Contract of Permission for Operating Business
Selling Photo Equipment and Providing Photo
Developing-Duplicating-Enlarging Services
at Bangkok International Airport
Contract No. 6-22/2542
This contract is made at the Airports Authority of Thailand on 29 July 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 King
Power Tax Free Co., Ltd., registered as a juristic person Company Limited under
the Civil and Commercial Code, with the head office at 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.
004250 dated 12 May 1999 issued by the Office of Partnership/Company
Registration, Bangkok Metropolis, hereinafter called the "Operator" of the other
part.
Whereas AAT is desirous of having a business operation selling photo equipment
and providing photo developing-duplicating-enlarging services at the northern
side of the departure hall on the 3rd Floor of the International Passenger
Terminal 1, the Bangkok International Airport
and the Operator is competent and desirous of operating the said business.
Therefore, AAT and the Operator agree to enter into a contract, as follows :
1. Business Operation
AAT agrees to grant a permission and the Operator agrees to receive the
permission for operating business of selling photo equipment and
providing photo developing-duplicating-enlarging services at the
northern side of the departure hall on the 3rd Floor of the
International Passenger Terminal 1, the Bangkok International Airport,
from 24 June 1999 to 31 July 2002.
2. Fee, Remuneration, Taxes/Duties, Other Expenses and Method of Payment
2.1 The Operator agrees to pay a fee for entering into this
contract and remuneration for receiving permission for
operating business of selling photo equipment and providing
photo developing-duplicating-enlarging services under this
contract to AAT, as follows :
2.1.1 Fee for entering into this contract, Baht 5,278.00
(Five Thousand Two Hundred Seventy-Eight Baht Only)
not including the value added tax.
2.1.2 Regarding the remuneration for receiving permission
for operating the business under this contract, the
Operator agrees to make monthly payment to AAT in
advance for an amount equivalent to 15 percent
(fifteen) of the total sales volume before deduction
of expenses of that particular month (the total sales
volume are inclusive of the value added tax), or the
minimum remuneration the Operator agrees to pay to
AAT, whichever is higher, whereby such remuneration
shall be deemed the remuneration for that particular
month. The minimum remuneration are as follows :
- For the first year, from 24 June 1999 to 31
July 2000, Baht 238,000.00 (Two Hundred
Thirty-Eight Thousand Baht Only) per month
- For the second year, from 1 August 2000 to 31
July 2001, Baht 261,800.00 (Two Hundred
Sixty-One Thousand Eight Hundred Baht Only)
per month
- For the third year, from 1 August 2001 to 31
July 2002, Baht 287,980.00 (Two Hundred
Eighty-Seven Thousand Nine Hundred Eighty
Baht Only) per month
The remuneration the Operator agrees to pay to AAT
does not include the value added tax that the
Operator has a duty to pay at the rate stipulated by
law.
2.2 The Operator agrees to pay the minimum remuneration to AAT on
monthly basis, by the 5th of every month according to Clause
2.1.2. If the remuneration at 15 percent (fifteen) of the
total sales volume before deduction of expenses appears to be
higher than the specified minimum remuneration, the Operator
agrees to pay the difference to AAT by the 20th of the
following month.
2.3 The Operator shall be responsible for payment of the taxes
and/or other expenses incurred from the business operation
under this contract at the rates stipulated by law and/or set
forth in directives of AAT.
2.4 All payment under this contract shall be made to Finance
Division, Finance Department, of AAT. After the Operator has
made payment to AAT, a receipt shall be issued to the Operator
as evidence. The receipt shall have the signatures of the
Director, Finance Division, Finance Department, of AAT or the
designated person, jointly with the cashier of Finance
Division, Finance Department, of AAT or the designated person
who must be a financial staff of AAT.
If the Operator is in default of any payment to AAT under this
contract, the Operator consents to pay penalty to AAT at a
rate of 1.5 percent (one point five) per month of the
outstanding amount. A fraction of month shall be counted as
one month.
The Operator agrees that this clause is a separate part and it
shall not impair AAT's right to terminate this contract and
claim for damages.
3. Duties and Responsibilities of the Operator
3.1 The Operator shall operate the business as specified in this
contract only.
3.2 In operating the business under this contract, the Operator
agrees to invest in decoration of the premises which shall be
attractive and modern as well as acquiring articles and
equipment at the Operator's own expense.
3.3 The Operator shall not transfer the business under this
contract or permit a third party to operate the business,
either in part or in whole, unless a written permission has
been obtained from AAT first. Though having obtained the
permission from AAT, the Operator remains to be liable to the
business operation under this contract.
3.4 The Operator shall operate the business under this contract
with expertise, caution and competence in accordance with the
standards of this type of business, whereby the Operator shall
take into consideration AAT's reputation and image.
3.5 The Operator shall not use the word "Airports Authority of
Thailand," "AAT" or other word concerning with AAT or the logo
of the Airports Authority of Thailand as trading name,
characteristics or logo of the Operator's business or juristic
person name, to such an extent that others would think that it
is the business of AAT.
3.6 The Operator must provide the services and sell only the
merchandize on the list submitted to AAT at the bidding. The
said list is an Appendix and shall be deemed part of this
contract. If the Operator wishes to sell additional
merchandize, a list of merchandize and prices (in Baht) must
be submitted to AAT for consideration on every occasion. Only
after a written permission has been obtained from AAT that
such merchandize can be placed for sale.
3.7 The merchandize being sold by the Operator shall not be the
same as those under concessions given to other business
operators in the Bangkok International Airport. AAT reserves
the right to have the Operator refrain from selling such
merchandize and the Operator's consideration shall be final.
3.8 The Operator must have seasonal merchandise available as
informed by AAT from time to time.
3.9 The merchandize shall be made in Thailand products, or those
made abroad with permission for sale in Thailand. Their
quality must be as good as the same type of merchandize being
sold in the leading department stores of Thailand.
3.10 AAT reserves the right to have more specific merchandize or
"brand name" merchandize available in the International
Passengers Terminal, the Bangkok International Airport.
3.11 AAT reserves the right to specify the types of merchandise or
notify the Operator to refrain from selling the types of
merchandise AAT deems inappropriate, with which the Operator
shall strictly comply.
3.12 The Operator shall have selling price tags visibly displayed
and in Baht only.
3.13 In case the Operator receives payment in foreign currencies,
the prevalent daily exchange rates of the bank in the
International Passengers Terminal shall apply accordingly. The
currencies exchange rates shall be visibly displayed.
3.14 Should there be any complaint regarding price or quality of
merchandise, AAT reserves the right to order the Operator to
adjust the price and improve the quality as deemed
appropriate. In this respect, AAT's decision shall be final.
3.15 The Operator shall open the business under this contract on
daily basis - close of business on any day is not permitted.
The business hours shall be at least 06.00 - 24.00 hrs. daily.
If the Operator wishes to change the business hours, a written
permission must be obtained from AAT on every occasion.
3.16 It is prohibited to have a juke box, audio equipment or any
article making noise.
3.17 The Operator shall arrange to have compact boxes or packages
for containing the merchandize which are suitable for hand
carry onto an airplane.
3.18 Advertisement in the premises is permitted for the merchandize
on sales only, and a written permission must be obtained from
AAT first.
3.19 The Operator shall oversee that every staff and employee
wearing the uniform with name tag as endorsed by AAT, and that
they strictly comply with the regulations, directives and
instructions of AAT. In case of any violation, the Operator
consents AAT to proceed as deemed appropriate.
3.20 The Operator shall comply with the provisions of the existing
and future laws governing this type of business operation.
3.21 The Operator shall facilitate AAT staff members, who have been
appointed and assigned to oversee the Operator's business
under this contract, to inspect the premises, merchandise,
selling prices and the relevant documents, including auditing
of the Operator's books of accounts.
3.22 In operating the business under this contract, if any damage
occurred to the property or reputation of AAT by any act of
the Operator or that of the person whom the Operator has
appointed, assigned, hired or requested to perform any task,
the Operator shall be responsible for compensation of such
damage.
3.23 The Operator shall declare the total sales volume and prepare
monthly sales account and submit the same to AAT by the 20th
of the following month.
3.24 For each fiscal year, the Operator shall arrange at the
Operator's own expense to have the Certified Public Accountant
of the Operator to certify and confirm the total sales volume
and the total income from services, before deduction of
expenses, at the Bangkok International Airport, and notify AAT
in writing within 150 days from the end of the fiscal year.
3.25 In case the Operator fails to comply with the contract or has
taken any action besides the contract and AAT has forwarded a
written notice to the Operator, the Operator ignores it.
Thereby, the Operator has not complied with the contract or
remains to take any action besides the contract, AAT shall
impose a daily fine at a rate of 0.1 percent of the monthly
remuneration, from the date of taking such action, and the
Operator agrees to pay the fines as notified by AAT.
4. Performance Guarantee
In entering into this contract, the Operator has submitted the Letter
of Guarantee No. 029-42/093 dated 23 June 1999, issued by the Siam
Commercial Bank Public Company Limited, Lak Si Branch, for Baht
1,900,668.00 (One Million Nine Hundred Thousand Six Hundred Sixty-Eight
Baht Only) to AAT as performance guarantee. AAT shall return the said
Letter of Guarantee after the Operator has been relieved from all
obligations under this contract.
5. Termination of Contract
5.1 During validity, if AAT wishes to terminate this contract
prior to the expiration date prescribed in Clause 1, AAT is
entitled to do so; provided that a written notice must be
given to the Operator at least 30 days in advance. Thereby,
the Operator agrees not to ▇▇▇ or claim for indemnity from
AAT.
In case the Operator wishes to terminate this contract prior
to the expiration date prescribed in Clause 1, the Operator is
entitled to do so; provided that a written notice must be
given to AAT at least 90 days in advance and that the Operator
has no outstanding payment to AAT.
5.2 If there is any reasonable grounds to believe that the
Operator shall not be able to operate the business
successfully, or the Operator is in breach of any clause
herein, AAT is entitled to terminate this contract and permit
a third party to operate the business under this contract
thereafter; thereby the Operator shall be subject to indemnity
to AAT as well.
5.3 Each of every clause of this contract is deemed substantial.
If it appears that the Operator acts or omits to act in
violation of or non-compliance with any clause of this
contract, or becomes bankrupted, AAT is entitled to
immediately terminate this contract, claim for indemnity and
forfeit the performance guarantee.
This contract 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 Operator
/s/ Flight Lieutenant Pradit Mongkonapiban /s/ Viratana Suntaranond
------------------------------------------- --------------------------
(Flight Lieutenant Pradit Mongkonapiban) (Mr. Viratana Suntaranond)
(Seal of King Power Tax Free Co., Ltd.)
Witness Witness
/s/ Krit Phakakit /s/ Sarinthon Chongchaidejwong
-------------------- ---------------------------------
(Mr. Krit Phakakit) (Miss Sarinthon Chongchaidejwong)
THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
Lak Si Branch
▇▇/▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Bang Khen Sub-district, Lak Si District,
Bangkok
Letter of Guarantee
-------------------
No. 029-42/093 23 June 1999
We, the Siam Commercial Bank Public Company Limited, Lak Si Branch, with offices
at ▇▇/▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Bang Khen Sub-district, Lak Si 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 Contract of
Permission for Operating the Business of Selling Photo Equipment and
Providing Photo Developing-Duplicating-Enlarging Services, No. 6-22/2542,
and performance guarantee is required by the Airports Authority of Thailand
for an amount of Baht 1,900,668.00 (One Million Nine Hundred Thousand Six
Hundred Sixty-Eight Baht Only).
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
1,900,668.00 (One Million Nine Hundred Thousand Six Hundred Sixty-Eight
Baht Only). That is, if King Power Tax Free Co., Ltd. fails to comply with
the contract entered with the Airports Authority of Thailand, or is in
breach of any clause of the said contract, thereby the Airports Authority
of Thailand is entitled to forfeit the performance guarantee or impose
fines to and/or claim for indemnity from King Power Tax Free Co., Ltd., we
shall promptly make the payment on behalf 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 contract 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 24 June 1999 to 23 December 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.
(Seal)
- signed - - signed - Guarantor
(Mr. Suchart Wongwipusana) (Mr. Worawit Phungrunrom)
- signed - Witness
(Mr. Thitiporn Suksomjit)
- signed - Witness
(Miss Kamonthip Sopapon)
Each Letter of Guarantee is under for an amount not exceeding 3 Million Baht
Lease Agreement
Bangkok International Airport
Agreement No. 1-22/2542
This agreement is made at the Airports Authority of Thailand on 29 July 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 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.
004250 dated 12 May 1999 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 photo
equipment and providing photo developing-duplicating-enlarging services
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)
Details of Rents and Chart Showing Location of Lease Premises Appendix A
Lease Agreement No. 1-22/2542, dated 29 July 1999 (Total 2 Sheets)
Sheet #1
---------------------------------------------------------------------------------------------------------------------------------
Lease Period
--------------------------
Leased Premises Space Rent Rent Service Fee Building & Land Fine From To
Square Metre Baht/Sqm. Baht/Month Baht/Month Taxes Baht/Day
(Sqm.) per month Baht/Month
------------------------ ------------ --------- ---------- ----------- --------------- -------- ------------ ------------
Departure Hall, northern
side 3rd Floor of
International Passengers
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ 12.00 750.00 9,000.00 1,350.00 1,125.00 765.00 24 June 1999 23 June 2002
International Airport
------------------------ ------------ --------- ---------- ----------- --------------- -------- ------------ ------------
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)
THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
Lak Si Branch
▇▇/▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Bang Khen Sub-district, Lak Si District,
Bangkok
Letter of Guarantee
No. 029-42/084 23 June 1999
We, the Siam Commercial Bank Public Company Limited, Lak Si Branch, with offices
at ▇▇/▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Bang Khen Sub-district, Lak Si 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 has entered into the
Lease Agreement No. 1-22/2542 for 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 34,830.00 (Thirty-Four
Thousand Eight Hundred Thirty Baht Only).
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
34,830.00 (Thirty-Four Thousand Eight Hundred Thirty Baht Only). 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 impose fines to and/or claim for
indemnity from King Power Tax Free Co., Ltd., we shall promptly make the
payment on behalf 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 24 June 1999 to 23 December 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 Wongwipusana) (Mr. Worawit Pungrunrom)
- signed - Witness
(Mr. Thitiporn Suksomjit)
- signed - Witness
(Miss Kamonthip Sopapon)
Each Letter of Guarantee is under for an amount not exceeding 3 Million Baht