Lease Agreement
Domestic Passengers Terminal
Bangkok International Airport
Agreement No. 1-06/2542
This agreement is made at the Airports Authority of Thailand on 18 February 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 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 0013853 dated 17 December 1998 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 the purpose of operating business of selling
souvenirs and miscellaneous items.
Therefore, both parties agree to enter into an agreement, 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.
The Lessor The Lessee
---------- ----------
- signed - - signed -
(Flight Lieutenant Pradit Mongkonapiban) (Mr. Viratana Suntaranond)
(Seal of King Power Tax Free Co., Ltd.)
Witness Witness
------- -------
- signed - - signed -
(Mr. Krit Phakakit) (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 Fee and Rents and Method of Payment
1.3.1 The Lessee agrees to pay the fee and rents to the Lessor as
follows :
(a) Fee for entering into this agreement, Baht 1,945 (One
Thousand Nine Hundred Forty-Five Baht Only) not
including the value added tax
(b) Rents, service fees and charges are as prescribed in
Appendix A
1.3.2 Payment of the fee under Clause 1.3.1(a) shall be made to the
Lessor on the signing date of this agreement.
1.3.3 For the rents, services fees and charges as prescribed in
Appendix A, the Lessee agrees to make monthly payment 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 pay them 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 according to the existing and future
provisions of laws, on behalf of the Lessor.
The monthly building and land taxes indicated in Appendix A
are estimates, based on an average of each year's rents. If
the authorities assess and collect the building and land taxes
more than the amount indicated by the Lessor, the Lessee
agrees to pay the difference to the Lessor within 30 (thirty)
days from the date of receiving the Lessor's notice.
1.3.6 All payment under this agreement shall be made to 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 rents, building and
land taxes or other taxes, and various 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 it shall not impair the Lessor's right 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 in this agreement, 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,
unless a written permission has been obtained from the Lessor
first.
1.4.3 As the leased premises under this agreement has already been
allocated properly, if the Lessee wishes to have counter or
decorate or install equipment or adding any structure, these
shall be done at the Lessee's own expense. The result of
such implementation must be attractive and in orderly
fashion, and the materials and equipment must be of good
quality and modern. In view of this, the Lessee shall submit
the plan, chart, illustration and drawings of decoration of
the leased premises, including the relevant details to the
Lessor for consideration. Only after having obtained the
approval in writing from the Lessor, then the Lessee may
proceed with construction or decoration. Thereby, the
structure and component shall become the property of the
Lessor from the date of commencement, and the Lessee shall
not claim for any expense or indemnity from the Lessor.
With regard to any structure having been approved by the
Lessor according to the first paragraph, the Lessee shall not
renovate or alter it, unless a written permission has been
obtained from the Lessor first. If the Lessee wishes to
renovate or constructing any structure additionally in the
leased premises, besides obtaining a written permission from
the Lessor, the Lessee shall comply with the first paragraph
as well.
1.4.4 During the process of renovation or decoration of the leased
premises, the Lessee or any person whom the Lessee has
appointed or assigned or hired or ordered to perform various
tasks in the Lessee's business, shall strictly comply with the
concerned conditions of the agreement. Should there be any
damage to the reputation or property of the Lessor, or that of
other person, in any case, the Lessee shall be responsible
therefor.
1.4.5 The Lessee shall maintain the leased premises, including the
adjoining area, to be in proper condition and clean at all
times. If the leased premises or the adjoining area appears 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, endorsed
by the Lessor, available 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 various tasks in the
Lessee's business, shall comply with the relevant
instructions, regulations and directives of the Lessor, both
existing and 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. If any damage occurred therefrom, 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, the Lessee shall facilitate and allow
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 Rent and Charges
1.5.1 During validity of this agreement, if the Lessor wishes to
change, relocate, add or decrease or request for return of the
leased space which deviates from this agreement, resulting in
the Lessee having to renovate, change, alter, redecorate the
leased premises to be suitable, such implementation shall be
at the Lessee's own expense. Thereby, the Lessee shall not
claim for any expense or indemnity from the Lessor.
1.5.2 During validity of this agreement, the Lessor reserves the
right to adjust the rent and the relevant charges as deemed
appropriate, and shall notify the Lessee in advance. The
Lessee agrees to pay the newly adjusted rents, fees and
charges accordingly.
1.5.3 The area of the leased premises prescribed in Appendix A is an
approximate for computing the rent and the relevant charges.
After the Lessee has constructed, renovated or decorated the
leased premises, the Lessor shall inspect the leased premises
to ascertain the actual space for computing the rent and the
relevant charges. In this respect, the Lessor shall forward a
letter to the Lessee informing the actual space in due course,
which shall be deemed part of this agreement.
1.6 Termination of Agreement
1.6.1 During validity, 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. In case the Lessor terminates this agreement prior
to the expiration date, the Lessee agrees not to xxx or claim
for indemnity from the Lessor.
If the Lessee wishes to terminate this agreement prior to the
expiration date prescribed 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 the Lessor.
1.6.2 Each and every clause of this agreement is deemed substantial.
If it appears that the Lessee acts or omits to act in
violation of or non-compliance with any clause of this
agreement, or becomes bankrupted, the Lessor is entitled to
immediately terminate this agreement, claim for indemnity and
forfeit the performance guarantee.
1.7 Return of the Leased Premises
1.7.1 Upon expiration or termination date of this agreement by the
Lessor or the Lessee according to Clause 1.6, as the case may
be, this agreement immediately becomes extinct. The Lessee
shall remove 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, 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 from the leased premises.
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 indemnity.
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 have vacated the
leased premises and return the same accordingly 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 of 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 each party; or
- registered mail to the addresses indicated by both parties in
Chapter 2 of this agreement
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.
Details of Rents and Chart Showing Location of Lease Premises Appendix A
Lease Agreement No. 1-06/2542, dated 18 February 1999 (Total 3 Sheets)
Sheet #1
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Lease Period
-------------------------
Leased Premises Space Rent Rent Service Fee Building & Fine From To
Square Metre Baht/Sqm. Baht/Month Baht/Month Land Baht/Day
(Sqm.) per month Taxes
Baht/Month
------------------- ------------ --------- ---------- ----------- ---------- -------- ----------- ------------
Domestic Passengers Terminal, Bangkok International Airport
-----------------------------------------------------------
- Arrival Hall, ground floor of old building
------------------------------------------
Zone 101 B 30.00 750.00 22,500.00 3,375.00 2,812.50 1,912.50 1 Feb. 1999 17 Mar. 2000
- On 2nd Floor of old building and expansion
------------------------------------------
Zone 2653 40.00 750.00 30,000.00 4,500.00 3,750.00 2,550.00 1 Feb. 1999 17 Mar. 2000
Zone 2654 50.00 750.00 37,500.00 5,625.00 4,687.50 3,187.50 1 Feb. 1999 17 Mar. 2000
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The Lessor The Lessee
---------- ----------
- signed - - signed -
(Flight Lieutenant Pradit Mongkonapiban) (Mr. Viratana Suntaranond)
(Seal of King Power Tax Free Co., Ltd.)
Witness Witness
------- -------
- signed - - signed -
(Mr. Sukwat Chayakorn) (Miss Sarinthon Chongchaidejwong)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
Xx. 0 Xxxxxxx Xxxx 0, Xxxxxxx Xxxxxxxxxx
Tel. 0000000, 0000000
X/X Xx. X 00-0000
Xxxxxx of Guarantee
1 February 1999
We, Bangkok Metropolitan Bank Public Company Limited, with offices at 2 Chaloem
Khet 4 Road, Thepsirin Sub-district, Pom Prap Sattru Phai District, Bangkok
Metropolis, 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. 1-06/2542 for space in a building of the Bangkok International Airport
with the Airports Authority of Thailand, and a Letter of Guarantee is
required as performance guarantee for an amount of Baht 348,300.00 (Three
Hundred Forty-Eight Thousand Three Hundred Baht Only).
2. By means of this letter, Bangkok Metropolitan Bank Public Company Limited,
guarantee that if King Power Tax Free Co., Ltd. fails to comply with the
agreement or is in breach of any clause of the said agreement, thereby the
Airports Authority of Thailand is entitled to impose fines to and/or claim
for indemnity from King Power Tax Free Co., Ltd., Bangkok Metropolis Bank
Public Company Limited shall pay an amount not exceeding Baht 348,300.00
(Three Hundred Forty-Eight Thousand Three Hundred Baht Only) to the
Airports Authority of Thailand on behalf of King Power Tax Free Co., Ltd.
This Letter of Guarantee is valid from 29 January 1999 to 28 July 2000, after
which Bangkok Metropolitan Bank Public Company Limited shall be relieved from
the responsibility or obligation as indicated herein. As evidence of this
guarantee, Bangkok Metropolitan Bank Public Company Limited hereunder sign our
names in the presence of witnesses.
For Bangkok Metropolitan Bank Public Company Limited
- signed - Guarantor - signed - Guarantor
(Mr. Passakorn Tiensaweitakul) (Ms. Chompunuch Saranuntawat)
Assistant Manager, Credit Operation
- signed - Witness - signed - Witness
(Mr. Sontaya Sakonwong) (Xx. Xxxxxx Xxxxxxxxxx)
