EXHIBIT 10.18
TRANSLATION
Contract of Lease of Premises at Chiangmai Airport
Contract No. Cho-Mor 1-21/1997
This contract is made at The Airport Authority of Thailand on Julv 9. 1997.
between The Airport Authority of Thailand by Group Captain Xxxxx Xxxxx charoen,
The Governor, hereinafter referred to as "THE LESSOR" of the one part and J.M.T.
Group Co.,Ltd., a limited company incorported under The Civil and Commercial
Code, having the head office located at 000/00 Xxx Xxxxxxx Xxxx, Xxxxxx Phra
Pinklao Road, Bangyeekhan Sub-district. Bangkok Noi District. Bangkok
Metropolis, represented by Mr.Viratana Suntaranond, an authorized person who can
sign on behalf of the company under the affidavit issued by the partnerships and
companies registration office, Bangkok Metropolis, dated February 5, 1997, and
the Power of Attorney dated (..........) , hereinafter referred to as "the
Lessee" of the other part.
Whereas the lessor agree to let the property and the lessee agree to lease
property of the lessor as engage in business of sale of merchandise and
souvenirs at Chaingmai Airport.
Both parties, hereby agree as following:
The lessor agree to let and the lessee agree to lease for the property from
the lessor under the terms and conditions stipulated in "Terms and Conditions of
Lease" and the appendixes attached hereto which shall form an integral part
hereof as follows:
Appendix A. List Showing Details of Leased Premises, Duration of Lease,
Rent, Charges and Plans of Leased Premises.
Appendix B. Contract Security
Appendix C. Documents Showing The Incorporation and The Authorized
Person of The Lessee
Appendix D. Other (If any)
This agreement is made in duplicate with identical content. Both parties
have thoroughly read and comprehended the same, thus set their hands together
with the seal (If any) affixed in presence of witnesses and each keeping one
copy.
THE LESSOR THE LESSEE
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(Signed) (Signature) (Signed) (Signature)
Group Captain SEAL
(Panya Seingcharoen) (Mr. Viratana Suntaranond)
WITNESS WITNESS
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(Signed) (Signature) (Signed) (Signature)
(Miss Chor Jaruwan Pendpaisit) (Mrs. Manutya Xxxxxxxx)
Term and Conditions of Lease
Chapter 1. General Provisions
Chapter 2. Special provisions
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Chapter 1. General Provisions
1.1 Scope of Lease
Lessee agrees to lease Lessor's property hereinafter referred to as
the "Leased Premises" with details as shown in Appendix A.
1.2 Duration of Contract
Lessor agrees to allow Lessee to use the leased premises for a period
as stipulated in Appendix A.
1.3 Rental, Remunerations and Method of Payment.
1.3.1Lessee agrees to pay rental and remunerations to Lessor as
follows: (A) Fee for execution of Contract in the amount of Baht
5,000 (Five Thousand Only) which is no including VAT (B) Rental
and other charges as stipulated in Appendix A.
1.3.2The fee for execution of Contract as stipulated in Clause 1.3.1
(A) shall be made to Lessor on the date of signing hereof.
1.3.3Lessee agrees to make payments of rental and charges as
stipulated in Appendix A. to Lessor monthly in advance within the
5th day of every month
1.3.4Lessee consents to bear all expenses to be incurred hereunder
E.G. Electricity, Telephone, Water Supply or other expenses and
agree to make payments thereof to Lessor within the period fixed
in the invoices relating to such respective expenses.
1.3.5Lessee agrees to be solely responsible for all taxes and fees
incurred by the lease of property under this Contract, E.G. Vat
which is payable under the law which is now in force or to be in
force in the future.
The Housing and Land Tax as shown in Appendix A. hereto is an
estimate of the average monthly Housing and Land Tax. Should
there be any change to the rate thereof as herein specified by
Lessor, Lessee consents for Lessor to charge the same at the rate
as amended.
1.3.6All the payments as herein required shall be made to Chiangmai
Airport, Upon such payments have been duly made by Lessee to
Lessor, Lessor shall issue relevant receipts therefore to Lessee.
All such receipts must bear the joint signatures of The Chief of
The Financial Section, The Financial Division of Lessor or any
person entrusted therefor and of The Chief of The Receipt
-Payment Works, The Financial Section, The Financial Division of
Lessor or the person entrusted as The Financial Officer of
Lessor.
1.3.7If Lessee is in default of payment of any of the rental, duty
and charges herein payable to Lessor, Lessee consents to pay a
penalty to Lessor at the rate of 1.5 (One Point Five) percent per
month of the amount owed throughout the period of such default.
Fraction of any month shall be treated as one month.
Lessee agrees that the right mentioned in the preceding paragraph
shall not prejudice the right of Lessor to terminate this
contract and to claim for other damages.
1.4 Duty and Responsibility of Lessee
1.4.1Except a prior written consent is given by Lessor, Lessee shall
not use the leased premises for any purpose other than for the
purpose herein stipulated.
1.4.2Except a prior written consent is given by Lessor, Lessee shall
not, whether in whole or in part, sublease or assign the lease or
consent any person to exploit the leased premises.
1.4.3The Lessor has properly allocated the premises required for the
operation of business under this contract. If the Lessor shall
decorated the premises, install counters or equipment or make any
necessary additional construction thereto at its own expenses
provided the plans relating to the said counters, decoration,
construction or equipment shall be approved by the Lessor in
advance. Such decoration installation or construction shall be
made in a discerning and orderly manners. The materials or
equipment to be used therefor must be of good quality and
contemporary, all the property it become to the Lessor as from
the date the same is made thereto, and shall not claim for any
expense therefore or damage against the Lessor.
And the construction at the Lessor permitsion to the Lessee to
operated the right mentioned in the preceding paragraph, the
Lesser intends to make any further renovation or need to change,
but the Lessee can not to do that. Except a prior written
consents is given by the Lessor. Lessee is entitled, for
renovation or additional construction to the leased permises.
1.4.4During the operating the renovation or decoration the leased
permises the Lessee and shall ensure that the persons appointed,
entrusted, employee or assigned by the Lessee to work in its
business, rules or regulations or the Lessor whether the same are
currently in force. Should there be any damage incurred from the
act of eight the Lessee or such persons, the Lessee shall
entirely be liable to the Lessor therefor.
1.4.5Lessee shall always keep and maintain the leased premises in a
tidy and clean condition. Should the leased premises be dirty,
cluttered or deteriorated, Lessee shall properly clean or repair
the same at Lessee's expenses.
1.4.6Lessee shall, at its own expense, make available at the leased
premises fire extinguishers which are approved by Lessor.
1.4.7Lessee shall comply with and shall ensure that Lessee's
dependents or persons appointed, entrusted, employed or engaged
by Lessee to work in its business, comply with all related
orders, rules or regulations of Lessor whether the same are
currently in force or which will be prescribed in the future.
Lessee shall also exercise good care in not allowing any person
to use leased premises for any illegal purpose or for keeping or
concealing any illegal item therein. Should there be an
occurrence of any such events, Lessee shall be liable to Lessor
for any damage incurred as a result of the act of any such
persons as if it was the act of Lessee.
1.4.8Throughout the period for which the lease of premises is still
in effect, Lessee will, from time to time and for a reasonable
duration, allow Lessor or its personnel to inspect the leased
premises and facilitate such personnel in making such inspection.
1.5 Right to Change Rental and Charges for leases permises
1.5.1The Lessor permit to the Lessee to operate the construction,
decoration and renovation the leased on May 8, 1997 until May 31,
1997. By not the collect for the rental and extra chages. The
sevices for electric, water supply and telephone, will collected
from the date of the starting.
1.5.2The area of the leased permises as per attached in Appendix A,
is approximately calculated for renting charges and other
expenses. When the Lessee has completed construction, decoration
and area imporvement job, the Lessor then will measure the actual
area occupied by the Lessor for area calculation. the Lessor will
send notification letter to inform the actural area occupied by
the Lessee afterwards the notification letter to be bated as part
of the contract.
1.5.3During the period of this contract, if the Lessor request to the
amendment E.G. removal, increase, decrease, return to the leased
permises with differ from the contract.
1.5.4During the period of this contract, Lessor reserves the rights,
by advance notice to Lessee, to adjust the rental and any charges
relating to the lease of the business premises as Lessor deems it
appropriate, and Lessee agrees to accept the new rate of rental
and charges adjusted by Lessor.
1.6 Termination
1.6.1During the period of this Contract, Lessor is entitled, if so
desired, to terminate this (:ontract prior to the expiry of its
term provided a written notice thereof must be given to another
Party not less than thirty (30) days in advance. In case Lessor
terminates this Contract prior to the expiry of the term, Lessee
agrees not to institute any lawsuit or claim for any damage
against Lessor as a result thereof.
1.6.2Each of the stipulations of this Contract is of essence. Should
Lessee commit or fail to commit any act in violation of any
stipulation of this Contract or become bankrupt, Lessor is
entitled to immediately terminate this Contract and to claim for
damage including to forfeit the contract security herein given.
1.7 Return of Leased Premises.
1.7.1Upon the expiry of the term of this Contract or the exercise by
Lessor or Lessee of its right to terminate this Contract in
accordance with Clause 1.6, as the case may be, this Contract
shall be deemed to be immediately terminated. Lessee shall then
cease to engage in the business, demolish or remove Lessee's
properties from the leased premises and return the leased
premises to Lessor within seven (7) days from the expiry date or
the date following the date on which the notice of termination
was given, as the case may be.
1.7.2Should Lessee fail to comply with the stipulation of Clause
1.7.1, Lessee consents for Lessor to immediately repossess the
leased premises including to demolish or remove Lessee's
properties from the leased premises. Lessee consents to bear all
the expenses incurred by Lessor therefor. Should there be any
damage incurred therefrom, Lessee shall not claim for any damage.
1.7.3In addition to the consent given to Lessor to repossess the
leased premises as mentioned in Clause 1.7.2, Lessee also
consents to pay a daily penalty to Lessor at the rate stipulated
in Appendix A. hereto to be calculated from the date following
the due date required for Lessee to return the leased premises
until Lessee and its dependents shall have vacated the leased
premises and properly returned the same or until Lessor has duly
completed the acts stipulated in Clause 1.7.2, as the case may
be.
1.8 Contract Security
The Lessee shall delivered to Lessor contract security in a form
of cash or letter of guarantee issued by any bank in Thailand in
the amount 3,076,875 Baht (Three million seventy six thousand
eight hundred seventy five baht only) as security for Lessee's
performance under this contract before the date start not less
than 90 days.
The security given to Lessor as mentioned above, throughout the
period the lessee must be responsible for the contract and the
Lessor shall returned to Lessee when the Lessee has been released
from the obligation under this contract.
In case this Contract is amended rendering the rental to be increased, Lessee
shall provide additional security in proportion to the rental increased.
1.9 Notice
All notices under this Contract shall be made in writing and shall be
deemed legally served if sent by either of the following methods:
- By personal delivery to a responsible person of each respective
Parties.
- By registered mail.
1.10 Disputes
Should there be any dispute arise under this Contract, the Parties
agree to institute a lawsuit to any competent Courts in Bangkok
Metropolis.
Chapter 2 Special Provisions
Notices
Name and Address of the Lessor
The Airports Authority of Thailand
Vibhavadi - Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx
Xxxxxxx 00000
Telephone No. 000-0000, 000-0000
Fax No. 53 1-5559
Name and Address of the Lessee
J.M.T. Group Co., Ltd.
000/00 Xxx Xxxxxxx Xxxx
Somdej Phra Pinklao Road
Bangyeekhan Sub-district
Bangkok Noi District
Bangkok Metropolis
Telephone No. 000-0000-0
Fax No.
LIST SHOWING DETAILS OF LEASED PERMISES, DURATION OF LEASE Appendix A
RENTAL, CHARGES AND LAYOUT OF LEASED PERMISES Total 3 Pages
ATTACHED TO THE CONTRACT AT CM. 1-21/1997 DATED JULY 9,1997 Page 1
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Particulars Area in Rental Rate Charge Rental Housing and Damage Lease Period
square --------------------------
of Leased Premises Meter Baht/Sq.m. Land Tax
(Sq.m ) /Month Baht/Month Baht/Month Baht/Month Baht/Month From Up to
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The area within Chaingmai
Airport
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- Area for the Hall Passenger 16.00 450.00 7,200.00 1,080.00 900.00 612.00 June 1, 1997 May 31, 2000
(ground floor)
- Area for the Hall Passenger 22.25 450.00 10,012.50 1,501.88 1,251.56 851.00 June 1, 1997 May 31, 2000
(First floor)
- Area for Domestic Passenger 14.00 450.00 6,300.00 945.00 787.50 536.00 June 1, 1997 May 31, 2000
Departure Lounge
- Area for International
Passenger 15.00 450.00 6,750.00 1,012.50 843.75 574.00 June 1, 1997 May 31, 2000
Departure Lounge
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THE LESSOR THE LESSEE
(Signed) Group Captain
(signaure) (Signed) (Signature) (Seal)
(Panya Seingchareon) Mr. Viratana Suntaranond)
(Signed) WITNESS WITNESS
(signature) (Signed) (signaure)
(Miss Chor Jaruwan Petchpisit) (Mrs. Manunya Xxxxxxxx)
[Two pages graphics (floor plan) omitted.]
