EXHIBIT 10.14
(TRANSLATION)
Contract No.1-77/1995
Contract of Lease of Premises in the Bangkok Airport Terminal
between The Airports Authority of Thailand
and J.M.T. Group Co., Ltd.
(TRANSLATION)
DUTY STAMP
Contract of Lease of Premises in the Bangkok Airport Terminal
Contract No 1-77/1995
This Agreement is made at The Airports Authority of Thailand on the 13th
day of March, 1995 between the AIRPORTS AUTHORITY OF THAILAND represented by Air
Chief ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chandrubeksa, the Governer hereinafter referred to as
"Lessor" of the one part and J.M.T. GROUP CO., LTD., a limited company
incorporated and existing under the Civil and Commercial Code, having its
principal office located at ▇▇. ▇▇▇/▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ Pinklao
Road, Bang Yeekhan Sub-District, Bangkok Noi District, Bangkok Metropolis;
having its branch office located at............ represented by Mr. Viratana
Suntaranond, an authorized person who can sign on behalf of the company
hereinafter referred to as "Lessee" of the other part.
WHEREAS Lessor agrees to let the property and Lessee agrees to lease
property of Lessor as office for operating Lessee's business.
NOW, THEREFORE, The Parties hereby agree as follows:
Lessor agrees to let and Lessee agree to lease property from Lessor under
the terms and conditions stipulated in "Terms and Conditions of Lease" and the
Appendixes attached hereto which shal1 form an integral part hereof as follows:
Appendix A.: List of Leased Premises, Lease Period,
Rental, Charges and Plan of Leased Premises.
Appendix B.: Annex B.: Contract Security
Appendix C.: Documents Showing the Incorporation
and Authorized Person of Lessee.
Appendix D.: Other (if any)
This Agreement is made in duplicate with identical content. Both parties
have thoroughly read and comprehended the same and therefore, set their hands
with the seal (if any) affixed in presence of witnesses, and each keeping one
copy.
Lessor Lessee
------ ------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (Seal)
(▇▇▇▇▇▇ ChandTubeksa) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Krit Pakakij) (Miss Chadaporn Poonpothong
Terms 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.
Should Lessee intend to renew the lease after the expiry of the term,
Lessee shall give a written notice therefor to Lessor not less than 45
(forty five) days prior to the expiry of the term. Lessor reserves the
right to consider the same as Lessor deems appropriate.
1.3 Rental, Remunerations and Method of Payment
1.3.1 Lessee 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 Baht) which is not inclusive ofthe Value Added Tax.
(b) Rental and other charges as stipulated in Appendix A.
1.3.2 The fee for execution of Contract as stipulated in Clause 1.3.1 (a)
shall be made to Lessor on the date of signmg 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 agrees 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 Value Added
Tax 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.
1.3.6Al1 the payments as herein required shall be made to the Financial
Section, the Financial Division of Lessor. Upon such payments have
been duly made by Lessee to Lessor, Lessor shall issue relevant
receipts therefor tp 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
shal1 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.
1.4.3Except a prior written consent is given by Lessor, Lessee shall not
make any alteration, modification or addition to the leased premises.
Any alteration, modification, addition or repair, whether major or
minor, made to the leased premises shall become Lessor's property as
from the date from which such alteration, modification, addition or
repair is made thereto, and Lessee shall not be entitled to claim for
any costs therefor or any damage from Lessor
1.4.4Lessee shal1 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.
1.4.5Lessee shall, at its own expense, make available at the leased
premises fire extinguishers which are approved by Lessor.
1.4.6Lessee 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 the 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 shal1 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.
1.4.7Throughout 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
During 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 rates 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 Contract 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 damape aaainst 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 shal1 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 al1 the expenses incurred by
Lessor therefor. Should there be any damage incurred therefrom, Lessee
shal1 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
shal1 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
Unless otherwise stipulated in Chapter 2 of this Contract, Lessee shall
deliver to Lessor contract security in a form of a cash or letter of
guarantee issued by any bank in Thailand in the amount equal to 3 (three)
times of the monthly rental as security for Lessee's performance under this
Contract.
The security given to Lessor as mentioned above shall be returned to Lessee
upon Lessee has been released from the obligations 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 shal1 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 Lessor
The Airports Authority of Thailand
▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone Nos. ▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇▇
Facsimile No. 531-5559
Name and Address of Lessee
J.M.T. Group Co., Ltd.
189/58 Bang Yeekhan Sub-Distact
Bangkok Noi District
Bangkok Metropolis
Telephone No. ▇▇▇-▇▇▇▇
Facsimile No. 531-3964
(TRANSLATION)
LIST OF REMUNERATION FOR THE LEASE AND PLAN OF LEASED PREMISES
CONTRACT NO. 1-77/2538 DATED MARCH 13,1996
Appendix A
(Total 2 Pages)
Page 1
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Particulars Area in Rental Rate Rental Charges Housing and Damage Lease Period
of Leased Premises Square Baht/Sq.m. Land Tax
Meter /month Baht/month Baht/month Baht/month Baht/month From Up to
(Sq.m.)
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Premises within the
Bangkok Airport
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300.- 205,050.- 30,757.50 25,631.25 17,430.- April 1, 1995 Sept. 30, 1995
-No.3025 683.50----{
325.- 222,137.50 33,320.63 27,767.19 18,882.- Oct. 1, 1995 March 31, 1998
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LESSOR LESSEE
------ ------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(▇▇▇▇▇▇ Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Krit Pakakij) (Miss Chataporn Phlupothong)
[One page graphic (floor plan) omitted.]