Hat Yai Airport
Agreement No. HY.9/2545
This Agreement is made at the Airports Authority of Thailand on
September 3, 2002 between the Airports Authority of Thailand, by Mr. Xxxxxx
Xxxxxxx, 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. Bor Thor. 0055038, dated August 2, 2002, 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 the lessee's office.
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 Performance Guarantee
Appendix C Documents showing the lessee's juristic entity
registration and persons empowered to sign for the
lessee
Appendix D 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
---------- ----------
.... Signed .... .... Signed ....
(Xxxxxx Xxxxxxx) (Mr. Viratana Suntaranond)
(Seal of King Power Duty Free Co.,Ltd.)
Witness Witness
------- -------
..... Signed .... .... Signed ....
(Mr. Krit Phakhakit) (Miss Sarinthorn Chongchaidejwong)
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.
1.2 Lease Period
The lessor agrees to allow the lessee to use the leased premises under
this Agreement for the period prescribed in Appendix A.
If the lessee wishes to extend the Agreement after expiry of the
current Agreement, the lessee shall notify the lessor at least
forty-five (45) days before the scheduled expiry of the Agreement.
However, the lessor reserves his right to consider the application as
he deems appropriate.
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 Bt4,584 (four
thousand five hundred and eighty-four 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 taxes and fees
incurred from the lease under this Agreement such as
value-added tax, payable under the existing and future legal
provisions, on behalf of the lessor.
The rate of building and land taxes indicated in Appendix A is
based on the averaged monthly rents. If the building and land
taxes specified by the lessor are changed, the lessee agrees
to pay to the lessor the new rate.
1.3.6 Every payment under this Agreement shall be made at the
General Administration Section, Hat Yai Airport. 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 General Administration Section, Hat Yai Airport
or a 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, 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 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,
he can do so, provided that a written notice must be given to
the other party at least thirty (30) days in advance. In case,
the lessor terminates the Agreement prior to the scheduled
expiry date, the lessee agrees not to xxx or claim for any
damage from 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.
1.7.1 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.
1.7.2 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
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 an amount equivalent to three
(3) times of the monthly rent plus 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 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.
1.10 Dispute
In case a dispute arises in connection with the Agreement, both parties
agree to bring to a court in Bangkok.
Appendix B
Performance Guarantee
In entering into this Agreement, the lessee has submitted a Letter of
Guarantee, No. Khor. 105-02-00084-4/012, dated April 1, 2002, of the Siam
Commercial Bank Public Co., Ltd., Choet Wutthakat Road (Don Mueang) Branch, for
Bt31,347 (thirty-one thousand three hundred and forty-seven Baht), to the lessor
as performance guarantee for compliance with the Agreement.
The Performance Guarantee submitted by the lessee in the first
paragraph shall be returned after the lessee has been relieved from any
obligations under this Agreement.
The Siam Commercial Bank Public Co., Ltd.
Letter of Guarantee
105-60-00082-0
No. Khor. 105-02-00084-4/012 April 1, 2002
We, the Siam Commercial Bank Public Co., Ltd., Choet Wutthakat Road (Don Mueang)
Branch, located at Xx. 000/000, Xxxxxxx Xx.00, Xxxxx Xxxxxxxxx Xxxx, Xx Kan
Sub-district, Don Mueang District, Bangkok Metropolis, hereby issues this Letter
of Guarantee to the Airports Authority of Thailand, as follows:
1. Whereas King Power Duty Free Co., Ltd. has signed a Building Space
Lease Agreement in Hat Yai Airport, Agreement No. HY.9/2545 that
requires a performance guarantee of Bt31,347 (thirty-one thousand three
hundred and forty-seven Baht), with the Airports Authority of Thailand,
We agree to bind ourselves as the guarantor of King Power Duty Free
Co., Ltd. to the Airports Authority of Thailand for an amount not
exceeding Bt31,347 (thirty-one thousand three hundred and forty-seven
Baht). That means, if King Power Duty Free Co., Ltd. fails to comply
with the Agreement with the Airports Authority of Thailand, or is in
breach of any clauses in the said Agreement, thereby the Airports
Authority of Thailand is entitled to forfeit the performance guarantee
or impose fines to and/or claim for damage from King Power Duty Free
Co., Ltd., we shall promptly make payment on behalf of and without
requesting King Power Duty Free Co., Ltd. to make such payment first.
2. We acknowledge and agree in every case in which the Airports Authority
of Thailand grants extension or leniency for compliance with the
Agreement to King Power Duty Free Co., Ltd., provided that the Airports
Authority of Thailand notifies us without delay.
3. We will not revoke the Letter of Guarantee while King Power Duty Free
Co., Ltd. is still liable to the terms and conditions in the Agreement.
As evidence hereof, we the Siam Commercial Bank Public Co., Ltd., Head Office,
by the undersigned who are empowered to enter juristic act binding the bank,
hereunder sign our names and affix the bank seal.
.......Signed...... ......Signed......Guarantors
(Mr. Sarayut Phoempakdi) (Mr. Kitcha Pariyaphruet)
Acting for the President
(Seal of the Siam Commercial Bank Public Co., Ltd.)
......Signed......Witness
(Xx. Xxxxxxx Hongron)
......Signed......Witness
(Miss Benjawan Phetsetha)
Appendix A
Details of Lease Remuneration and Layout of Leased Premises
Attached to Agreement No. HY.9/2545, dated September 3, 2002
Sheet No. 1
---------- --------------- ------------ ------------- ------------- ------------------- ----------- --------------------------------
Leased Area in Rent Rate Total Rents Service Fee Building/Land Tax Indemnity Lease Period
Premises Square Meters Baht/Month Baht/Month Bt/Month (Bt/M) Bt/Day
---------- --------------- ------------ ------------- ------------- ------------------- ----------- --------------------------------
From To
---------- --------------- ------------ ------------- ------------- ------------------- ----------- ------------- ------------------
Building space in Chiang Mai Airport
====================================----------------- ------------- ------------------- ----------- ------------- ------------------
- No. 237 30.0 270.00 8,100.00 1,215.00 1,012.50 688.50 April 1, 2002 December 31, 2004
---------- --------------- ------------ ------------- ------------- ------------------- ----------- ------------- ------------------
---------- --------------- ------------ ------------- ------------- ------------------- ----------- ------------- ------------------
The Lessor The Lessee
---------- ----------
........ Signed .... .... Signed ....
(Mr. Xxxxxx Xxxxxxx) (Mr. Viratana Suntaranond)
(Seal of King Power Duty Free Co., Ltd.)
Witness Witness
------- -------
..... Signed .... .... Signed ....
(Mr. Krit Phakhakit) (Miss Sarinthorn Chongchaidejwong)
