EXHIBIT 10.19
TRANSLATION
Contract of Lease of Premises in The Bangkok Airport
Contract No. 1-01/1998
This contract is made at The Airport Authority of Thailand on October 2.
1997 between The Airport Authority of Thailand by Group Captain ▇▇▇▇▇ ▇▇▇▇▇
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 ▇▇▇/▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ 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, the
department of Commercial registration, the Ministry of commerce No. Sor Auu.
0092543 dated July 16, 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 the international passenger terminal of the Bangkok 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 Seinacharoen) (Mr. Viratana Suntaranond)
WITNESS WITNESS
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(Signed) (Signature) (Signed) (Signature)
(Miss. Chanalai Chayakul) (Miss. Chadaporn Poolphotong)
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.
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.
1.3.1Lessee 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 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 the
Financial Division, 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 Lessee must be decoration or renovation as per attached
the details Appendix B thereto at its own expenses. The
materials or equipment to be used must be of good quality
and contemporary, and provided the plans for approved by the
Lessor in advance. All the property it become to the Lessor
as from as the date the same is made thereto, and shall not
claim for any expenses against the Lessor.
1.4.4Except 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 ▇▇▇▇▇ 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 form Lessor.
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
Ihe 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 areas of the lease permises, as per attached with
Appendix A hereto is an estimate, contained in documents for
selecting supplier, for the purpose of calculating the
rental and related charges. Upon the completion by the
Lessee of the construction, renovation or decoration of the
business, the lessor shall, therefore, measure the actual
area thereof for making calculation of the rental and
related charges based upon the areas actually leased. The
Lessor shall later notify the result thereof in writing to
the Lessee and such the Lessor's notice shall be deemed part
hereof.
1.5.2During 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 permises
as Lessor deems if appropriate, and Lessee agree to acept
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 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 piven.
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 - ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No. ▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇▇
Fax No. ▇▇▇-▇▇▇▇, 535-4061
Name and Address of the Lessee
J.M.T. Group Co., Ltd.
▇▇▇/▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Somdej Phra Pinklao Road
Bangyeekhan Sub-district
Bangkok Noi District
Bangkok Metropolis
Telephone No. ▇▇▇-▇▇▇▇-▇
Fax No. ▇▇▇-▇▇▇▇
Appendix A
LIST ATTACHED TO MEMORANDUM OF LEASING AT BANGKOK AIRPORT
CONTRACT NO. 1-01/1998 DATED OCTOBER 2, 1997
Total 7 pages
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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PREMISES WITHIN THE
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INTERNATIONAL PASSENGER
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇
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▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇ 48.00 750.00 36,000.00 5,400.00 4,500.00 3,060.00 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3303 A 12.00 750.00 9,000.00 1,350.00 1,125.00 765.00 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3303 A/1 9.00 750.00 6,750.00 1,012.50 843.75 573.75 APRIL 1, ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇. ▇▇▇▇ ▇ 36.50 750.00 27,375.00 4,106.25 3,421.88 2,326.88 APRIL 1, ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇. ▇▇▇▇ ▇ 12.00 750.00 9,000.00 1,350.00 1,125.00 765.00 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3342 E 200.00 750.00 150,000.00 22,500.00 18,750.00 12,750.00 APRIL 1, 1998 MARCH 31, 2001
NO. 3342 E/1 28.50 750.00 21,375.00 3,206.25 2,671.88 1,816.88 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3342 E/2 28.50 750.00 21,375.00 3,206.25 2,671.88 1,816.88 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3342 E/3 39.00 750.00 29,250.00 4,387.50 3,656.25 2,486.25 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3342 F 200.00 750.00 150,000.00 22,500.00 18,750.00 12,750.00 APRIL 1, 1998 MARCH 31, 2001
NO. 3342 F/1 28.50 750.00 21,375.00 3,206.25 2,671.88 1,816.88 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3342 F/2 28.50 750.00 21,375.00 3,206.25 2,671.88 1,816.88 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3342 F/3 39.00 750.00 29,250.00 4,387.50 3,656.25 2,486.25 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 0316 42.50 750.00 31,875.00 4,781.25 3,984.38 2,709.38 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3265 S 22.00 750.00 16,500.00 2,475.00 2,062.50 1,402.50 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3265 S/1 12.50 750.00 9,375.00 1,406.00 1,171.88 796.88 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3265 T 9.00 750.00 6,750.00 1,012.50 843.75 573.75 APRIL 1, 1998 MARCH 31, 2001
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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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INTERNATIONAL ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇
▇▇. ▇▇▇▇ ▇ 41.00 750.00 30,750.00 4,612.50 3,843.75 2,613.75 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3770 43.50 750.00 32,625.00 4,893.75 4,078.13 2,773.13 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3735 A 160.50 750.00 120,375.00 18,056.25 15,046.88 10,231.88 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3735 A/1 90.00 750.00 67,500.00 10,125.00 8,437.50 5,737.50 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3735 A/2 27.00 750.00 20,250.00 3,037.50 2,531.25 1,721.25 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3265 X 156.00 750.00 117,000.00 17,550.00 14,625.00 9,945.00 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3757 A 12.50 750.00 9,375.00 1,406.25 1,171.88 796.88 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3712 A 33.50 750.00 25,125.00 3,768.75 3,140.63 2,135.63 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3712 B 16.00 750.00 12,000.00 1,800.00 1,500.00 1,020.00 ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 31, 2001
NO. 3712 C 30.00 750.00 22,500.00 3,375.00 2,812.50 1,912.50 APRIL 1, 1998 MARCH 31, 2001
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THE LESSOR THE LESSEE
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(Signed) (signature) (Signed) (signature) (Seal)
(Panya Siengchalern) Mr. Viratana Suntaranond)
WITNESS WITNESS
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(Signed) (signature) (Signed) (signature)
(Miss. Chanalan Chayakul) (Miss Chadaporn Pulpotong)
[Five pages of graphics (floor plans) omitted.]