EXHIBIT 10.17
TRANSLATION
Contract to Engage in Business of Sale of Merchandise and Souvenirs at
Phuket Airport
(Duty Stamp)
Contract No. 1/1997
This contract is made at The Airport Authority of Thailand on February 10.
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 ▇▇▇/▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
Somdej 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, No. C 1 153
dated January 22, 1997, and the Power of Attorney dated (....................),
hereinafter referredto 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 Phuket 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.
Appednix 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 Sieingcharoen) (Mr. Viratans Suntaranond)
WITNESS WITNESS
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(Signed) (Signature) (Signed) (Signature)
(Miss. Chanalai Chayakul) (Miss Chadaporn Pulpothong)
Term and Conditions of Lease
Chapter 1. General provisions
Chapter 2. speical Provisions
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Chapter 1. General Provisions
1.1 Scope of Lease
Lessee agrees to lease Lessors property hereafter 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.e 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 Phuket Airport,
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 Of ficer 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 anv
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 permission 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 premises.
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 January 16, 1997 until January
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 l essor 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 Contract prior to the expiry of its term
provided a written notice thereof must be given to another Party not
less than One hundred eighty (180) 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 retD 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. ▇▇▇-▇▇▇▇
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. ▇▇▇-▇▇▇▇ -9
Fax No. ▇▇▇-▇▇▇▇
Appendix A
LIST OF REMUNERATION FOR THE LEASE AND PLAN OF LEASED PREMISES
CONTRACT 1/1997 Dated February 10,1997
Total 2 Pages
Page 1.
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No. Particulars Area in Rental Rate Rental Charge Housing and Lease Period
square ------------------------------------
of Leased Premises Meter Baht/Sq.m. Land Tax
(Sq.m.) /Month Baht/Month Baht/Month Baht/Month From Up to
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1 Area within Passenger
Departure Hall No. 207 35.00 450.00 15,750.00 2,362.65 1,968.75 February 1, 1997 January 31, 2000
2 Area within Passenger
Departure No. 230 25.00 450.00 11,250.00 1,687.50 1,406.25 February 1, 1997 January 31, 2000
3 Area within Passenger
Departure No. 233 15.00 450.00 6,750.00 1,012.50 843.75 February 1, 1997 January 31, 2000
4 Area within Passenger
Departure No. 233 A 12.00 450.00 5,400.00 810.00 675.00 February 1, 1997 January 31, 2000
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[One page of graphic (floor plan) omitted.]