Lease Agreement for Space in Bangkok International Airport
Agreement No. 7-32/2544
This agreement is made at the Airports Authority of Thailand on 16 January 2002,
between the Airports Authority of Thailand, represented by Flight Lieutenant
Pradit Mongkolapibal, 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, 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. 0016505 dated 1 October 2001, 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 Thailand's
brand merchandise and souvenirs having been certified by the Department of
Export Promotion.
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 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.
The Lessor The Lessee
---------- ----------
(Seal)
- signed - - signed -
(Flight Lieutenant Pradit Mongkolapibal) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
- signed - - signed -
(Mr. Krit Phakhakit) (Miss Sarinthorn Jongchaidetwong)
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 1,667.00
(One Thousand Six Hundred Sixty-Seven Baht), 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 all taxes, duties and
fees incurred from the lease under this agreement such as the
value added tax, 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. Should the building and land taxes be increased,
the Lessee consents to pay the increased building and land
taxes to the Lessor within 30 (thirty) days from the date of
receipt of the Lessor's written 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
purpose 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 The Lessee shall not make any alteration or addition to the
leased premises, unless a written permission has been obtained
from the Lessor first.
If any alteration, addition or repair, whether minor or major
repair, has been in the leased premises, under any
circumstances, such property shall become the property of the
Lessor, from the date on which such action has been taken, and
the Lessee shall claim for compensation or expenses from the
Lessor.
1.4.4 The Lessee shall maintain the leased premises to be in proper
condition and clean at all times. If the leased premises
appear to be dirty, unbecoming or deteriorated, the Lessee
shall arrange for cleaning or repair at the Lessee's own
expense.
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 expense.
1.4.6 The Lessee shall comply, and ensure that the Lessee's
personnel 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.
1.4.7 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 Adjustment of Rents and Charges
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
prescribed in Appendix A, the Lessor is entitled to do so;
provided that a written notice must be given to the Lessee at
least thirty (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 ninety (90) days in advance and
that the Lessee has no outstanding payment 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 clause herein, or
becomes bankrupt, the Lessor is entitled to terminate this
agreement forthwith, 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 or the Lessee according to Clause
1.6, as the case may be, this agreement shall end forthwith.
Thereby, 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 agreement, 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 followings :
- hand delivery to the concerned person of either party; or
- sent by 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.
Appendix B
Performance Guarantee
In entering into this agreement, the Lessee has submitted the Letter of
Guarantee No. 029-01-00129-0/42 (Khor.), dated 13 November 2001, of Siam
Commercial Bank Public Company Limited, Lak Si Branch, for Baht 124,808.00 (One
Hundred Twenty-Four Thousand Eight Hundred and Eight Baht) to the Lessor as
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.
THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
Letter of Guarantee
029-60-00311-6
No. 029-01-00129-0/42 (Khor.) 13 November 2001
We, the Siam Commercial Bank Public Company Limited, Lak Si Branch, with offices
at No. 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. 7-32/2544 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 124,808.00 (One
Hundred Twenty-Four Thousand Eight Hundred and Eight 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 124,808.00 (One Hundred Twenty-Four Thousand Eight
Hundred and Eight 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 12 October 2001 to 11 October 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 affixed the seal.
- signed - - signed - Guarantor
(Mr. Suchart Wongwiphusana) (Mr. Phaibun Maneerat)
For Managing Director
- signed - Witness
(Mr. Thira Kawinkham)
- signed - Witness
(Mr. Khomkrit Sunthonphithakkun)
Appendix A
Details of Rents and Location of the Leased Premises
Agreement No. 7-32/2544 dated 16 January 2002
(Total 2 Sheets)
Sheet No. 1
------------------------------ ----- --------- ---------- ----------- ---------- -------- --------------------------
Area Rents Rent Service Fee Building/ Fine/ Lease Period
Leased Premises Sqm. Baht/Sqm. Baht/Month Baht/Month Land Tax Penalty --------------------------
Per month Baht/Month Baht/Day From To
------------------------------ ----- --------- ---------- ----------- ---------- -------- ------------ ------------
Area in Transit Lounge of In-
Ternational Xxxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxxxxxxx Xxxxxxx
- Xx. 0000 C 43.00 750.00 32,250.00 4,837.50 4,031.25 2,741.25 12 Oct. 2001 11 Oct. 2002
------------------------------ ----- --------- ---------- ----------- ---------- -------- ------------ ------------
The Lessor The Lessee
- signed - - signed -
(Flight Lieutenant Pradit Mongkolapibal) (Mr. Viratana Suntaranond)
Witness Witness
- signed - - signed -
(Mr. Krit Phakhakit) (Miss Sarinthorn Jongchaidetwong)
