EXHIBIT 10.4
TRANSLATION
Contract of Lease of Premises and Areas within Hatysi Airport
Contract No. HOR.YOR. 7/1996
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This agreement is made at The Airport Authority of Thailand on March 3Rd,
1997 between The Airport Authority of Thailand represented by Air Chief Xxxxxxxx
Xxxxxx Chandrubeksa, The Governor, hereinafter referred to as "THE LESSOR" of
the one part and J.M.T. Duty Free Co.,Ltd., a limited company incorporated and
existing under The Civil and Commercial Code, having its principal office
located at 000/00-00 Xxxxxxxxx Xxxx. Lumpini Sub-District, Pathumwan 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 the lessor agree to let the property and the lessee agree to lease
property of the lessor as office for operating of sale of duty free merchandise.
Now, Therefore, The parties hereby agree as follows:
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 of Leased Premises, Lease Period Rental, Charges and
Plan 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)
Air Chief Marshal Seal
(Xxxxxx Chandrubeksa) (Mr. Viratana Suntaranond)
WITNESS WITNESS
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(Signed) (signature) (Signed) (signature)
(Miss Chor. Jaruwan Petchpasit) (name not translated)
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.
1.3.1 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 Only) which is no including VAT.
(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 signing hereof
1.3.3 Lessee 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
1.3.4 Lessee 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.
1.3.5 Lessee 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.
1.3.6 All the payments as herein required shall be made to
Hatyai's International 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
1.3.7 If 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
1.4.1 Except 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.
1.4.2 Except 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.
1.4.3 Except 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 form Lessor.
1.4.4 Lessee 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.
1.4.5 Lessee shall, at its own expense, make available at the
leased premises f~re extinguishers which are approved by Lessor.
1.4.6 Lessee shall comply witl, 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.
1.4.7 Throughout 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
1.6.1 During 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
apainst Lessor as a result thereof.
1.6.2 Each 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.
1.7.1 Upon 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.
1.7.2 Should 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.
1.7.3 In 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
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 (~.ontract
The security given to Lessor as mentioned above shall be returned
to Lessee upon Lessee has been released from the obligations
under this (:ontract
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. 000-0000
Name and Address of the Lessee
J.M.T. Duty Free Co., Ltd.
000/00-00 Xxxxxxxxx Xxxx,
Xxxxxxxx Sub-District, Pathurnwan District,
Bangkok Metropolis
Telephone No. 000-0000-0, 000-0000-0, 000-0000-0
Fax No. 000-0000, 535-3964
Appendix A
LIST OF REMUNERATION FOR THE LEASE AND PLAN OF LEASED PREMISES Total 2 Pages
CONTRACT NO. HORYOR 7/1996 DATED MARCH 3,1997
Page 1.
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Particulars Area in square Rental Rate Rental Housing and Damage Lease Period
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of Leased Premises Meter Baht/Sq.m. Land Tax
(Sq.m.) / Month Baht/Month Baht/Month Baht /Day From Up to
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HATYAI'S AIRPORT AREAS
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NO 203 25.00 270.00 6,750.00 1,012.50 843.75 JANUARY 1, 1997 DECEMBER 31, 1999
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THE LESSOR THE LESSEE
(Signed) Air Chief Marshal (signaure) (Signed) (Signature) (Seal)
(Xxxxxx Chandrubeksa) Mr. Viratana Suntaranond)
WITNESS WITNESS
(Signed) (signature) (Signed) (signaure)
(Miss Chor Jaruwan Petchpisit) (Mrs. Manunya Xxxxxxxx)
