EXHIBIT 10.12
(TRANSLATION)
MEMORANDUM OF AGREEMENT ON AMENDMENTS
ATTACHED TO THE CONTRACT ON PERMISSION TO
ENGAGE IN BUSINESS OF SALE OF MERCHANDISE AND
SOUVENIRS AND TO LEASE PREMISES TO ENGAGE
IN BUSINESS AT THE INTERNATIONAL
PASSENGER TERMINAL OF THE BANGKOK AIRPORT
CONTRACT NO. 6-01/2536 DATED MARCH 18, 1993
AMENDMENT NO.4
THIS MEMORANDUM OF AGREEMENT is made at the Airports Authority of Thailand on
the 29th day of November 1996 between THE AIRPORTS AUTHORITY OF THAILAND by Air
Chief ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Chandrubeksa, the Governor, hereinafter referred to as
"AAT" of the one part and J.M.T GROUP CO., LTD., a limited company incorporated
under the Civil and Commercial Code, having the head office located at ▇▇▇/▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Phra Pinklao Road, Bang YeeLhan Sub-District, Bangkok
Noi District, Bangkok Metropolis by Mr. Viratana Suntaranond, the person
authorized to act 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
Or.0134470 dated October 31, 1996, hereinafter referred to as the "Supplier" of
the other part.
WHEREAS AAT has permitted the Supplier to engage in the business of sale of
merchandise and souvenirs and to lease premises to operate the said business at
the International Passenger Terminal within the Bangkok Airport, under the
Contract No. 6-01/2536 dated March 18, 1993, for a period of 5 years commencing
from April l, 1993 to March 31, 1998, and
WHEREAS AAT permits the Supplier to change the business presently operated in
the premises No. 1787 having the area of 138.50 square meters, which is located
in the International Passenger Terminal 2, the Bangkok Airport, to be a
convenient store and to partly change certain area of the operating premises.
AAT and the Supplier, therefore, agree to enter into this Memorandum of
Agreement nc follows:
Clause l. The Appendix A attached to the Contract No. 6-01/2536 dated the 18th
day of March 1993 which has been amended by the Memorandum of Agreement on
Amendments No. 3 dated October 29, 1996, shall be revoked and replaced by
Appendix A. attached hereto.
Clause 2. Clause 2.5.3 of the Contract No. 6-01/2536 dated the 18th day of March
1993 shall be revoked and replaced by the following:
"2.5.3 The Supplier is barred to sell or display the following
merchandise or souvenirs:
- Flowers, dried flowers, artificial flowers.
- Fruits, dried fruits, preserved fruits, pickled fruits, fruit
paste and can Fruits.
- All types of consumable products, i.e. fresh foods, instant
foods, dried foods, can foods, all types of beverages, spices
and seasonings, chocolate and packaged consumable products".
Clause 3. In consideration to the agreement reached between AAT and the Supplier
for the change of the area of the operating premises, the Supplier, therefore,
agrees to pay additional remuneration or reduce the amount of remuneration
payable to AAT based upon the area increased or decreased, as the case may be,
at the rate of Baht 31,754.39 (Thirty one thousand seven hundred fifty four and
39/100 Baht) per month as follows:
3.1 For the period commencing from May 23, 1996 to June 25, 1996, the
operating area was decreased by 16.50 square meters.
3.2 For the period commencing from June 26, 1996 to July 25, 1996, the
operating area was decreased by 15.00 square meters.
3.3 For the period commencing from July 26, 1996 onwards, the operating area
was decreased by 1.50 square meters.
Clause 4. Other than those stipulated in Clauses 1, 2 and 3 hereinabove, other
stipulations of the Contract No. 6-01/2536 and dated March 18, 1993, shall
remain in full force and effect.
Clause 5. This Memorandum of Agreement shall be in effect as from May 23, 1996
onwards.
This Memorandum of Agreement is made in duplicate with identical content. The
Parties have thoroughly read and understood the same, thus setting their hands
together with the seal (if any) affixed in presence of witnesses and each
keeping one copy.
AAT Supplier
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(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(▇▇▇▇▇▇ Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Krit Pakakij) (Ms. Chataporn Phlupothong)
(TRANSLATION)
LIST ATTACHED TO MEMORANDUM OF AGREEMENT ON AMENDMENTS
TO BE ATTACHED TO THE CONTRACT NO. 6-01/2536 DATED MARCH 18, 1993
Amendment No. 4
Appendix A
(Total 9 Pages)
Page 1
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Particulars Area in Rental Rate Rental Charges Housing and Lease Period
of Leased Premises Square Baht/Sq.m Land Tax
Meter /month Baht/month Baht/month Baht/month From Up to
------------------------------------------------------------------------------------------------------------------------------------
Premises within the International
Passenger Terminal
---------------------------------
- Nos. 1302, 1302 B 48.00 500.- 24,000.- 3,600.- 3,000.- May 23, 1996 March 31, 1998
- No. 3303 A 12.00 500.- 6,000.- 900.- 750.- May 23, 1996 March 31, 1998
- No. 3303 A/1 9.00 500.- 4,500.- 675.- 562.50 May 23, 1996 March 31, 1998
- No. 3303 B 36.50 500.- 18,250.- 2,737.50 2,281.25 May 23, 1996 March 31, 1998
- No. 12.00 500.- 6,000.- 900.- 750.- May 23, 1996 March 31, 1998
- No. 3304 B/1 11.00 500.- 5,500.- 825.- 687.50 May 23, 1996 March 31, 1998
- No. 3342 E 200.00 500.- 100,000.- 15,000.- 12,500.- May 23, 1996 March 31, 1998
- No. 3342 E/1 28.50 500.- 14,250.- 2,137.50 1,781.25 May 23, 1996 March 31, 1998
- No. 3342 E/2 28.50 500.- 14,250.- 2,137.50 1,781.25 May 23, 1996 March 31, 1998
- No. 3342 F 200.00 500.- 100,000.- 15,000.- 12,500.- May 23, 1996 March 31, 1998
- No. 3342 F/1 28.50 500.- 14,250.- 2,137.50 1,781.25 May 23, 1996 March 31, 1998
- No. 3342 F/2 28.50 500.- 14,250.- 2,137.50 1,781.25 May 23, 1996 March 31, 1998
- No. 0316 42.50 500.- 21,250.- 3,187.50 2,656.25 May 23, 1996 March 31, 1998
- No. 3265 S 22.00 500.- 11,000.- 1,650.- 1,375.- May 23, 1996 March 31, 1998
- No. 3265 S/1 12.50 500.- 6,250.- 937.50 781.25 May 23, 1996 March 31, 1998
- No. 3265 T 7.50 500.- 3,750.- 562.50 468.75 May 23, 1996 March 31, 1998
- No. 3265 T 1.50 750.- 1,125.- 168.75 140.62 June 26, 1996 March 31, 1998
Page 2
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Particulars Area in Rental Rate Rental Charges Housing and Lease Period
of Leased Premises Square Baht/Sq.m Land Tax
Meter /month Baht/month Baht/month Baht/month From Up to
------------------------------------------------------------------------------------------------------------------------------------
Premises within the Intemationa
Passenger Terminal, Building II
-------------------------------
- No. 2797 A 41.00 750.- 30,750.- 4,612.50 3,843.75 May 23, 1996 March 31, 1998
- No. 3770 43.50 750.- 32,625.- 4,893.75 4,078.12 May 23, 1996 March 31, 1998
- No. 3735 A 160.50 750.- 120,375.- 18,056.25 15,046.87 May 23, 1996 ▇▇▇▇▇ ▇▇, ▇▇▇▇
- ▇▇. ▇▇▇▇ X 156.00 750.- 117,000.- 17,550.- 14,625.- May 23, 1996 March 31, 1998
- No. 3757 A 12.50 750.- 9,375.- 1,406.25 1,171.87 May 23, 1996 March 31, 1998
- No. 3704 A 20.00 750.- 15,000.- 2,250.- 1,875.- May 23, 1996 July 25, 1996
- No. 1787 (CONVENIENT STORE) 138.50 750.- 103,875.- 15,581.25 12,984.37 May 30, 1996 March 31, 1998
- No. 3712 A 33.50 750.- 25,125.- 3,768.75 3,140.62 July 26, 1996 March 31, 1998
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AAT Supplier
--- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal
(▇▇▇▇▇▇ Chandrubeksa) (Mr. Viratana Suntaranond)
(Signed) Witness Witness
------- -------
(signature) (Signed) (signature)
(Mr. Krit Pakakij) (Ms. ChataDorn Phlupothong)
[Seven pages (floor plans) graphics omitted.]
