- --------- ----------- ------------- -------------- ------------------- ----------- --------------------------
From To
---------------------- --------- ----------- ------------- -------------- ------------------- ----------- ------------- ------------
Building space in Bangkok International Airport
===============================================----------- -------------- ------------------- ----------- ------------- ------------
- No. 1324 and 1324 A 60.00 750.00 45,000.00 6,750.00 5,625.00 3,825.00
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 1786 106.50 750.00 79,875.00 11,981.25 9,984.38 6,789.38
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 2202 G 90.00 750.00 67,500.00 10,125.00 8,437.50 5,737.50
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 3265 U 241.00 750.00 180,750.00 27,112.50 22,593.75 15,363.75
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 3342 C 824.00 750.00 618,000.00 92,700.00 77,250.00 52,530.00
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 3735 A/2 60.00 750.00 45,000.00 6,750.00 5,625.00 3,825.00
---------------------- --------- ----------- ------------- -------------- ------------------- ----------- In line with the terms and
- No. 3753 A 34.00 750.00 25,500.00 3,825.00 3,187.50 2,167.50 conditions, Clause 1.2 in
---------------------- --------- ----------- ------------- -------------- ------------------- ----------- the Agreement
- No. 1208 B 5.00 750.00 3,750.00 562.50 468.75 318.75
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 1900 5.00 750.00 3,750.00 562.50 468.75 318.75
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 3266 R 5.00 750.00 3,750.00 562.50 468.75 318.75
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 3267 A 5.00 750.00 3,750.00 562.50 468.75 318.75
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 3266 S 5.00 750.00 3,750.00 562.50 468.75 318.75
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 3780 5.00 750.00 3,750.00 562.50 468.75 318.75
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 3780 A 5.00 750.00 3,750.00 562.50 468.75 318.75
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
Building space in Chiang Mai Airport
====================================---------------------- -------------- ------------------- -----------
- No. 1 B 118 21.00 450.00 9,450.00 1,417.50 1,181.25 803.25
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 1 B 203 42.00 450.00 18,900.00 2,835.00 2,362.50 1,606.50
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 1 A 233 9.50 450.00 4,275.00 641.25 534.38 363.38
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 1 A 123 8.00 450.00 3,600.00 540.00 450.00 306.00
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
Building space in Hat Yai Airport
=================================------------------------- -------------- ------------------- -----------
- No. 1314 34.50 450.00 15,525.00 2,328.75 1,940.63 1,319.63
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
- No. 2310 24.00 450.00 10,800.00 1,620.00 1,350.00 918.00
---------------------- --------- ----------- ------------- -------------- ------------------- ----------- --------------------------
---------------------- --------- ----------- ------------- -------------- ------------------- ----------- --------------------------
Leased Area in Rent Rate Total Rents Service Fees Building/Land Tax Indemnity Lease Period
Premises Sq. M. Bt/Sq.m/M Bt/Month Bt/Month (Bt/Month) Bt/Day
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
Building space in Phuket Airport
================================ ----------- ------------- -------------- ------------------- ----------- In line with the terms and
- No. AI 103 85.00 450.00 38,250.00 5,737.50 4,781.25 3,251.25 conditions, Clause 1.2 in
---------------------- --------- ----------- ------------- -------------- ------------------- ----------- the Agreement
- No. DI 201 106.32 450.00 47,844.00 7,176.60 5,980.50 4,066.74
---------------------- --------- ----------- ------------- -------------- ------------------- -----------
---------------------- --------- ----------- ------------- -------------- ------------------- ----------- --------------------------
The Lessor The Lessee
---------- ----------
F. Lt. .... Signed .... .... Signed ....
(Usar Borisuth) (Mr. Viratana Suntaranond)
(Seal of King Power Duty Free Co., Ltd.)
Witness Witness
------- -------
..... Signed .... .... Signed ....
(Mr. Sukhawat Chayakorn) (Xx. Xxxxxx Dechapanichkul)
