UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1997
Commission File Number: 1-13205
KING POWER INTERNATIONAL GROUP CO., LTD.
(Exact name of registrant as specified in its charter)
NEVADA 75-2641513
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation organization)
26th &27th Floors, Siam Tower, 989Rama I Road,
Patumwan, Bangkok 10330 Thailand (Address
of principal executive offices)
Registrant's telephone number, including area code: 011 (662) 658-0090
Securities registered pursuant to Section 12(b) of the Act: Title of class:
Common Stock, $.001 par value per share
Name of exchange on which registered: American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.
Number of shares of Common Stock of the registrant outstanding as of February
28, 1998: 20,250,000 shares.
The aggregate market value of the voting stock held by non-affiliates of the
registrant based upon the closing price of $3.75 per share for the registrant's
common stock as reported by the American Stock Exchange as of March 20, 1998 was
approximately $29,152,938.
Transitional Small Business Disclosure Format (check one): Yes ____ No__X__
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TABLE OF CONTENTS
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Item
Number Page
- ------ ----
Part I
1. Business 3
2. Properties 9
3. Legal Proceedings 10
4. Submission of Matters to a Vote of Security Holders 10
Part II
5. Market for the Company's Common Stock and Related Stockholder Matters 10
6. Management's Discussion and Analysis of Financial Condition 11
and Results of Operations
7. Index to Financial Statements 19
8. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 19
Part III
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 20
10. Executive Compensation 24
11. Security Ownership of Certain Beneficial Owners and Management 25
12. Certain Relationships and Related Transactions 26
13. Exhibits and Reports on Form 8-K 28
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CAUTION REGARDING FORWARD-LOOKING INFORMATION
This report contains certain forward-looking statements and information relating
to the Company that are based on the beliefs that the Company or its management
as well as assumptions made by and information currently available to the
Company or its management. When used in this document , the words "anticipate",
"believe", "estimate", "expect", and "intend" and similar expressions , as they
relate to the Company or its management, are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company regarding future events and are subject to certain risks, uncertainties
and assumptions, including the risks and uncertainties noted. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described herein
as anticipated, believed, estimated, expected or intended. In each instance,
forward-looking information should be considered in light of the accompanying
meaningful cautionary statements herein.
PART I
ITEM 1 BUSINESS
General
The global duty free business is a multi-billion dollar industry in which
luxury and brand name merchandise such as perfumes and cosmetics, liquor and
tobacco and general merchandise products are sold to travelers exempt from
import duties and taxes, within certain allowances, at their respective
destinations. Since 1993, the global duty free business grew at a compounded
annual growth rate of 5.4% in terms of revenue from US$17 billion in 1993 to
US$21 billion in 1997.
The duty free industry in Asia began to develop in 1964 when Japanese
retailers began establishing duty free shops around the region. As trade among
the countries within the region increased, the Asian duty free business began to
grow further. The Asian duty free industry was given additional impetus when
trade between Asian countries and the United States and European countries began
to increase. This increase in trade resulted in the increase in tourism by
travelers from the United States and Europe. Consequently, Thailand was the
second most popular travel destination in Asia, welcoming more than 25 million
travelers into the capital of Thailand in 1997. Over the last five years the
number of visitors to Thailand has increased at a compounded average growth rate
of 7% from 19.1 million visitors in 1993 to 25 million visitors in 1997,
according to the Airport Authority of Thailand.
Thailand, like all of its neighboring countries, has been affected by the
economic deterioration that has spread over the entire Asian region in 1997. The
Asian economic crisis has caused the Thai Baht to depreciate over 70% versus the
US Dollar from July 1, 1997 when the Baht was first allowed to freely float to
the end of 1997. As a result of the financial crisis, the Thai economy declined
while the Thai duty free business grew, for example, revenues from the
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Company's duty free/tax free operations grew 128% from US$42 million in 1996 to
US$96 million in 1997. The growth in this industry was due mainly to the
increased purchasing power of the tourists and travelers coming to Thailand,
coupled with the promotional campaign known as "Amazing Thailand 1998-1999",
sponsored by the Tourism Authority of Thailand, Thailand saw an increase in the
number of visitors passing through the airports throughout the Kingdom, In
addition, the Company expanded its retail space in order to accommodate the
increase in travelers, as well as complimenting the Amazing Thailand campaign by
adding two new shops focusing on selling locally made specialty goods at
discount prices.
King Power International Group Co., Ltd. (the "Company") is the leading duty
free operator in Thailand. The Company operates and manages 15 duty free and 29
tax free stores, via two concession agreements with the Airport Authority of
Thailand (the "AAT"), throughout all of Thailand's major airports. At the end of
1997, the Company had approximately 38,566 square feet of retail space at the
Bangkok International Airport and approximately 42,843 square feet of retail
space overall, which represented growth in retail space from the end of 1996 of
174% and 179%, respectively,
Organization and Operations
The Company (formerly known as Immune America, Inc.) was incorporated under
the laws of the State of Nevada in 1985 to pursue research and development of
nutritional products to treat malfunctions of the body caused by immune
deficiencies. The Company began having financial difficulties in early 1988 and
subsequently ceased operations and liquidated its assets in the second quarter
of that year. From that time through June 12, 1997, the previous management had
kept the Company inactive. The inactive Company was classified as a development
stage company.
On June 12, 1997, The Company engaged in a step reverse merger transaction
with the shareholders of J.M.T. Group Company Limited and J.M.T. Duty Free
Company Limited, whereby 94% of the Company or an aggregate 18,800,000 shares of
restricted, unregistered common stock was exchanged for 99.94 % of the issued
and outstanding shares of J.M.T. Group Company Limited and 94.95% of the issued
and outstanding shares of J.M.T. Duty Free Company Limited. As these two
Thailand-based corporations are active operating companies, therefore, the
Company was no longer a development stage company after June 12, 1997.
The reverse merger was treated as a recapitalization of the Company.
Accordingly, the assets, liabilities and business operations of J.M.T. Group
Company Limited and J.M.T. Duty Free Company Limited are recognized at
historical cost. The consolidated historical financial statements of the
Company, J.M.T. Group Company Limited and J.M.T. Duty Free Company Limited
become the historical financial statements of the Company.
Concurrent with the reverse merger, the company changed its corporate name
from Immune America, Inc. to King Power International Group Co., Limited.
Subsequently, on September 9, 1997 JMT Duty Free changed its corporate name to
King Power Duty Free Company Limited and on
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October 10, 1997 JMT Group changed its corporate name to King Power Tax Free
Company Limited.
Since the reverse merger the Company has operated and managed both
corporations to become the leading Duty Free and Tax Free retailer in Thailand
with 44 stores and employing over 1,500 people throughout Thailand.
The Company operates two divisions in its current operations: the Tax Free
Division and the Duty Free Division.
Tax Free Division
King Power Tax Free Company Limited (the "Tax Free Division") is a Thai
corporation engaged in the selling various souvenirs and consumer products in
the international and domestic terminals of all of the major airports located
within Thailand to international and local travelers. The Tax Free Division
holds the exclusive operating license granted by the Airport Authority of
Thailand (the "AAT") for all shops of this specific nature.
At the end of 1997 the Tax Free Division operated 29 stores within
Thailand's major international and domestic airports, totalling more than 21,800
square feet of retail space. There are 19 shops located within the Bangkok
International Airport, where 11 of these 19 shops are located in the airside
departure terminals. The landside shops are established in eight different
locations in the departure and arrival halls of both terminals. The Tax Free
Division sells domestically manufactured general merchandise including Thai
silk, pewter, Benjarong porcelain, Thai dolls, jewelry, watches, pens, lighters,
leather goods and confectioneries, free of Thailand's value-added-tax.
There are ten shops located in the domestic terminal of Bangkok, Chiang Mai
and Phuket domestic and international airports, selling indigenous general
merchandise of Thailand, together with local speciality goods.
During 1997 the Tax Free Division opened four additional shops in both
airside departure terminal of Bangkok International Airport, thus providing a
wider selection of tax free merchandise to the traveling public. The new shops
increased the total retail space by almost 5,000 square feet and together with
an expansion of 1141 square feet in two existing shops in the airside departure
terminal gave the Tax Free Division more than 20,000 square feet in this
airport.
The Company is proud to be an active association in the promotional
campaign known as "Amazing Thailand" for the years 1998 and 1999. Of the four
new shops, two shops were opened in joint operations with the AAT, the Tourism
Authority of Thailand (the "TAT"), and the Department of Industrial Promotion
from the Ministry of Industry and dedicated to the "Amazing Thailand".
The Duty Free Division
King Power Duty Free Company Limited (the "Duty Free Division") is a Thai
corporation
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engaged in selling duty free merchandise to the traveling public under the
supervision of Thai Customs in duty free shops located in the international
terminals of all of Thailand's major airports. The Duty Free Division holds a
non-exclusive license from the AAT to operate all shops of this specific nature
until December 2001.
The Duty Free Division operates 15 duty free stores, with approximately
21,000 square feet of retail space, in Thailand's International Airports in
Bangkok, Chiang Mai, Phuket and Hat Yai. The Duty Free Division controls and
operates 50% of the total duty free retail space currently used in these four
airports. The Duty Free Division's merchandise mix consists of top quality
brands name liquor and tobacco products, luxury goods such as watches, perfumes,
cosmetics, fashion accessories, gourmet food and chocolates. In Thailand all
imported merchandise is subject to import duties and governmental taxes.
However, the Duty Free Division's goods are sold exclusively for departing
passengers and are free of all import duties, excise taxes and the
value-added-tax imposed by the Thai government.
The Duty Free Division started its operations on January 1, 1997.
Currently, the Duty Free Division is in the process of developing a series of
specialty stores in Bangkok International Airport. For example, Harrods of
Knightsbridge U.K will be the first of this kind of store and is scheduled to be
in operation at the Bangkok International Airport sometime in the first half of
1998. Additionally, the Company is in the process of developing specialty stores
focusing on well known fashion designers such as Ferragamo, Versace, Cartier,
Dunhill, Etro, Fendi, Bally, Lanvin, Givenchy and Celine and part of these
stores will be in operation in 1998.
Both the Duty Free Division's and the Tax Free Division's sales and their
overall performance and results are subject to the influence of external
factors, some of which are beyond the Company's control. These include the
distribution of airlines at particular terminals, the routes that are serviced
by those airlines, loading levels of airline passengers, and economic and other
conditions affecting the airlines serving Thailand in general. The Company
strategically manages those factors within its control in order to maximize its
performance and minimize the effects of those that it cannot control. The
Company believes that the devaluation of the Thai Baht, relative to the US
dollar, will encourage an increased level of tourists and travelers to come to
Thailand which should result in a significant positive effect on the Company's
business.
King Power International Group (Thailand) Co. Ltd.
King Power International Group (Thailand) Co., Ltd. is a management company
which provides a variety of management services for the Company and its
subsidiaries and for some privately owned companies located in Thailand.
Regulation
Duty Free operations are subject to the regulated supervision of the
Customs Department of
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Thailand ( "Customs"). All imported merchandise is received and stored in the
Company's bonded warehouses in Thailand where they are exempt from all import
duties, excise taxes and the value- added-tax of Thailand. Since the merchandise
is sold without duties or taxes, it must remain within the bonded warehouses
until it is requested to transfer to the resepctive Duty Free stores for sales.
The Company has a total of four bonded warehouses, located in Bangkok,
Chiang Mai, Phuket and Hat Yai, serving all of the Duty Free Division's shops
across Thailand. Transfer of any bonded merchandise must be documented and
approved by Customs before these products are transferred for sales to the
travelling public at the Company's various retail stores. Customs makes regular
checks on the inventory in both the bonded warehouses and shop premises. With
the tightly regulated control from Customs, customers are assured that all
products sold by the Company are genuine and of the highest quality.
Suppliers, Distribution and Inventory Control
The Company purchases both local and imported merchandise from more than
550 vendors worldwide. This supplier base gives the Company a choice to
selectively purchase the highest quality products and to negotiate with vendors
the lowest cost, in order for the Company to supply its customers with the best
possible value for their money. Currently the Company does not have any
long-term purchase commitments.
Through the Company's historically strong relationships with many of its
suppliers, the Company has secured exclusive agreements from numerous suppliers
to be the sole agent for the sale of their products in Thailand in the duty free
shops. Furthermore, the Company receives significant sales support from these
vendors. These supports include in-store displays, gift-with-purchase items,
sales incentives, advertisements, staff training, signages and sales personnel.
Merchandise is generally shipped directly from vendors to the Company's
bonded warehouses for the Duty Free Division and delivered to the Company's
warehouses at the airport or downtown in Bangkok for the Tax Free Division. The
Company's inventories are strictly controlled to comply with Custom's
regulations. Detailed records documenting the receipt, the transfers and sale of
all merchandise are kept by the Company to certify the authenticity and
excellence of the products sold by the Company.
The Company uses an outside shopping contractor to provide the services of
customs clearing for the imported merchandise into Thailand and directly to the
Company's bonded warehouses.
In order to control inventory levels, the Company uses automated
replenishment systems. Transfers are made to stores, in accordance with demands
identified by the respective store's managers. The Company maintains the overall
control of enough stock displays in stores and repurchasing point of inventory
level in warehouses.
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The Company's computerized inventory control system allows the Company to:
(1) identify the merchandise needs at each store, (2) promptly reorder this
merchandise from the vendors, and (3) comply with the Custom's record-keeping
requirements. Through the Company's automated system, appropriate product mixes
are maintained to maximize merchandise turnovers. The Company has rarely
experienced problems with obsolescence because most inventories turnover
frequently and slow moving products are quickly identified.
Economic Conditions and Exchange Rates
The principal customers of the Company are the traveling public utilizing
the international and domestic airports of Bangkok, Chiang Mai, Phuket and Hat
Yai. The Company's businesses closely tie up with the economic conditions of the
countries where the travelers come from. The Company has strategically
confronted the current economic turmoil of the Asia Pacific region with decisive
actions to minimize the adverse effects on its operations.
In 1997 the Tax Free Division was able in to maintain its operational
trends because most of its merchandise consists of products purchased in Thai
Baht. Additionally, the Tax Free Division has always been able to sell its
merchandise in U.S. dollars. Although the Thai Baht was floated there was a
minimal impact on this division's operations because there was very little
difference in the purchasing power of the customers.
The Duty Free Division imports all of its products from suppliers across
the world whereas the purchasing commitments are tied to either U.S. dollars or
currencies of the originating countries. The Company partially offset the impact
of the weak Thai Baht by adjusting, as often as daily, both the Company's
pricing policy and point of sale exchange rates to reflect the current exchange
rate of the Thai banks. By this policy, the Company is able to minimize the
realized and unrealized loss of exchange when purchasing activities are
denominated in foreign currencies.
Competition
The Company foresees no competition for the Tax Free Division. During 1997
the Company has been granted the exctension of the Tax Free Division's license
for the exclusive right to operate and sell gifts and general merchandise at the
Bangkok International Airport from the AAT for a further five year term
extending from 1998 to 2003.
The Company has developed strong relationships with AAT over the years and
as a result of this relationship and the contributions which the Company has
made to increase tourism to Thailand, the Company believes that the renewal and
extension of the Duty Free Division's exclusive license will be on terms
favorable to the Company.
In Thailand there are several barriers on parties wishing to enter into the
duty free business. Any new entrant company must be of Thai ownership with
provenAsian regional duty free experience,
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particularly to international passengers and Thai nationals. The new entrant
company's management must be comprised of Thai nationals and it must reach a
minimum turnover in duty free business. Additionally, the new entrant must
possess bonded warehouse facilities located in Thailand and should already be
carrying all major international brands in its portfolio of merchandise.
Expansion
The Company intends to expand the existing operation through acquisitions
and the development of additional retail space. With the expansion program for
the existing Bangkok International Airport and the projected completion of the
Second Bangkok International Airport, tentatively scheduled for 2003, the
Company believes that there will be a significant number of opportunities for
additional expansion and growth of the Company's operations in the near future.
ITEM 2 PROPERTIES
The Company's principal office is located at the 26th and 27th floors of the
Siam Tower, at 989 Rama I Road, Patumwan, Bangkok 10330 Thailand. The telephone
number is 011- (662) 658- 0090. This office which is leased from the Bangkok
Intercontinental Hotels Co., Ltd. contains 29,353 square feet of space and is
leased for three years at an annual cost of $142,992 at an average exchange rate
for 1997 of 33.8825 Thai Baht to US$1. This lease expires in October 2000.
The Company operates 44 retail stores located in the international and domestic
airports of Thailand located at Bangkok, Chiang Mai, Phuket and Hat Yai. All of
the stores are leased from the Airport Authority of Thailand (the "AAT") under
varying lease agreements for the Company's two divisions. Under these lease
agreements, the Company is subject to a monthly rental fee (exclude duty charge
and other expenses)for the actual utilized space. During the 1997 fiscal year
the Company paid a total of $1,196,067 to the AAT. The Company anticipates that
the total sum due under these lease agreements for the 1998 fiscal year will be
approximately $975,667 at the exchange rate of US$1 = 47.247 Thai Baht as of
December 31, 1997.
The Company leases five warehouses containing almost 30,000 square feet in
Bangkok, Chiang Mai, Phuket and Hat Yai from the AAT. The bonded warehouses
contain 25,300 square feet of space for the Duty Free Division and 4,700 square
feet of warehouse space for the Tax Free Division. The Company owns and occupies
6,886 square feet of warehouse space in Bangkok, Chiang Mai and Hat Yai which is
utilized by the Tax Free Division. The Company believes its facilities are
adequate for its current operations.
All payments with regard to properties are made in Thai Baht. The Company used
the average exchange rate, US$1 = 33.8825 Thai Baht to translate these expenses
into US dollars during 1997.
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ITEM 3 LEGAL PROCEEDINGS
The Company is not currently a party to any material litigation, or any
litigation which if it were decided against the Company would likely have a
result which would be materially adverse to the Company, its current or future
financial condition, or the Company's present or anticipated methods of
operation.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5 MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock trades on the American Stock Exchange under the
ticker symbol "KPG". The approximate number of holders of record of shares of
common stock, excluding the number of beneficial owners whose securities are
held in street name was 359 a February 28, 1998. The Company believes that 624
stockholders currently own and hold the stock in street name.
The following table sets out the high and low reported sales prices for the
common stock as reported by the American Stock Exchange since it was listed on
July 30, 1997:
High Low
First Quarter of 1998
(through March 20, 1998) $9.75 $1.19
Fourth Quarter of 1997 $13.38 $12.88
Third Quarter of 1997 $16.75 $12.88
The Company has never paid any cash dividends. Future earnings will be retained
for use in the Company's business. The Company does not intend to pay any cash
dividends on its common
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stock for the foreseeable future.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(1) Caution Regarding Forward-Looking Information
This annual report contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of the Company or
management as well as assumptions made by and information currently available to
the Company or management. When used in this document, the words "anticipate",
"believe", "estimate", "expect", and "intend" and similar expressions, as they
relate to the Company or its management, are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company regarding future events and are subject to certain risks, uncertainties
and assumptions, including the risks and uncertainties noted. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described herein
as anticipated, believed, estimated, expected or intended. In each instance,
forward-looking information should be considered in light of the accompanying
meaningful cautionary statements herein.
(2) Effects of the Change in Foreign Currency Exchange System
On July 2, 1997, the Thai Government announced that the Thai Baht would
thereafter be converted to a "Managed Float" system for the relationship of the
Baht to other international currencies. This change had an immediate impact on
the Company's operations and the results of its operations.
The Company's subsidiaries conduct their business with selling and purchase
prices based on Thai Baht, US Dollars, and other currencies. Sales are made both
in Thai Baht and other currencies but eventually converted into Thai Baht.
Accordingly, the Company bears foreign currency transaction risks between the
date of purchase of goods for resale and the ultimate payment of the goods in
the appropriate negotiated currency.
King Power Duty Free Company Limited (KPD) incurred an economic and financial
loss as a result of the devaluation and subsequent float of the Thai Baht on the
settlement of accounts in currencies owed other than Thai Baht. To minimize the
impact of this event, KPD has increased its retail prices three times to
compensate for the currency fluctuations of the imported merchandise purchased
in foreign currencies. Moreover, KPD intends to establish the point of sale
prices of goods in US Dollars with posted conversion table of other
international currencies, which could be updated as necessary.
King Power Tax Free Company Limited (KPT) has been selling goods at prices based
upon the US Dollar since its inception. Further, KPT deals in predominately
Thailand produced goods whereby all purchases are settled in Thai Baht.
Therefore, the devaluation of the Thai Baht had minimal effect on the settlement
of open trade payables of KPT. Accordingly, the devaluation had an opposite
economic impact on the operations of KPT whereby the Thai Baht devaluation
increased the overall profitability of this subsidiary.
King Power International Group (Thailand) Company, Limited (KPIG) was
incorporated on September 11,1997 with no activities until December 31, 1997 as
a cost center for the Company and its affiliates to provide management services
for, and to disburse mainly management charges and rental expenses among, the
various subsidiaries and affiliates of the Company. In KPIG's Statement of
Earnings for the period starting September
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11,1997 and ending December 31, 1997, this company had no income; it had
interest expenses of US$25,577 and administrative expenses of US$90,628. All
transactions were recorded in Thai Baht and were converted to US Dollars using
an average exchange rate of 33.8825 to 1..
The overall effect of the Thai Baht devaluation was an increase in the
attractiveness of Thailand as a tourist destination. This increase in tourists
had a direct impact on increasing the Company's sales in the post- devaluation
time period.
The Company's financial statements and all accompanying discussions in this
document are presented in US Dollars
In accordance with generally accepted accounting principles, the Company has
separately presented the following items in its statement of income for the year
ended December 31, 1997:
Realized gain on foreign exchange $2.4 million
Realized loss on foreign exchange $3.3 million
Unrealized gain on foreign exchange $1.4 million
Unrealized loss on Thai Baht devaluation $1.6 million
Unrealized loss on foreign exchange $3.3 million
Unrealized gain on foreign exchange of $1.39 million was due to a US Dollar
denominated management contract in the amount of $2.17 million between KPT and a
related company, Downtown D.F.S. (Thailand) Co., Ltd. The contract was executed
on January 1,1997 when the exchange rate for the Thai Baht to the US Dollar was
25.56 to 1. By December 31, 1997 that exchange rate had increased to 47.247 to
1, thus leaving a gain on the exchange rate of 21.687 Thai Baht per US Dollar.
However, when converting unrealized gain on foreign exchange from Thai Baht to
US Dollar, the average exchange rate of 33.8825 was used, resulting in $1.39
million, the figure which appears in the Company's income statement.
The calculation of unrealized foreign exchange losses of $1.63 million and $3.31
million are shown in charts labelled A and B, respectively.
CHART A
The calculation of unrealized loss on foreign exchange due to the Thai Baht
devaluation of US$1,625,558 was calculated on a one-time basis at July 2,1997,
when the Thai government announced the "Managed Float" system to be used on Thai
Baht against other international currencies. This resulted in an immediate
unrealized loss on foreign exchange on financial obligations in international
currencies as shown below:
CALCULATION OF THE UNREALIZED LOSS ON THE THAI BAHT DEVALUATION
Accounts Payable in Foreign Currency at June 30, 1997
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CURRENCY AMOUNT EXCHANGE RATE TOTAL BAHT EXCHANGE RATE TOTAL BAHT
6/30/97 7/02/97
AUSTRALIAN 163,740.00 19.34 3,166,731.60 22.1099 3,620,275.03
DOLLAR
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SWISS FRANC 1,024,436,47 17.83 18,265,702.26 20.0238 20,513,110.99
GERMAN 435,903.82 14.88125 6,486,793.72 16.8435 7,342,145.99
DEUTSCHMARK
FRENCH FRANC 2,997,354.82 4.43 13,278,281.85 4.9756 14,913,638.64
BRITISH 61,017.50 43.075 2,628,328.81 48.4575 2,956,755.51
STERLING
HONG KONG 28,669,997.33 3.34375 95,865,303.57 3.7813 108,409,860.90
DOLLAR
ITALIAN LIRE 18,708,500.00 0.0155 289,981.75 0.0174 325,527.90
US DOLLAR 7,826,397.98 25.84 202,234,123.80 28.9 226,182,901.62
JAPANESE YEN 618,590.00 0.226575 140,157.03 0.256204 158,485.23
SINGAPORE 58,464.80 18.21125 1,064,717.09 20.5398 1,200,855.30
DOLLAR
TOTAL 343,420,121.49 385,623,557.11
BALANCE PER GENERAL LEDGER 343,420,121.49
EXCHANGE LOSS FROM BAHT DEVALUATION ON ACCOUNTS PAYABLE IN FOREIGN CURRENCY 42,203,435.62
Trust Receipts in Foreign Currency at June 30, 1997
CURRENCY AMOUNT EXCHANGE RATE TOTAL BAHT EXCHANGE RATE TOTAL BAHT
6/30/97 7/02/97
BRITISH 240,990.78 43.075 10,380,677.85 48.4575 11,677,810.72
STERLING
US DOLLAR 2,560,381.06 25.84 66,160,246.59 28.9 73,995,012.63
SINGAPORE 769,688.80 18.21125 14,016,995.16 20.5398 15,809,254.01
DOLLAR
HONG KONG 2,616,192.00 3.34375 8,747,892.00 3.7813 9,892,606.81
DOLLAR
AUSTRIAN 321,244.00 2.13 684,249.72 2.3888 767,387.67
SHILLING
GERMAN 111,856.20 14.88125 1,664,560.08 16.8435 1,884,049.90
DEUTSCHMARK
JAPANESE YEN 2,490,470.00 0.226575 564,278.24 0.2562 638,058.41
FRENCH FRANC 786,754.84 4.43 3,485,323.94 4.9756 3,914,577.38
TOTAL 105,704,223.58 118,578.757.55
BALANCE PER GENERAL LEDGER 105,704,223.58
EXCHANGE LOSS FROM BAHT DEVALUATION ON TRUST RECEIPTS IN FOREIGN CURRENCY 12,874,533.97
ADD:
EXCHANGE LOSS FROM BAHT DEVALUATION ON ACCOUNTS PAYABLE IN FOREIGN CURRENCY 42,203,435.62
TOTAL EXCHANGE LOSS FROM BAHT DEVALUATION AS OF JULY 2, 1997 55,077,969.59
CONVERSION TO US DOLLARS AT 33.8825 BAHT = ONE DOLLAR US$1,625,558.
</TABLE>
13
<PAGE>
CHART B
The calculation of unrealized loss on foreign exchange of US$3,313,213 was
calculated on accumulated basis with quarterly adjustments on financial
obligations in international currencies, unrealized gain on exchange on accounts
receivable in foreign currencies, and cash on hand in foreign currencies as
shown below:
CALCULATION OF UNREALIZED LOSS ON FOREIGN EXCHANGE AT 12/31/97
Accounts Payable in Foreign Currency at December 31, 1997
<TABLE>
<S> <C> <C>
CURRENCY AMOUNT EXCHANGE RATE AT TOTAL BAHT
12/31/97
AUSTRIAN SHILLING 210,229.64 3.8126 801,521.53
SWISS FRANC 491,262.45 32.8197 18,123,086.23
GERMAN 123,496.23 26.6223
FRENCH FRANC 767,301.92 7.9839 6,126,061.80
HONG KONG DOLLAR 2,233,307.85 6.1501 13,735,066.61
ITALIAN LIRE 18,708,500.00 0.0275 514,483.75
SINGAPORE DOLLAR 181,977.60 28.5054 5,187,344.28
US DOLLAR 5,392,235.36 47.556 256,433.144.78
TOTAL 302,208,462.66
BALANCE PER GENERAL LEDGER 288,920,521.02
EXCHANGE LOSS ON ACCOUNTS PAYABLE IN FOREIGN CURRENCY 13,287,941.64
Trust Receipts in Foreign Currency at December 31, 1997
CURRENCY AMOUNT EXCHANGE RATE 12/31/97 TOTAL BAHT
GERMAN 57,761.20 26.6223 1,537,735.99
DEUTSCHMARK
FRENCH FRANC 2,756,969.44 7.9839 22,011,368.31
BRITISH STERLING 10,400,00 79.0259 821,869.36
HONG KONG DOLLAR 902,656.00 6.1501 5,551,424.67
ITALIAN LIRE 561,194,465,45 0.0275 15,432,847.80
US DOLLAR 1,828,462.20 47.556 86,954,348.38
SINGAPORE DOLLAR 497,986.80 28.5054 14,195,312.93
14
<PAGE>
JAPANESE YEN 5,477,907.47 0.3665 2,007,653.09
TOTAL 148,512,560.53
BALANCE PER GENERAL LEDGER 110,446,114.46
Exchange loss from trust receipts in foreign currency 38,066,446.07
ADD: Exchange loss on accounts payable in foreign currency 13,287,941.63
LESS: Exchange gain on accounts receivable in foreign currency (59,590)
LESS: Exchange gain on cash on hand in foreign currency (1,694,208)
TOTAL EXCHANGE LOSS AS OF 12/31/97 49,600,589.82
ADD: Exchange loss as of 9/30/97 117,737,328.98
LESS: Exchange loss from Baht Devaluation as of July 2, 1997 (55,077,970)
NET UNREALIZED EXCHANGE LOSS AS OF 12/31/97 112,259,949.21
CONVERSION TO US DOLLARS AT 33.8825 THAI BAHT = ONE DOLLAR US$3,313,213
</TABLE>
(3) Results of Operations, comparing fiscal years ended December 31, 1997 and
1996
KPD began retail operations in 1997 and the revenue of this subsidiary is a
direct result of the increase in tourists to Thailand as a result of the Thai
Baht devaluation. Further growth was experienced in general merchandise sales at
the KPT stores in the Thailand airports due to an increase in tourism traffic.
Management anticipates that Thailand will continue to be an attractive tourist
destination during future periods and will expand as a focal point for air
travel throughout Asia.
Sales revenue for 1997 was approximately $96 million as compared to
approximately $42 million for 1996. This increase is directly attributable to
the factors previously discussed. Additionally, as a result of the Thai Baht
devaluation, KPD has changed its retail prices three times or approximately 54%,
after the July 2, 1997 Baht devaluation, in order to reduce the unrealized loss
of merchandising costs. Further, commencing in the last half of 1997, the Thai
Government began the "Amazing Thailand" marketing campaign for the 1998- 1999
time period to coincide with various events occurring in Thailand or other
countries located near Thailand. This marketing campaign is international in
scope and directly targeted to attract additional new and repeat visitors to
Thailand. The Company expects that this promotional campaign will directly
impact the Company's operations in a positive manner during and subsequent to
this time period.
Cost of sales for the years ended December 31, 1997 and 1996 were approximately
$38.5 million and $14.5 million, respectively. The factors for this increase
relate to the expansion of the KPD subsidiary and a larger number of customers
at the KPT stores for consumer goods. In addition, KPT's concession agreement to
maintain its locations within the Thai airports requires payments based upon
fixed amount. In the time period from the year ended December 31, 1996 to the
year ended December 31, 1997, the Company's concession fee as a percentage to
sales revenue dropped from approximately 47.84% in 1996 to approximately 35.77%
in 1997.
Direct selling expenses, excluding depreciation and others, also reflect the
commencement of KPD's business and the increase in traffic at KPT's stores.
These expenses were approximately $4.8 million for 1996 and approximately $8.7
million in 1997. In terms of percentage of sales, 1996 expenses were
approximately 11.5% of sales and 1997 expenses were approximately 9.1% of sales.
The improvement of these expenses as a percentage of sales is attributable to
the effectiveness and efficiency of the Company's sales force through
improvements in training and management supervision.
15
<PAGE>
Administrative expenses for the years ended December 31, 1997 and 1996 were
approximately $3.8 million and $0.9 million, respectively. As a percentage of
total sales, these expenses were approximately 4.0% and 2.2%, respectively.
Administrative expenses have grown due to the growth in the Company's business.
Management has designated these expenses for constant monitoring in order to
control their levels in relation to the Company's size, sales volume and
operational necessity.
Net income for the year ended December 31, 1997 was approximately $7.9 million,
or $0.40 per share (basic), and approximately $1.6 million, or $0.09 per share
(basic), for the year ended December 31, 1996. However, included as a component
of net income is the cumulative effect of both realized and unrealized gains and
losses from foreign exchange caused charges to operations of approximately $4.4
million or approximately $0.22 per share (basic) for the year ended December 31,
1997.
The ratio of inventory divided by revenue for the years ended December 31, 1997
and 1996 was approximately 13.7% and 16.1%, respectively. This reduction is due
to the significant increase in sales volume during 1997 which exceeded the
inventory level as projected.
(4) Liquidity and Capital Resources
As of December 31, 1997 and 1996, the Company had negative working capital of
approximately $(0.6 million) and $(7.35 million), respectively. The principal
cause of this shortage was due to the extensive use of short-term bank debt to
finance the increase in inventory and capital expenditures of both KPD and KPT
during 1996 and 1997 with the principal use of these resources being inventory
acquisition. Management anticipates improvement in this area as sales continue
to grow and operations mature and stabilize. Furthermore, the Company is
negotiating with its suppliers for more favorable credit terms and with its
financial institutions to convert short-term debt to longer term instruments
concurrent with the expansion of the Company's operations. The Company achieved
positive cash flows from operations of approximately $4.4 million during the
year ended December 31, 1997 as compared to consuming approximately $(2.1
million) in operations during the year ended December 31, 1996. The Company
anticipates that the current positive trend will continue and these funds will
be available to allow for expanded inventory levels, as needed, and to reduce
the borrowings incurred for initial expansion in prior years.
The Company has identified specific needs for capital expenditures related to
(1) its existing airport stores; (2) facilitate potential acquisition of various
management contracts for similar operations in Thailand and other countries
within the Asian market, which remain under negotiation and discussion at this
time; and (3) facilitate either acquisition of or management contracts with
related parties controlling similar general merchandise and duty free operations
within Thailand and other Asian countries. To fulfill these anticipated capital
requirements, the Company is currently interviewing various investment banking
and financial institutions to facilitate a sale of the Company's securities or
to arrange for the extension of additional credit facilities. There is no
assurance that such plans can be successful or achieved at rates, in amounts, or
on terms that will be favorable to the Company.
(5) Monetary Assets and Liabilities Denominated in Thai Baht
As of December 31, 1997 the amount of monetary assets and liabilities which are
denominated in Thai Baht are as follows:
16
<PAGE>
TYPE OF MONETARY ASSET US DOLLARS
Cash and equivalents 1,018,285
Accounts Receivable
Trade 404,598
Related Parties 957,061
Refundable value-added-tax 963,528
Directors 1,322,782
Inventories 13,140,356
Other current assets 2,031,855
Restricted deposit 6,465,680
Other non-current assets 4,315,060
TYPE OF MONETARY LIABILITY
Bank overdraft 958,635
Bank loan 1,693,229
Notes payable 423,307
Current portion of installment purchase payable 22,930
Current portion of long-term loan 5,719
Accounts Payable
Unrelated parties 4,469,640
Related parties 590,858
Other accrued liabilities
Concession fees 6,216,070
Other 948,076
Installment purchase payable-net 24,540
Long-term loan-net 202,946
(6) Results of Operations, comparing fiscal years ended December 31, 1996 and
1995.
Sales revenue for 1996 was approximately $42 million as compared to
approximately $26 million for 1995. This increase is attributable to the
exemption of the Thai 7% value-added-tax, which had been waived by the
government in order to promote tourism and increase spending on local
merchandise in 1996, as well as the Company's expansion in the shops area in the
Bangkok domestic airport and in the first phase of Terminal 2, a newly
constructed area which is part of the expansion of the Bangkok International
Airport.
Cost of sales for the years ended December 31, 1996 and 1995 were approximately
$14.5 million and $10.7 million, respectively. This increase is directly related
to the increased volume of sales of inventory. Further, KPT's concession
agreement with the AAT requires payments based upon fixed amount and a
concession fee on Terminal 2 that is significantly less than the original
concession fee charged on Terminal 1. The Company's concession fee as a
percentage of sales revenue dropped from 58.91% in 1995 to 47.84% in 1996.
17
<PAGE>
Direct selling expenses, excluding depreciation and others, increased as a
result of the significant expansion in the area occupied by the Company's
stores. These expenses were approximately $2.7 million for 1995 and
approximately $4.8 million for 1996. In terms of percentage of sales, 1995
expenses were approximately 10.3% of sales and 1996 expenses were approximately
11.5% of sales. This increase in the percentage of sales is attributable to the
under utilization of the rented space while the stores were being constructed.
Administrative expenses for the years ended December 31, 1996 and 1995 were
approximately $0.9 million and $0.2 million, respectively. As a percentage of
sales, these expenses were approximately 2.2% and 0.9%, respectively.
Administrative expenses have increased due to the growth in the Company's
business. Management has designated these expenses for constant monitoring in
order to control their levels in relation to the Company's size, sales volume
and operational necessity.
Net income for the year ended December 31, 1996 was approximately $1.6 million,
or $0.09 per share (basic), contrasted to a loss of approximately ($2.6
million), or a loss of ($0.86) per share (basic), for the year ended December
31, 1995. This turnaround resulted directly from the significant increase in
sales revenue achieved by the Company.
(7) Year 2000 Concerns
The Company's existing computer system does not support beyond the year 2000.
Due to the expansion of business and the need to operate more efficiently,
management has decided to change the computer system to fully support the
integration of all systems and all subsidiaries in order to generate centralized
management reports and more effectively control all aspects of the business.
This system is scheduled to be implemented in January 1999. The cost of this
change is not expected to be material.
(8) New Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") has recently issued Statements
of Financial Accounting Standards ("SFASs") that may affect the Company's
financial statements as follows:
In June 1997, the FASB issued SFAS No. 130," Reporting Comprehensive Income"
("SFAS 130"), which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements.
Also, in June 1997, FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" which supersedes SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131 establishes
standards for the way that public companies report information about operating
segments in annual financial statements and requires reporting of selected
information about operating segments in interim financial statements issued to
the public. It also establishes standards for disclosure
18
<PAGE>
regarding products and services, geographic areas and major customers. SFAS No.
131 defines operating segments as components of a company about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance.
SFAS Nos. 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated. Because of the recent issuance of these standards,
management has been unable to fully evaluate the impact, if any, that these
standards may have on future financial statement disclosures. Results of
operations and financial position, however, will be unaffected by the
implementation of these standards.
In February 1998, the FASB issued SFAS No. 132, "Employer's Disclosures about
Pensions and Other Postretirement Benefits" which standardizes the disclosure
requirements for pensions and other postretirement benefits and requires
additional information on changes in the benefit obligations and fair values of
plan assets that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires comparative information
for earlier years to be restated, unless such information is not readily
available. Management believes the adoption of this statement will have no
material impact on the Company's financial statements.
ITEM 7 INDEX TO FINANCIAL STATEMENTS
Consolidated Financial Statements of the Company (Audited)
F-1 Independent Auditors' Report
F-2 Balance Sheets as of December 31, 1997 and 1996
F-4 Statements of Income for the Years Ended December 31, 1997 and 1996
F-5 Statements of Cash Flows for the Years Ended December 31, 1997 and
1996
F-7 Statements of Changes Shareholders's Equity for the Years Ended
December 31, 1997 and 1996
F-8 Notes to Financial Statements
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
The accounting firm of Cheshier and Fuller, LLP, the independent
accountants for the Company, was dismissed effective December 12, 1997 as
directed by a vote of the Company's Board of Directors. During the fiscal years
ended December 31, 1995 and 1996, and the interim period subsequent to December
31, 1996, there have been no disagreements with Cheshier and Fuller, LLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure or any reportable events. Cheshier and Fuller, LLP's
report on the financial statements for the fiscal year ended December 31, 1996
contained no adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
The Company engaged the accounting firm of BDO Binder (Thailand), Ltd. as
independent accountants for the Company effective as of December 12, 1997. The
engagement of BDO Binder (Thailand), Ltd. was approved by the Company's Board of
Directors. During the fiscal years ended December 31, 1995 and 1996, and the
interim period subsequent to December 31, 1996, there have been no consultations
with BDO Binder (Thailand), Ltd. on any matters of accounting principles with
respect to a specific transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company's financial statements.
19
<PAGE>
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Name Age Position
- ---- --- ---------
Vichai Raksriaksorn 40 Group Chairman, Chief Executive
Officer and Director
Viratana Suntaranond 57 Group Executive Director, Chief Financial
Officer, Secretary and Director
Antares Cheng 41 Group Managing Director and Director
Aimon Boonkhundha 41 Deputy Group Managing Director and Director
Dharmnoon Prachuabmob 64 Director
Suwan Panyapas 54 Director
Benjamin B. Fattedad 55 Group Director of Development and Director
Each of these persons is also a director of King Power Duty Free Company Limited
and King Power Tax Free Company Limited.
Set forth below is a description of the backgrounds of the executive officers
and directors of the Company.
<TABLE>
<S> <C> <C> <C> <C>
Vichai Raksriaksorn
- -------------------
1997-Present Group Chairman, Chief Executive Officer and Director of KingPower International Group Co., Ltd.
Managing Director of King Power Duty Free Co., Ltd.
Chairman of King Power Development Co., Ltd.
Thai National Dressage Team Manager
Privilege Committee of Thailand Equestrian Federation
1995-Present Chairman of King Power Duty Free (Macau) Co., Ltd.
Chairman of King Power Duty Free (C.B.O.) Limited, Hong Kong
1994-Present Managing Director of Top (China) Group Co., Ltd.
Chairman of King Power International Co., Ltd.
Managing Director of Forty Seven Co., Ltd.
Chairman of Beijing Great Wall (Top) Tourist Services Co., Ltd.
Chairman of V&A Holdings Co., Ltd.
Chairman of Hong Kong Kai Tak International Airport Duty Free Shop Co., Ltd.
1993-Present Chairman of King Power Tax Free Co., Ltd.
Chairman of Capitalux Co., Ltd.
1992-Present Chairman of Lengle (Thailand) Co., Ltd.
1991-Present Chairman of TAT (Phnompenh) Duty Free Co., Ltd.
1989-Present Managing Director of Downtown D.F.S. (Thailand) Co., Ltd.
1989-1991 Managing Director of Europa Prince Downtown Shop, Hong Kong
1989-1990 General Manager/ Duty Free Division of Tourism Authority of Thailand
1984-Present Director of Thai Nishigawa International Co., Ltd.
20
<PAGE>
1980-Present Managing Director of Sriaksorn (1980) Co., Ltd.
Viratana Suntaranond
- -------------------
1997-Present Group Executive Director, Chief Financial Officer, Secretary and Director of King Power
International Group Co., Ltd.
Executive Director and Managing Director of King Power Duty Free Co., Ltd.
1994-Present Director of Big Hand Co., Ltd.
1993-Present Managing Director of King Power Tax Free Co., Ltd.
1992-Present President of U.M.P. Commercial Co., Ltd.
1989-1990 Managing Director of Airport Duty Free Co., Ltd., Bangkok, Chieng Mai, Phuket, Hat Yai
International Airport
1987-1990 Managing Director of D&TFS Co., Ltd. (Bangkok International Airport General Merchandise &
Gifts)
Managing Director of Ratana Phan Co., Ltd. (Bangkok International & Domestic Airport Car Park
Business)
1985-Present President of Niji (Thailand) Co., Ltd., (manufacturer of writing instruments)
1984-Present Managing Director of Thai-Tai International Trading Co., Ltd.
1984-1986 Owner & Director of Ratana Pat Company (Bangkok International Airport Merchandise & Gifts)
1973-1983 Owner & Director of P.C. Thai Silk Shop and V.R. Shop (Bangkok International & Domestic Airport
General Merchandise & Gifts)
1968-1972 Brand Manager (Marketing) of Kimberly-Clark and A. Wander Product, Diethelm Co., Ltd.
Antares Cheng
- -------------
1997-Present Group Managing Director and Director of King Power International
Group Co., Ltd.
1995-Present Managing Director of Hong Kong Kai Tak International Airport
Duty Free Shop Co., Ltd.
General Manager of King Power Duty Free (Macau) Co., Ltd.
1994-Present Director of China Ferry Terminal GM Shop
1993-Present Managing Director of Top Group (Thailand) Co., Ltd.
1992-Present Managing Director of King Power Group
Deputy Managing Director of Downtown DFS (Thailand) Co., Ltd.
1990-Present Director of TAT Phnom Penh Duty Free Co., Ltd., Cambodia
Shareholder, Director and General Manager of Europa Prince
Department Store
1989-Present Managing Director of Railway Duty Free, Hong Kong
1989-1990 Director of Europa Prince Department Store, Hong Kong
1987-1988 Deputy General Manager in the Hong Kong Airport Duty Free Shop.
1986-Present Managing Director of Group Central Buying Office
1979-1989 Overall in charge of China Duty Free Shops
1978-1982 Manager in charge of a Tourist Department Store in Merchandising Department.
1976-1978 Manager of an International Professional Firm of Accountants.
Aimon Boonkhundha
- -----------------
1997-Present Deputy Group Managing Director and Director of King Power International Group Co., Ltd.
1996-Present Executive Director of King Power Duty Free Co., Ltd.
1994-Present Executive Director of Beijing Great Wall (Top Tourist Service Co., Ltd.)
1993-Present Director of King Power Tax Free Co., Ltd.
21
<PAGE>
Executive Director of TAT Phnom Penh Co., Ltd.
1989-1990 Managing Director of Tourism Authority of Thailand (TAT) Duty
Free Co., Ltd.
1989-Present Managing Director of Thai Nishigawa International Co., Ltd.
1983-1989 Director of Thai Nishikawa International Co., Ltd.
Suwan Panyapas
- --------------
1997-Present Director of King Power International Group Co., Ltd.
1996-Present Senator of Thai National Assembly
1991-Present Advisor to TAT Duty Free Co., Ltd.
1989-Present Advisor & Shareholder of Downtown DFS (Thailand) Co., Ltd.
1989-1991 Managing Director of TAT Duty Free Co., Ltd.
1988-1989 General Manager of TAT Duty Free Co., Ltd.
1986 Senior Chief Judge of Thonburi Civil Court.
Acting in the position of Court of Appeal Judge.
Assistant to Court of Appeal Judge.
1983 Secretary to Court of Appeal.
1981 Chief Judge of Udon Thanee District Court.
1980 Acting in the position of Civil Court Judge.
1978 Chief Judge attached to the Ministry of Justice.
Acting in the position of Chief Judge of Pathumthanee Court.
Acting in the position of Secretary to Supreme Court Judge.
Acting in the position of Juvenile Court Judge.
1976 Provincial Judge of Pathumthanee Court.
1972 Provincial Judge of Ubon Rachathanee Court.
Special Positions held include:
o Member of Committee Training Successful Candidates appointed to Juvenile Court.
o Member of Sub-Committee on the Development of Judicial and Ministerial System.
o Member of Committee/Secretary on Selection Test for Judicial Officer for a position of Judge Trainee in 1983-
1984.
o Committee Member for organizing events on legal matters, Public Relations Division and Ministry of Justice.
Dharmnoon Prachuabmoh
- ---------------------
1987-Present Director of King Power International Group Co., Ltd.
Life Member, Pacific Asia Travel Association (PATA)
1995-1996 Member of Thai Parliament, House of Representatives
Advisor to Deputy Minister, Ministry of Communications and Transport
Vice Chairman, Tourism Committee
1988-1995 President of Thailand Incentive and Convention Association (TICA)
1988-1989 President of Pacific Asia Travel Association
1987-1988 Member of National Legislative Council
President of East Asia Travel Association (EATA)
Vice President of Pacific Asia Travel Association
Secretary of Ad hoc Committee on Tourism and Sports
1986-1994 Governor of the Tourism Authority of Thailand (TAT)
1986-1991 Senator of Thai National Assembly
Secretary of Ad hoc Committee on Tourism Promotion of the Senate
Member of Committee on Education and Culture
1986-1988 Board of Directors of Pacific Asia Travel Association
1985-1986 Chairman of International Congress and Convention Association
22
<PAGE>
(ICCA-Thailand National Committee)
1983-1985 Chairman of International Congress and Convention Association
(ICCA-Asia Pacific Chapter)
1979-1986 Deputy Governor Tourism Authority of Thailand (TAT)
1974-1976 Deputy Director General, Tourism Organization of Thailand (TOT)
Benjamin B. Fattedad
- ---------------------
1997-Present Group Director of Development and Director of King Power International Group Co., Ltd.
Director of Hong Kong Kai Tak International Airport Duty Free Shop Co., Ltd.
Director of King Power Alpha Limited
1995-1997 Advisor of Hong Kong Kai Tak International Airport Duty Free Shop Co., Ltd.
1993-Present Advisor of Top (China) Group Co., Ltd.
1990-Present Director of Grosse Hong Kong Ltd.
1989-1990 Shareholder of Europa Prince Department Store, Hong Kong
1989-1995 Consultant of TAT Duty Free Co., Ltd., Thailand
Managing Director of Deveg Ltd.
1980-1994 Consultant, Singapore Crocodilarium & Tourist oriented department Store, Singapore
1972-1994 Consultant of Kaiyo Reptile Pte, Ltd., Singapore
1967-1989 Director of Deveg Ltd.
1962-Present Director, Reliance Trading Co., Ltd.
</TABLE>
All directors of the Company hold office until the next annual meeting of
stockholders or until their successors have been elected and qualified. Vichai
Raksriaksorn and Aimon Boonkhundha are husband and wife. None of the other
directors or executive officers are related. Executive officers are elected by
the Company's Board of Directors to hold office until their respective
successors are elected and qualified.
The Company's bylaws provide that directors may be paid their expenses, if any.
Directors are not paid an annual retainer and in 1997 were paid $6,800 each to
attend meetings of the Board of Directors or of its committees. All directors
attended 100% of the Board meetings held in 1997.
Committees of the Board of Directors
The Board of Directors has two committees: the Audit Committee and Compensation
Committee. The Audit Committee is composed of Vichai Raksriaksorn, Suwan
Panyapas and Dharmnoon Prachuabmob and Mr. Raksriaksorn is Chairman. The Audit
Committee is responsible for recommending the annual appointment of the
Company's auditors, with whom the Audit Committee will review the scope of audit
and non-audit assignments and related fees, accounting principals used by the
Company in financial reporting, internal auditing procedures and the adequacy of
the Company's internal control procedures. The Compensation Committee is
composed of Vichai Raksriaksorn, Viratana Suntaranond, and Antares Cheng and Mr.
Raksriaksorn is Chairman. The Compensation Committee is responsible for
reviewing and making recommendations to the Board of Directors concerning all
forms of compensation paid to the Company's executive officers.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Based solely on the review of Forms 3,4 and 5 and amendments thereto provided to
the Company pursuant to Rule 16a- 3(e), no individuals have failed to file on a
timely basis the reports required to be filed under that rule or as required by
Section 16(a) of the 1934 Act during the period from the date that the Company's
Common Stock was registered under
23
<PAGE>
Section 12 of the Securities Exchange Act of 1934, as amended, to December 31,
1997 except that the following individuals failed to file a Form 3 report with
the Securities and Exchange Commission until March 19, 1998: Vichai
Raksriaksorn, Viratana Suntaranond, Aimon Boonkhundha, Antares Cheng, Benjamin
B. Fattedad, Suwan Panyapas, and Dharmnoon Prachuabmoh.
ITEM 10 EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth certain information about
the cash and non-cash compensation paid by the Company to its four most highly
compensated Executive Officers for the fiscal years ended December 31, 1995,
1996 and 1997. None of the Company's other executive officers and directors
received cash or non-cash compensation in excess of $100,000 for any of these
fiscal years.
Summary Compensation Table
<TABLE>
Annual Compensation Long Term Compensation
<S> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Year Salary Bonus Other Restricted Option/ LTIP All Other
& Title Annual Stock SARs(#) Payouts Compensat
Compensation Awards ion
Vichai 1997 480,000 - 6,800 - - - -
Raksriaksorn 1996 220,000 - - - - - -
Group Chairman 1995 220,000 - - - - - -
& CEO
Viratana 1997 250,000 - 6,800 - - - -
Suntaranond 1996 120,000 - - - - - -
Executive 1995 120,000 - - - - - -
Director & CFO
Antares Cheng 1997 200,000 - 6,800 - - - -
Group 1996 100,000 - - - - - -
Managing 1995 100,000 - - - - - -
Director
Aimon 1997 140,000 - 6,800 - - - -
Boonkhundha 1996 - - - - - - -
Deputy Group 1995 - - - - - - -
Managing
Director
</TABLE>
The Company has no employment contracts with any of its executive officers or
directors.
24
<PAGE>
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 15, 1998 with
regard to the beneficial ownership of Common Stock (i) by each person known to
the Company to be a beneficial owner of 5% or more of its outstanding Common
Stock, (ii) by the officers, directors and key employees of the Company
individually and (iii) by the officers and director as a group.
<TABLE>
<S> <C>
(1) (2) (3)
Name and Address Number of Shares Beneficially Owned Percent
Vichai Raksriaksorn (1) 5,248,000 (1) 25.92%
Viratana Suntaranond (2) 3,000,000 (2) 14.81%
Aimon Boonkhandha (3) 3,000,000 (3) 14.81%
Antares Cheng 100,000 *
Benjamin B. Fattedad 90,000 *
Suwan Panyapas -0- *
Dharmnoon Prechuabmoh -0- *
Niphon Raksriaksorn (4) 1,037,883 (4) 5.13%
TOTAL: 8 persons 12,475,883 (1)(2)(3)(4) 61.61%
</TABLE>
* less than 1 %
(1) This excludes 3,000,000 shares owned by his wife, Aimon Boonkhundha, as her
separate property. Mr. Raksriaksorn disclaims all beneficial interest in those
shares, as well as any right to vote or control the disposition of those shares.
(2) This excludes 1,000,000 shares owned by his wife, Umaratana Suntaranond, as
her separate property, as well as 150,000 shares in the aggregate owned by his
three children. Mr. Suntaranond disclaims all beneficial interest in those
shares, as well as any right to vote or control the disposition of those shares.
(3) This excludes 5,248,000 shares owned by her husband, Vichai Raksriaksorn, as
his separate property, as well as 5,000 shares owned by her mother, Auemporn
Boonkhant. Ms. Boonkhundha disclaims all beneficial interest in those shares, as
well as any right to vote or control the disposition of those shares.
(4) This excludes 5,248,000 shares owned by his uncle, Vichai Raksriaksorn. Mr.
Niphon Raksriaksorn disclaims all beneficial interest in those shares, as well
as any right to vote or control the disposition of those shares.
25
<PAGE>
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following companies, which are owned or controlled by one or more of the
directors of the Company, had transactions with the Company during the 1997
fiscal year and are likely to have similar transactions with the Company in the
future. The related amounts are disclosed in Note 7 "Related Party Transactions"
in Notes to Consolidated Financial Statements. All transactions were on terms
and conditions and at prices substantially similar to those which these
companies would have negotiated with unrelated third parties for the same goods
and services.
Thai Nishigawa International Co., Ltd.
Mr. Vichai Raksriaksorn and Ms. Aimon Boonhkundha are Director and Managing
Director, respectively, and owners of this company, which sells local and
imported merchandise of various categories, such as costume jewelry and leather
goods, to King Power Tax Free Co., Ltd.
Lengle (Thailand) Co., Ltd.
Mr. Vichai Raksriaksorn is the Chairman and Mr. Suwan Panyapas is a Director of
this company. Along with Mr. Viratana Suntaranond, Mr. Antares Cheng and Ms.
Aimon Boonhkundha, they are stockholders of this company which acts as a Central
Buying Office of local merchandise which is sold to King Power Tax Free Co.,
Ltd.
Thai Sky Travel & Intertrade Co., Ltd.
Messrs. Vichai Raksriaksorn, Viratana Suntaranond, Antares Cheng and Dharmnoon
Prachuabmoh are the directors and owners of this company which sells most of the
travel services which are used by the Company's management.
King Power Duty Free (C.B.O.) Limited, Hong Kong
Mr. Vichai Raksriaksorn is the Chairman and Mr. Antares Cheng is the Managing
Director and they are owners of this company which sells a substantial amount of
imported merchandise to the Company.
Niji (Thailand) Co., Ltd.
Mr. Viratana Suntaranond is the President and owner of this company which sells
all of the
shopping bags utilized by the Company.
26
<PAGE>
Forty Seven Co., Ltd.
Messrs. Viratana Suntaranond and Dkarmnoon Prachuabmoh are Directors, Mr. Vichai
Raksriaksorn is the Managing Director, and all are shareholders of this company
This company is engaged in the construction of buildings, commercial buildings,
residential buildings, offices, roads, bridges, dams, tunnels, and all other
types of construction, including civil work.
Top China Group Co.,Ltd.
Messrs, Viratana Suntaranond and Antares Cheng are Directors, Mr. Vichai
Raksriaksorn is the Managing Director, and all are shareholders of this company.
Mr. Dharmnoon Prachuabmoh is also a shareholder. This company provides all kinds
of services related to travel.
King Power Intertnational Co., Ltd.
Messrs. Vichai Raksriaksorn and Viratana Suntaranond and Ms. Aimon Boonkhundha
are Directors, Mr. Vichai Raksriaksorn is the Chairman, and all are shareholders
of this company. This company is engaged in selling duty free merchandise to
international travelers in a store located in downtown Bangkok.
Downtown D.F.S. (Thailand) Co., Ltd.
Messrs. Vichai Raksriaksorn, Antares Cheng and Suwan Panyapas are shareholders
of this company. This company's Directors include Messrs. Raksriaksorn and Cheng
and Ms. Aimon Boonkhundha. Mr. Vichai Raksrisksorn is the Managing Director and
Mr. Antares Cheng is the Deputy Managing Director. This company is engaged in
selling general merchandise to the general public.
Airport Authority of Thailand (AAT)
AAT is a governmental agency and it owns five percent of the stock of King Power
Duty Free Co., Ltd. In its capacity as a governmental agency and following the
rules and procedures established by the government of Thailand, it has granted
the concessions and leases under which both King Power Duty Free Co., Ltd. and
King Power Tax Free Co., Ltd. operate. (See BUSINESS, Organization and
Operations, above.)
27
<PAGE>
PART IV
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K
Documents filed as a part of this report
(A) Exhibits: (1)
3.1 Articles of Incorporation of King Power International
Group Co., Ltd.
3.2 By-Laws of King Power International Group Co., Ltd.
3.3 Certification Document of King Power Duty Free Co., Ltd.
3.4 Certification Document of King Power Tax Free Co., Ltd.
3.5 Memorandum of Association of King Power International Group Co.,
Ltd.
10.1 Siam Tower Lease dated 10/17/97
10.2 Contract with Airports Authority of Thailand ("AAT")
dated 03/06/96
10.3 Contract of Lease - Warehouse with AAT dated 12/13/96
10.4 Contract of Lease - Hatyai Airport with AAT dated 03/03/97
10.5 Letter Regarding Showcase dated 07/07/97
10.6 Letter from AAT dated 07/08/97
10.7 Office Lease at Chaingmai Airport dated 07/17/97
10.8 Contract of Lease with AAT re: International Terminal at Bangkok
Airport dated 03/18/93
10.9 Amendment No. 1 to Document No. 10.8, dated 11/18/93
10.10 Amendment No. 2 to Document No. 10.8, dated 30/11/96
10.11 Amendment No. 3 to Document No. 10.8, dated 10/29/96
10.12 Amendment No. 4 to Document No. 10.8, dated 11/29/96
10.13 Letter renewing Contract No. 6-1/36, dated 09/08/97
10.14 Contract No. 1-77/1995 of Lease with AAT, dated 03/13/95
10.15 Additional Agreement and Amendment No. 1 to Contract of Lease
No. 1-77/1995, dated 10/13/97
10.16 Contract of Lease with AAT re: Domestic Terminal of Bangkok
Airport dated 05/24/96
10.17 Contract for Phuket Airport dated 02/10/97
10.18 Contract of Lease - Chiangmai Airport dated 07/09/97
10.19 Contract of Lease - Bangkok Airport dated 10/02/97
10.20 Letter from AAT regarding lease space for Amazing Thailand
Project dated 11/11/97
10.21 Letter of Guarentee dated 02/25/93
10.22 Letter of Guarentee dated 04/01/95
10.23 Overdraft Agreement dated 03/31/93
10.24 Agreement for Loan dated 04/29/96
10.25 Letter of Guarantee dated 05/08/96
10.26 Letter of Guarentee dated 10/18/96
10.27 Letter of Guarentee dated 01/24/97
10.28 Letter of Guarentee dated 01/24/97
10.29 Letter of Guarentee dated 06/13/97
10.30 Letter of Guarentee dated 06/13/97
10.31 Agreement for Pledge dated 09/24/96
10.32 Agreement for Pledge dated 09/24/96
10.33 Agreement for Pledge dated 09/24/96
10.34 Agreement for Pledge dated 10/24/96
10.35 Agreement for Pledge dated 03/04/97
10.36 Consent to Account Debit dated 04/03/97
10.37 Contract for Pledge dated 04/03/97
10.38 Deposit to Guarantee Own Debt dated 01/24/97
10.39 Overdraft Agreement dated 09/18/96
10.40 Letter of Guarantee dated 09/25/96
10.41 Guarantee dated 12/04/96
10.42 Guarantee dated 12/04/96
10.43 Guarantee dated 01/24/97
10.44 Fee Letter dated 05/07/97
10.45 Guarantee dated 05/07/97
10.46 Credit Line Letter dated 06/13/97
21.1 List of all Subsidiaries (2)
27.1 Financial Data Schedule (2)
Notes:
(1) Filed herewith except 21.1 and 27.1
(2) Filed in Form 10-KSB on March 31, 1998
(B) Reports on Form 8-K
The Company filed the following reports with the SEC on Form 8-K:
(a) August 18, 1997, reporting the completion of the sale of 250,000
shares of common stock in a private placement.
(b) December 12, 1997, reporting a change in Company's independent
accountants, with BDO Binder (Thailand) Ltd. replacing
Cheshier and Fuller, LLP.
28
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, this 30th day of
March,1998.
KING POWER INTERNATIONAL GROUP CO., LTD.
By: /s/ Vichai Raksriaksorn
------------------------
Vichai Raksriaksorn
Group Chairman, Chief Executive Officer and Director
By: /s/ Viratana Suntaranond
-------------------------
Viratana Suntaranond, Group Executive Director,
Chief Financial Officer, Secretary, Director and
Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
/s/ Vichai Raksriaksorn Group Chairman, Chief Executive March 30, 1998
------------------- Officer and Director
Vichai Raksriaksorn
/s/ Viratana Suntaranond Group Executive Director, Chief March 30, 1998
-------------------- Financial Officer, Secretary and Director
Viratana Suntaranond
/s/ Antares Cheng
-------------------- Group Managing Director March 30, 1998
Antares Cheng and Director
29
<PAGE>
/s/ Aimon Boonkhundha Deputy Group Managing March 30, 1998
--------------------- Director and Director
Aimon Boonkhundha
/s/ Director March , 1998
---------------------
Dharmnoon Prachuabmoh
/s/ Suwan Panyapas Director March 30 , 1998
---------------------
Suwan Panyapas
/s/ Group Director of Operations March , 1998
-------------------- and Director
Benjamin B. Fattedad
30
EXHIBIT 3.1
ARTICLES OF INCORPORATION OF
KING POWER INTERNATIONAL GROUP CO., LTD.
(a Nevada corporaton)
ARTICLE I - NAME
The name of the Corporation is King Power International Group Co., Ltd.
ARTICLE II- PRINCIPAL OFFICE
The location of the principal office of this corporation shall be at the 26th
and 27th Floors of Siam Tower, 989 Rama I Road, Patumwan, Bangkok 10330 in the
Kingdom of Thailand. This corporation may maintain such other offices, either
within or without the state of Nevada, United States of America,within or
without the Kingdom of Thailand, or elsewhere, as the Board of Directors of this
corporation may designate. Meetings of this corporation's stockholders or
Directors may be held at such place or places as designated by the Board of
Directors or as prescribed in the Bylaws.
ARTICLE III- PURPOSE
The purpose for which this corporation has been formed is to engage in any
lawful activity.
ARTICLE IV- EXISTENCE
This corporation shall have perpetual existence.
ARTICLE V- BOARD OF DIRECTORS
The business and affairs of this corporation shall be managed and directed by
its Board of Directors. The Board of Directors shall consist of at least three
persons and may consist of such larger number as has been determined by the
stockholders or by a resolution of the Board of Directors. Directors shall hold
office until the next annual meeting of stockholders or until their successors
have been elected and qualified. Directors need not be a resident of the State
of Nevada or stockholders of this corporation.
ARTICLE VI- CAPITAL STOCK
The total number of shares of capital stock which this corporaton shall have
authority to issue shall be one hundred million (100,000,000) shares of Common
Stock. The par value of each share of Common Stock shall be $0.001. All stock
when issued shall be fully paid and non-assessble.
<PAGE>
ARTICLE VII- CUMULATIVE VOTING AND PREEMPTIVE RIGHTS
No cumulative voting shall be premitted in the election of directors.
Stockholders shall not be entitled to preemptive rights.
ARTICLE VIII - AMENDMENTS
These articles of incorporation, by a vote of not less than a majority of the
total number of issued and outstanding shares of capital stock of this
corporation entitled to vote, may be amended in any respect permitted by law.
ARTICLE IX-BYLAWS
Except to the extent that such power may be modified or divested by the
stockholders of this corporation owning a majority of the total number of shares
of issued and outstanding shares of capital stock of this corporation entitled
to vote, the power to adopt, alter, amend or repeal the Bylaws of this
corporaiton shall be vested in its Board of Directors to the full extent
permitted by law.
ARTICLE X-REGISTERED OFFICES AND REGISTERED AGENTS
This corporation's registered office and registered agent for service of process
in the United States of America shall be as determined by, and set forth in a
resolution duly adopted by, the Board of Directors of the corporation.
Otherwise, the registered office of this corporation shall be at the 26th and
27th floors of Siam Tower, 989 Rama I Road, Patumwan, Bangkok 10330 Thailand and
its registered agent shall be Mr. Vichai Raksriaksorn.
The foregoing Articles of Incorporaiton are hereby certified by the Corporate
Secretary, Mr. Viratana Suntaranond.
Signed at Bangkok, Thailand on March 30, 1998.
/s/ Virtana Suntaranond
- ---------------------------------------------
Viratana Suntaranond, Corporate Secretary for
King Power International Group Co., Ltd.
EXHIBIT 3.2
BY-LAWS
OF
KING POWER INTERNATIONAL GROUP CO., LTD.
ARTICLE I
Name of Corporation
Section 1: This corporation shall be known as KING POWER INTERNATIONAL
GROUP CO., LTD
ARTICLE II
Offices
Section 1: The principal office of the corporation will be located at 26th -
27th Floor, Siam Tower, 989 Rama I Road, Patumwan, Bangkok 10330 Thailand. The
corporation may maintain such other offices as the Board of Directors may
designate from time to time.
Section 1: The annual meeting of the stockholders shall be held in each year, at
a date, place and time to be specified by the Board of Directors. Said meeting
shall be for the purpose of electing directors for the ensuing year and for the
transaction of such other business as may come before the meeting. If the
election of directors shall not be held on the day designated for the annual
meeting of the stockholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as possible.
Section 2: Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by Statute, may be called by the Chief Executive
Officer or by the Board of Directors and shall be called by the Chief Executive
Officer at the request of the holders of not less than one-tenth of all the
outstanding shares of the corporation entitled to vote at the meeting.
Section 3: The Board of Directors may designate any place within or without the
State of Nevada as the site for any annual or special stockholders meeting. A
waiver of notice signed by all stockholders entitled to vote at a meeting may
designate any place, either within or without the State of Nevada, as the site
for any meeting hereinabove authorized. If no designation is made, the place of
the meeting shall be at the principal office of the corporation in the Kingdom
of Thailand.
Section 4: Written or printed notice stating the site, date and time of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
or at the direction and over the
<PAGE>
signature of the Chief Executive Office or the Secretary or the corporation, or
by such other person or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
Section 5: For the purpose of determining stockholders entitled to notice of or
to vote at any meeting of stockholders, or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors of the corporation may provide that the stock transfer books shall be
closed for a stated period, not to exceed twenty (20) days. In lieu of closing
the stock transfer books, the Board of Directors may fix in advance a date as
the record date for any such determination of stockholders, such date in any
case to be not more than sixty (60) days and, in case of a meeting of
stockholders, not less than fifteen (15) days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote, or entitled to
receive payment of dividends, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof, except where the
determination has been through the closing of the stock transfer books and the
stated period of closing has expired.
Section 6: The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of, and the number of shares held by, each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the principal
office of the corporation and shall be subject to inspection by any stockholder
during the meeting.
Section 7: A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of stockholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 8: At all meetings of stockholders, a stockholder may vote by proxy
which shall be executed in writing by the stockholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the
<PAGE>
meeting. No proxy shall be valid after six (6) months from the date of its
execution, unless otherwise provided in the proxy or coupled with an interest.
Section 9: Each outstanding share otherwise entitled to vote shall be entitled
to one (1) vote upon each matter submitted to a vote at a meeting of
stockholders. A majority vote of those shares present and voting at a duly
organized meeting shall suffice to defeat or enact any proposal unless the
Statutes of the State of Nevada require a greater-than-majority vote, in which
event such greater-than-majority vote shall be required for the action to
constitute the action of the corporation.
Section 10: Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without the transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so be contained in
an appropriate order of the Court by which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares
until the shares are transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meetings,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 11: An action required to be taken at a meeting of the stockholders, or
any other action which may be taken at a meeting of the stockholders, may be
taken without a meeting, if a consent in writing, setting forth the action so
taken, shall be signed by a majority of the stockholders entitled to vote with
respect to the subject matter thereof, unless a greater-than-majority vote would
be required at a duly organized meeting, in which event said
greater-than-majority stockholder approval must be obtained. Such consent shall
be filed with the minutes of the meeting.
Section 12: The following order of business shall be observed at all meetings of
the stockholders, so far as practicable:
(a) Calling the roll;
(b) Reading, correcting and approving the minutes of previous
meeting;
(c) Reports of Officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
<PAGE>
(h) Adjournment.
ARTICLE IV
Board of Directors
Section 1: The business and affairs of the corporation shall be managed by its
Board of Directors.
Section 2: As provided in the Articles of Incorporation, the Board of Directors
shall consist of a least three (3) persons, and may be increased by resolution
of the Board of Directors. The directors shall hold office until the next annual
meeting of stockholders and until their successors shall have been elected and
qualified. Directors need not be residents of the State of Nevada or
stockholders of this corporation.
Section 3: Directors shall be elected at an annul or special stockholders'
meeting by secret ballot of those stockholders present and entitled to vote, a
plurality of the vote being cast being required to elect. Each stockholder shall
be entitled to one (1) vote for each share of stock owned.
Section 4: A regular meeting of the Board of Directors shall be held without
notice, other than these By-Laws, immediately after, and at the same place as,
the annual meting of stockholders. The Board of Directors may provide, by
resolution, the day, time and place for the holding of additional regular
meetings without notice other than such resolution. The Secretary of the
corporation shall serve as Secretary for the Board of Directors and shall issue
notices for all meetings as required by the By-Laws; shall keep a record of all
the minutes of the proceedings of the meetings of directors; and shall perform
such other duties as may be properly required of him by the Board of Directors.
Section 5: Special meetings of the Board of Directors may be called by or at the
request of the Chief Executive Officer or any director. The person or persons
authorized to call special meetings of the Board of Directors may fix any place,
within or without the state of Nevada as the place for holding any special
meeting of the Board of Directors so called.
Section 6: Notice of any special meeting shall be given at least two (2) days
prior thereto by written notice delivered personally or mailed to each director
at his business address, or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the mail so addressed, with postage prepaid
thereon. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any director
may waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
to be transacted at such meeting. The purpose of any regular or special meeting
of the Board of Directors need not be specified in the notice or waiver of
notice for such meeting.
<PAGE>
Section 7: A majority of the number of directors established according to
Section 2 of this Article IV shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice. Once a quorum has
been established at a duly organized meeting, the Board of Directors may
continue to transact corporate business until adjournment, notwithstanding the
withdrawal of enough members to leave less than a quorum.
Section 8: The act of the majority of the Board of Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
unless the Statutes of the State of Nevada require a greater-than-majority vote,
in which case, such greater-than-majority vote shall be required for the act to
be that of the Board of Directors.
Section 9: Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of directors shall be filled by
election at an annual meeting or at a special meeting of the stockholders called
for that purpose.
Section 10: By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as a director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation thereof.
Section 11: A director of the corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary of the meeting before the adjournment
thereof or shall express such dissent by written notice sent by registered mail
to the Secretary of the corporation within one (1) day after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 12: Any action required to be taken at a meeting of the Board of
Directors, or any other action which may be taken at a meeting of the Board of
Directors, may be taken without a meeting if a written consent thereto is signed
by all the members of the Board. Such written consent shall be filed with the
minutes of the meeting of the Board of Directors. Any meeting of the Board of
Directors may be held by conference telephone call, with minutes thereof duly
prepared and entered into the minute book.
<PAGE>
ARTICLE V
Officers
Section 1: The officers of the corporation shall consist of those persons with
the designated titles determined, from time to time, by the Board of Directors
in resolutions formally adopted according to law. Among those officers, shall be
the President one or more Vice- Presidents with such modifying titles as the
Board may determine, the Secretary (and if the Board deems advisable, an
Assistant Secretary) and the Treasurer. Additionally, the Board may elect other
officers and designate functional titles or other titles for its officers in
keeping with the customs and business practices of Thailand or any other country
in which the corporation does business. Any two offices, except President and
Secretary, may be held by the same person.
Section 2: The officers of the corporation shall be elected annually by the
Board of Directors a the first meeting of the Board of Directors held after each
annual meeting of the stockholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided. Each
officer shall serve for one (1) year, or until his successor is elected and
qualified.
Section 3: Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever, in its role judgement, the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4: A vacancy in any office because of death, resignation. removal,
disqualification or otherwise may be filled by majority vote of the Board of
Directors for the unexpired portion of the term of such office.
Section 5: The Chief Executive Officer shall preside at all meetings of the
directors and the stockholders and shall have general charge and control over
the affairs of the corporation, subject to control by the Board of Directors.
The Chief Executive Officer shall sign or countersign all certificates,
contracts and other instruments of the corporation as authorized by the Board of
Directors and shall perform such other duties as are incident to his office or
are required of him by the Board of Directors.
Section 6: The Chief Financial Officer shall exercise the functions of the Chief
Executive Officer, in the Chief Executive Officer's absence, shall make such
reports and perform such other duties as are incident to this office, and shall
have such powers and duties as may be assigned to him from time to time by the
Board of Directors.
Section 7. The Secretary shall issue all notices for all meetings, as required
by the ByLaws; shall keep a record of the minutes of the proceedings of the
meetings of stockholders and directors; shall have charge of the Seal and of the
corporate books; and shall make such reports and perform such other duties as
are incident to his office, or properly required of him by the Board of
Directors.
<PAGE>
Section 8: The Treasurer shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation, or as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors, from time to time, as may be required of him, an account of all his
transactions as Treasurer and of the financial condition of the corporation. He
shall perform all duties incident to this office or which are properly required
of him by the Board of Directors.
Section 9: The salaries of all directors shall be fixed by the Board of
Directors and may be changed from time to time by a majority vote of the Board
of Directors.
ARTICLE VI
Agreements and Finances
Section 1: The Board of Directors may authorize any officer or officers, or
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2: No loan shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
Section 3: All checks, drafts, other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such duly authorized officer or officers, or agent or agents, of the
corporation and in such manner as from time to time shall be determined by
resolution of the Board of Directors.
Section 4: All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE VII
Certificate of Shares
Section 1: Certificates representing shares of the corporation shall be in such
form as shall be determined by the Board of Directors. Such certificates shall
be signed by the President and by the Secretary. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for the transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been
<PAGE>
surrendered and cancelled, except in the case of a lost, destroyed or mutilated
certificate, a new one may be issued therefore upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.
Section 2: Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney authorized by power of attorney duly executed and
filed with the Secretary of the corporation, and only on full surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes, unless otherwise notified by such person in
writing.
ARTICLE VIII
Fiscal year
Section 1: The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.
ARTICLE IX
Seal
Section 1. The corporation may or may not have a corporate seal, as may from
time be determined by resolution of the Board of Directors. If a corporate seal
is adopted, it shall have inscribed thereon the name of the corporation and the
words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE X
Amendments
Section 1: These By-Laws may be amended by a majority vote of all the stock
issued and outstanding and entitled to vote at any annual or special meeting of
the stockholders, providing notice of intention to amend shall have been
contained in the notice of the meeting.
Section 2: The Board of Directors, by a majority vote of the entire Board of
Directors, present at any meeting, may amend these By-Laws, including By-Laws
adopted by the stockholders.
ARTICLE XI
Indemnification of Directors and Officers
Section 1: Every person who was or is a party to, or is threatened to be
made a party to or is involved in any action, suit or proceedings, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or a person of whom he is the
1
<PAGE>
legal representative is or was a director or officer of the corporation or is or
was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless, to the
fullest extent legally permissible under the laws of the State of Nevada,
against all expenses, liability and loss, including attorney's fees, judgments,
fines and amounts paid or to be paid in settlement, reasonably incurred or
suffered by him in connection therewith, all pursuant to NRS 78.151. Such right
of indemnification shall be a contract right which may be enforced in any manner
permitted by law.
Section 2: This indemnification is intended to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada and the corporation
may purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
The foregoing Bylaws are hereby certified by the Corporate Secretary, Mr.
Viratana Suntaranond.
Signed at Bangkok, Thailand on March 30, 1998.
/s/ Viratana Suntaranond
--------------------------------------------
Viratana Suntaranond, Corporate Secretary for
King Power International Group co., Ltd.
<PAGE>
EXHIBIT 3.3
TRANSLATION OF CORPORATE DOCUMENTS OF KING POWER DUTY FREE CO.,
LTD, A THAILAND CORPORATION WHICH IS A SUBSIDIARY OF KING POWER
INTERNATIONAL GROUP CO., LTD., A NEVADA CORPORATION
<TABLE>
<CAPTION>
(TRANSLATION)
<S> <C>
This document certifies only the particulars The true and complete certification
the company has registered for legal effect. must carry a serial number, bear the full
Facts relating to actual standing should be signature of the registrar and have the
sought elsewhere. seal of the Registration Office affixed.
</TABLE>
(GARUDA EMPLEM)
Serial No. 002062 Partnerships and Companies Registration
Office
Bangkok Metropolis
CERTIFICATION DOCUMENT
This is to certify that this Company has been registered under the
Civil and Commercial Code as a juristic person, being classified as a limited
company, Registration No..522/2539.... on the 26th day of February, 1996
Information appearing in the registration records on the day of issuance of this
document is as follows:
1. Name of the company "King Power Duty Free Co. Ltd."
2. The company has 11 directors as follows:
(1) Mr. Vichai Raksriaksorn (2) Mr. Viratana Suntaranond
(3) Mr. Suwan Panyapas (4) Mrs. Aimon Boonkhundha
(5) Mr. Sombat Dechapanichkul (6) Air Chief Marshal Chanin Chandrubeksa
(7) Mr. Thawat Anukhul (8) Mrs. Sopar Rojnuckarin
(9) Group Cap. Panya Seingchareon (10) Wing Commander Uthai Thaisantad
(11) Mr. Bancha Pattanaporn
3. Number or name(s) of the director(s) who is/are authorized to sign to bind
the company is/are as follows:
Mr Vichai Raksriaksorn or Mr Viratana Suntaranond signs together with
the Company's seal affixed.
4. The registered capital is fixed at Baht 200,000,000.
5. The address of the head office is located at: 989 26-27F1 Siam Tower, Rama I
Rd, Pathumwan, Bangkok Metropolis.
6. The objects of the Company comprise 38 items and are as appears in the copy
of the document annexed hereto in 4 page(s) which bears the signature of
the registrar who certifies the same and is affixed with the seal of the
Partnerships and Companies Registration Office.
Remarks: The former name was "J.M.T. Issued on February 9, 1998
Duty Free Co.,Ltd." and has been (Seal)
changed to "King Power Duty Free
Co., Ltd." since September 9, (Signature
1997. ( Mr. Songkran Boonnumma )
--------------------------
Registrar
<PAGE>
The copy of this document it attached
to the Certificate.
-Signed-
The Registrar
February 9, 1998.
(Under the seal of registry)
-------------------------------------
Branch Office Address No. 1. Bangkok International Airport
171 T. Bangkhen, A. Donrnuang,
Bangkok Metropolis.
Branch Office Address No. 2. Chaing Mai International Airport
T. Suthep, A. Muangchaingmai,
Chaingmai Province.
Branch Office Address No. 3. Hatyai International Airport
97 Moo 3, T. Klonglah, A. Klonghoykhong,
Songkhla Province.
Branch Office Address No. 4. Phuket International Airport
222 Moo 6, T. Maikao, A. Talang,
Phuket Province.
<PAGE>
NO 057326 (GARUDA EMBLEM) Total 2 Pages
Certified that this document is identical
to the one received by the Partnership-Company
Registration Office of Bangkok Metropolis on
February 15th, 1996 issued on December 31st, 1997
(signed): Mrs. Matthana Chanthanpakorr
----------------------------
Registrar
Form BorOrJor.2
Memorandum of Association of
J.M.T. Duty Free Co.,Ltd.
Registration No 525/1996
The Particulars of the memorandum of association are here under:
<TABLE>
<S> <C>
1. Name of company: J.M.T Duty Free Co., Ltd.
2. Office's address: Bangkok Metropolis
3. Its objectibes are listed under 41 clauses, as apparent in the enclosed Form Wor.
4. Each shareholder shall be liable only up to the amount of unpaid shares held by him.
"--------------------------------"
(Each shareholder may assume unlimited liabilities; the amount shall be declared. If
there is none, put down "......................")
5. Its capital shall be Two Hundred Million baht(200,000,000), divided into
Two Million shares (2,000,000), at the par value of 0 ne Hundred baht (100).
6. Number of promoters :seven Their names, addresses, occupations ,signatures
and the number of shares subscribed by them are hereunder:
(1) Mr.Vichai Raksriaksorn occupation: Trader Age: 38 years
address 20 Soi Pongwetchanusorn, Sukhumvith 64 Road, Bangchak Sub-District,
Prakhanong District, Bangkok Metropolis
number of shares subscribed: one (Signature) Vichai Raksriaksorn
(2) Mr. Suwan Panyapas occupation: Pensioner (retired government oficer) Age: 52 years,
address: 888/62 Ploenchit Road, Lumpini Sub-District, Pathumwan District, Bangkok Metropolis
number of shares subscribed: one (Signature) Suwan Panyapas
(3) Mr. Viratana Suntaranond occupation: Trader Age: 55 years
address : 141-143-145 Soi Sukha 1, Tree Thong Road, Wat Ratchabophit Sub-District,
Phra Nakhon District, Bangkok Metropolis
number of shares subscribed: one (Signature) Viratana Suntaranond
(4) Mrs. Umarat Suntaranond occupation: Trader Age: 55 years
address 141-143-145 Soi Sukha 1, Tree Thong Road, Wat Ratchabophit Sub-District,
Phra Nakhon District, Bangkok Metropolis
number of shares subscriped: One (Signature) Umarat Suntaranond
(5) Mrs. Aimon Boonkhundha occupation: Trader Age 38 years,
address 600/1013 Village No.14 Khu Khot Sub-District, Lam Luk Ka District, Pathum Thani Province
number of shares subscribed: One (Signature) Aimon Boonkhundha
(6) Mr.Sombat Dechapanichkul occupation: Employee Age: 35 years,
address 265-267 Yaowarat Road, Samphanthawong Sub-District,
Samphanthawong District, Bangkok Metropolis
number of shares subscribed: One (Signature) Sombat Dechapanichku1
(7) Miss Anocha Kumnerdngam occupation: Employee Age: 36 years
address: 70 Soi Charoen Nakhon 21, Charoen Nakhon Road, Bang Lumphu Lang Sub-District,
Khlong San District, Bangkok Metropolis
number of shares subscribed: One (Signature) Anocha Kumnerdngam,
</TABLE>
(signed) - Signature - Promoter applying for company registration
( Mr. Vichai Raksriaksorn )
- --------------------------------------------------------------------------------
Page 1 Of 2 page(s) (Signed) Registrar
Document accompanying application No (Mr. Pongsak Khanchanapruk)
--------
<PAGE>
No O57327 (GARUDA EMBLEM) Total...2..Pages
Certified that this document is identical to the one
received by the Partnership - Company Registration Office
of Bangkok Metropolis onFebruary 15th, 1996
Issued on december 31st, 1997
(Signed): Mrs. Matthana Chanthapakorn
---------------------------
Registrar
Form BorOrJor.2
Certification of Signatures
We, Miss Malee Aviruth, aged 36, with an address at 1879/1 Rama IV Road, Lumpini
Sub-District, Pathumwan District, Bangkok Metropolis,
and
We, Miss Nuttaya Kallayawuthiphong, aged 27, with an address at 195 Village
No.8,Thawilrajburana Road, Borplub Sub-District, Muang Nakornphathom District,
Nakornphathom Provlnce
Hereby certify that all the promoters signed their names in our presence.
(Signed) - Signature- Witness
------------------------------
(Miss Malee Aviruth)
(Signed) - Signature- Witness
--------------------------------
(Miss Nuttaya Kallayawuthiphong)
The memorandum of association was made on February 15th, 1996
[STAMP]
(signed) - Signature- Promoter applying for company registration
----------------------------
( Mr. Vichai Raksriaksorn)
-------------------------
Page 2 of 2 pages(s) J.M.T. Duty Free CO., Ltd.
Document accompanying application No... (Signed) -Signature- Registrar
------------------------
(Mr.Ponasak Khanchanapruk)
<PAGE>
(TRANSLATION)
Memorandum of Association
of
J.M.T. Duty Free Co., Ltd.
(Revision)
- --------------------------------------------------------------------------------
By special resolution of the Extraordinary Meeting of the Shareholders No.
4/2540 held on July 28th, 1997, and the Extraordinary Meeting of the
Shareholders No. 5/2540 held on Auqust 20th, 1997, Clause 1. of the Memorandum
of Association shall be revised as follows.
1. Name of the Company is "King Power Duty Free Co., Ltd."
It is confirmed that the above is corresponding to the Resolution of the
Meetings mentioned above.
- Signed -
( Mr. Vitarana Suntaranond )
Director
No 057238 (GARUDA EMBLEM) Total 1 Pages Certified that this
document is identical to the one, received by the
Partnership - Company Registration Offce of Bangkok
Metropolis on September 4, 1997
Issued on December 31th, 1997
(Signed): Mr. Matthana Chathapakorn
Registrar
[Stamp]
<PAGE>
NO.057329 (GARUDA EMBLEM) Total 2 Pages Certified that this
document is identical to the one, received by the
partnership - company 26Th February 1996
Issued on 31 December 1997
(Signed): Ms. Matthana Chunthapakorn
Registrar
------------------------------------------------------------
(TRANSLATION)
ARTICLE OF ASSOCIATION
OF
KING POWER DUTY FREE CO., LTD.
Chapter 1: General
Article 1. Unless otherwise prescribed, the relevant provisions of
the Civil and Commercial Code involving Company Limited are applicable herein.
Article 2. Where modification or revision of any provisions hereof
is considered advisable, a proposal to that effect be made to the shareholder
meeting for necessary action to be taken by it, effect legally the required
modification or revision thereof.
Chapter 2. The shares and shareholders
Article 3. All the company's shares are ordinary shares, with
bearers' names, fully paid up, and the share certificates shall bear the
signature of at least one of the Company's directors, duly afffixed with
Company's seal.
Article 4. Assignment of share shall be effected through a written
commitment to that effect, signed by both the assignor and the assignee, and
attested by two witnesses, and it is to be valid for application to the company,
or any outsiders, only after it has been duly recorded in the Shareholder
Register.
Argicle 5. The company can neither hold nor take in pledge its
own shares.
Chapter 3. The Directors
Article 6. What proper number the company should have shall be
left to be decided by the General Meeting of the Shareholders at its discretion.
Article 7. Should a directorship become vacant for whatever reason
other than completion of the offfice term, the Board may appoint anyone to hil
the vacancy subject to the condition that the one so appointed shall assume his
term office equal to that yet remaining for the one, whom he has replaced.
Article 8. A meeting of the Board of Directors requires the
attendance of no less than half the number of its members, to form a quorum,
eligible for discussing its business.
Article 9. The Board of Directors shall be held fully responsible
for the management of all the Company's business, and it shall appoint one among
its members as its Chairman .
Chapter 4. The Shareholder Meeting
Article 10. The general meeting of all the shareholders shall be
held within six months from the date of the Company's registration, and once
yearly thereafter. Such a meeting is to be called the ordinary meeting, and all
other meetings to be called extraordinary meetings.
Article 11. An extraordinary meeting may be held at any time by
the Board of Directors, or whenever asked for by the shareholders, numbering no
fewer than one fifth of the Company's shares, in a joint petition therefor,
jointly signed by them.
(Signed) - signed - Director
(Mr. Vichai Raksriaksom)
<PAGE>
NO.057330 (GARUDA EMBLEM) Total 2 Pages Certified that this
document is identical to the one, received by the
partnership - company 26Th February 1996
Issued on 31 December 1997
(Signed): Ms. Matthana Chunthapakorn Registrar
------------------------------------------------------------
Article 12. The notice, calling for the holding of the general
meeting each time, shall be advertised twice, at least, in one local newspaper,
or letters advising its holding, be sent to each and every shareholder, at
least, seven days, prior thereto.
Article 13. A shareholder, who is unable to attend the meeting in
person, may authorize someone to attend the meeting as its proxy.
Article 14. The Chairman of the Board of Directors shall preside
over all the meetings of shareholders, and in the case, where there is no
Chairman or where the Chairman is not present at the meeting, one among the
shareholders attending that meeting shall be elected by the meeting as its
Chairman.
Article 15. A general meeting requires the attendance of
shareholders, holding together no less than one fourth of the total shares, to
make a quorum. Any resolution passed by the meeting shall be decided on the
basis of a majority vote, and should the voting end in a tie, the Chairman of
the meeting is entitled to cast another vote as the deciding vote.
Chapter 5. Balance Sheet
Article 16. The Board shall prepare the balance sheet, showing the
Company's assets and liabilities, and profit and loss, in each of its yearly
accounting period beginning on the 1st January, and ending on 31st December each
year.
Article 17. The Company's balance sheet shall be audited and
certified by at least one auditor, and submitted to the shareholder meeting for
necessary approval, within four months from the date of its certification.
Chapter 6. Dividend and Reserve Fund
Article 18. Making payment of dividend each time, the Company
shall set aside, as its reserve fund, a sum of not less than one twentieth of
the net profit, earned by the Company from its business operation, until the
reserve fund has increased to one tenth of the Company's capital fund or over.
This Article of Association has been approved at the meeting held
for the incorporation of the Company on the 24th February 1996.
(Signed) - signed - Director
(Mr. Vichai Raksriaksorn)
Stamps
<PAGE>
The copy of this document it attached
to the Certificate.
-Signed -
The Registrar
February 9, 1998
(UNDER THE SEAL OF THE REGISTRY)
-------------------------------------
This Company has 38 objects as follows:
(1) To purchase, acquire, accept, rent, hire-purchase, hold ownership, occupy,
modify, utilize, and manage by other means any property as well as interest
accruing thereon (except seeking proft from land);
(2) To sell, transfer, mortgage, pledge, accept the pledge, trade and dispose of
properties by other means (except seeking prof~t from land, other natural
resources, and internal trade of local agricultural produce);
(3) To act as broker, agent, counter trade agent, in all types of operation and
business, except insurance business, recruiting members for association and
securities trading;
(4) To borrow from, overdraw on accounts with banks, corporation or other
financial institutions; and to lend money or give credit by other means, with or
without collateral, as well as to accept, issue, make a transfer and endorse
bills of exchange or other transferable instruments;
(5) To set up branch offices or appoint agents, both in and outside of the
country;
(6) To be a partner with limited-liability in Limited Partnership, and a
shareholder in Company Limited and Public Company Limited, both in and outside
of the country;
(7) To engage in trading of rice, rice products, cassava products, cuts of meat,
sugar, and animal feed;
(8) To engage in trading of machinery, engines, mechanical tools, labour saving
devices, vehicles, electrical generators, electrical appliances, refrigerators,
air conditioners electric fans, electric rice cookers, press irons, water pumps,
heaters, cooler, kitchenware, hardware, copperware, brassware, sanitaryware,
housewares, furniture, electrical equipment, plumbing equipment as well as parts
and accessories thereof;
<PAGE>
The copy of this document it attached
to the Certificate.
- Signed -
The Registrar
February 9, 1998
(UNDER THE SEAL OF THE REGISTRY)
----------------------------------------
(9) To engage in trading of fresh food, dehydrated food, ready-to-eat food,
canned food, condiments, beverage, spirits, beer, cigarette, and other similar
consuming items (except local agricultural produce);
(10) To engage in trading of fabrics, sewing thread, clothes, ready-to-wear
apparels, accessories, personal adornments, cosmetics, beauty-aid devices and
equipment and other consuming items;
(11) To engage in trading of medicines both curative and prophylactic for human
and animals, pharmaceutical, chemicals, medical and pharmaceutical equipment,
fertilizers, pesticides, all types of nourishments for plants and animals,
scientific equipment;
(12) To engage in trading in gold, gold-copper alloy, silver, diamonds, gems,
and other cut precious stones as well as imitation articles thereof;
(13) To engage in trading of paper, stationery, text books, printed forms,
books, learning-aid equipment, calculators, printing equipment, printed
materials, newspapers, filing cabinets, and all kinds of office equipment;
(14) To engage in trading of construction materials, construction equipment and
tools, all kinds of tools for artisan, paint, painter's tool-kits, all kinds of
building decorating items;
(15) To engage in trading of plastics or other similar products, both in the
form of raw material and finished products;
(16) To engage in trading of artificial rubber, artificial materials or
scientificlily made products thereof;
(17) To engage in animal husbandry and livestock farming;
(18) To engage in operation of wood planing and dehydration mill, car chassis
assembling plant, ceramic and glazed wares factory, earthenware factory,
vegetable oil extracting factory, pulp factory, yarn weaving mill, cloth dyeing
and prints factory, auto-tire manufacturing and retreading factory, steel
factory, metals casting and lathing factory, zinc factory, ready-to-eat food
processing factory, liquor distillery, gas factory, tobacco factory, sugar
factory, plastic products factory, iron foundry and rolling mill, door and
window factory, glass factory, beverage factory, tire casting factory, car
assembling plant;
<PAGE>
The copy of this document it attached
to the Certificate.
- Signed -
The Registrar
February 9, 1998
(UNDER THE SEAL OF THE REGISTRY)
----------------------------------------
(19) To engage in printing business; bespoke printing; publishing books for sale
and operating a newspaper;
(20) To engage in ice factory operation;
(21) To engage in construction of buildings, commercial buildings, residential
buildings, offices, roads, bridges, dams, tunnels, and all other types of
construction, including civil works;
(22) To engage in businesses of hotel, restaurant, bar, nightclub, bowling,
massage parlor, movie theatres and other entertainment premises, resorts, sports
field, swimming pools;
(23) To provide services of Customs clearing of goods from ports and all types
of transport;
(24) To engage in operation of travel agency, including all businesses related
to tourism (except transportation in the country);
(25) To engage in selling, buying and exchanging of foreign currencies (Subject
to approval of the Ministry of Finance);
(26) To engage in importing and exporting goods for sales as specified in the
Company's objects;
(27) To engage in the service of haircutting, hairdressing, beauty salon,
dressmaking and laundry;
(28) To engage in providing services on photography, film developing,
reproduction, enlargement as well as photo copying;
(29) To engage in movie production and distribution;
<PAGE>
The copy of this document it attached
to the Certificate.
- Signed -
The Registrar
February 9, 1998
(UNDER THE SEAL OF THE REGISTRY)
-----------------------------------------
(30) To engage in fuel station operation and services as car repair,
maintenance, checking and cleaning, application of rust-resisting agent for all
types of motor vehicles, including other services as installation, inspection
and fixing of all kinds of safety devices;
(31) To engage in providing services on legal, accounting, engineering,
architecture including advertising;
(32) To engage in providing guarantee for debts, liabilities and contractual
compliances for other persons, including guarantee for persons travelling to the
country or going abroad in compliance with the laws governing immigration, tax
and duty, and other laws;
(33) To engage in the business of providing consulting service and advice on
problems concerning management, commerce, industry as well as on those of
production, marketing and distribution;
(34) To engage in the service of keeping, compiling, editing, publishing and
publicizing of statistics and information on agriculture, industry, commerce,
finance, marketing, as well as performance analyses and evaluation;
(35) To engage in operation of private hospital, clinics, admitting patients and
the sick for treatment, arranging training and seminars regarding medical and
hygiene;
(36) To engage in bidding for selling goods and being hired, in accordance with
the Company's objects, by persons, groups of persons, juristic persons,
government sector, and governnent agencies;
(37) To establish and operate bonded warehouse in the form of duty free shop for
selling goods in international airports around the Kingdom (except seeking
profits from natural resources and internal trade of local agricultural
oroduce):
(38) The Company has the power to issue shares and offer for subscription
thereof at higher price than the specified par value.
<PAGE>
EXHIBIT 3.4
TRANSLATION OF CORPORATE DOCUMENTS OF KING POWER TAX FREE CO., LTD.,
A THAILAND CORPORATION WHICH IS A SUBSIDIARY OF KING POWER
INTERNATIONAL GROUP CO., LTD., A NEVADA CORPORATION
<TABLE>
<S> <C>
This document certifies only the particulars The true and complete certification must
the company has registered for legal effect. carry a serial number, bear the full signature
Facts relating to actual standing should be of the registrar and have the seal of the
sought elsewhere. Registration Office affixed.
</TABLE>
(GARUDA EMPLEM)
Serial No. Sor 01665
Partnerships and Companies Registration Offfice
Bangkok Metropolis
CERTIFICATION DOCUMENT
This is to certify that this Company has been registered under the
Civii and Commercial Code as a juristic person, being classified as a limited
company, Registration No.12767/2533 on the 26th day of 0ctober, 1990.
Information appearing in the registration records on the day of issuance of this
document is as follows
1. Name of the company : King Power Tax Free Co., Ltd.
2. The company has 2 directors as follows:
(1) Mr. Vichai Raksriaksorn (2) Mr. Viratana Suntaranond
3. Number or name(s) of the director(s) who is/are authorized to sign to bind
the company is/are as follows:
Mr. Vichai Raksriaksorn or Mr. Viratana Suntaranond signs together
with the Company's sea1 affixed
4. The reqistered capital is fixed at Baht ......300,000,000.
5. The address of the head office is located at: 989 26-27 Fl. Siam Tower, Rama
I Rd., Pathumwan, Bangkok Metropolis.
6. The objects of the Company comprise 38 items and are as
appears in the copy of the document annexed here to in 5 page (s) which bears
the signature of the registrar who certifies the same and is affixed with the
seal of the Partnerships and Companies Registration Office.
Remarks: The former name was "J.M.T. Group" Issued on February 4, 1998
and has been changed to "King (Seal)
Power Tax Free Co., Ltd." since (Signature)
September 30, 1997 ( Mr. Soboon Modjanakul )
----------------------------
Registrar
<PAGE>
BRANCH OFFICE ADDRESS NO.1. BANGKOK INTERNATIONAL AIRPORT
VIDHAVADI RANGSIT ROAD, THUNGSIKAN
DONMUANG, BANGKOK METROPOLIS.
BRANCH OFFICE ADDRESS NO.2. PHUKET INTERNATIONAL AIRPORT
185 SANAMBIN ROAD, T. MAIKAO, A.TALANG,
PHUKET PROVINCE.
BRANCH OFFICE ADDRESS NO.3. CHAING MAI INTERNATIONAL AIRPORT
60 T. SUTHEP, A. MUANGCHAINGMAI
CHAINGMAI PROVINCE.
The copy this document it attached to the certificate.
-Singed-
(Mr.Somboon Modjanakul)
February 4, 1998
(Under the seal of the registry)
<PAGE>
PARTICULAR OF ORJECTIVES
OF
J.M.T..GROUP CO.,LTD.
REGISTER NO. 12767/2533
The objects of the Company comprise 38 items, as per details
GENERAL OBJECTIVES
(1) To purchase, acquire, accept, rent, hire-purchase, hold ownership, occupy,
modify, utilize, and manage by other means any property as well as interest
accuring thereon (except seeking profit from land);
(2) To sell, transfer, mortgage, pledge, accept the pledge, trade and dispose of
properties by other means (except seeking profit from land, other natural
resources, and internal trade of local agricultural produce);
(3) To act as broker, agent, counter trade agent, in all types of operation and
business, except insurance business, recruiting members for association and
securities trading;
(4) To borrow from, overdraw on a accounts with banks, corporation or other
financial institutions; and to lend money or give credit by other means, with or
without collateral, as well as to accept, issue, make a transfer and endorse
bills of exchanee or other transferable instruments:
(5) To set up branch offices or appoint agents, both in and outside of the
country;
(6) To be a partner with limited-liability in Limited Partnership, and a
shareholder in Company Limited and Public Company Limited, both in and outside
of the country;
(7) To engage in trading of rice, rice products, cassava products, cuts of meat,
sugar, and animal feed;
The copy of this document it attached to the certificate.
-Signed-
(Mr.Somboon Modjanakul)
February 4, 1998
(under the seal of the registry)
<PAGE>
(8) To engage in trading of machinery, engines, mechanical tools, labour saving
devices, vehicles, electrical generators, electrical appliances, refrigerators,
air conditioners, electric fans, electric rice cookers, press irons, water
pumps, heaters, cooler, kitchenware, hardware, copperware, brassware,
sanitaryware, housewares, furniture, electrical equipment, plumbing equipment as
well as parts and accessories thereof:
(9) To engage in trading of fresh food, dehydrated food, ready-to-eat food,
canned food, condiments, beverage, spirits, beer, cigarette, and other similar
consuming items (except local agricultural produce);
(10) To engage in trading of fabrics, sewing thread, clothes, ready-to-wear
apparels, accessories, personal adornments, cosmetics, beauty-aid devices and
equipment and other consuming items;
(11) To engage in trading of medicines both curative and prophylactic for human
and animals, pharmacoutical, chemicals, medical and pharmaceutical equipment,
fertilizers, pesticides, all types of nourishments for plants and animals,
scientific equipment;
(12) To engage in trading in gold, gold-coper alloy, silver, diamonds, gems, and
other cut precious stones as well as imitation articles thereof;
(13) To engage in trading of paper, stationery, text books, printed forms,
books, learning-aid equipment, calculators, printing equipment, printed
materials, newspapers, filing cabinets, and all kinds of office equipment;
(14) To engage in trading of construction materials, construction equipment and
tools, all kinds of tools for artisan, paint, painter's tool-kits, all kinds of
building decorating items;
(15) To engage in trading for plastics or other similar products, both in the
form of raw material and finished products;
(16) To engage in trading of artificial rubber, artificial materials or
scientifically made products thereof;
The copy of this document it attached to the certificate.
-Signed-
(Mr.Somboon Modjanakul)
February 4, 1998
(under the seal of the registry)
<PAGE>
(17) To engage in animal husbandry and livestock farming;
(18) To engage in operation of wood planing and dehydration mill, car chassis
assembling plant, ceramic and glazed wares factory, earthenware factory,
vegetable oil extracting factory, pulp factory, yarn weaving mill, cloth dyeing
and prints factory, auto-tire manufacturing and retreading factory, steel
factory, metals casting and lathing factory, zinc factory, ready-to- eat food
processing factory, liquor distillery, gas factory, tobacco factory, sugar
factory, plastic products factory, iron foundry and rolling mill, door and
window factory, glass factory, beverage factory, tire casting factory, car
assembling plant;
(19) To engage in printing business; bespoke printing; publishing books for sale
and operating a newspaper;
(20) To engage in ice factory operation;
(21) To engage in construction of buildings, commercial buildings, residential
buildings, offices, roads, bridges, dams, tunnels, and all other types of
construction, including civil works;
(22) To engage in businesses of hotel, restaurant, bar, nightclub, bowling,
massage parlor, movie theatres and other entertainment premises, resorts,
sports~field, swimming pools;
(23) To provide services of Customs clearing of goods from ports and all types
of transport;
(24) To engage in operation of travel agency, including all businesses related
to tourism (except transportation in the country);
(25) To engage in selling, buying and exchanging of foreign currencies [Subject
to approval of the Ministry of Finance:
(26) To engage in importing and exporting goods for sales as specified in the
CompanY's objects;
The copy of this document it attached to the certificate.
-Signed-
(Mr.Somboon Modjanakul)
February 4, 1998
(under the seal of the registry)
<PAGE>
(27) To engage in the service of haircutting, hairdressing, beauty salon,
dressmaking and laundry;
(28) To engage in providing services on photography, film developing,
reproduction, enlargement as well as photo copyinn;
(29) To engage in movie production and distribution;
(30) To engage in fuel station operation and services as car repair,
maintenance, checking and cleaning, application of rust-resisting agent for all
types of motor vehicles, including other services as installation, inspection
and fixing of all kinds of safety devices;
(31) To engage in providing services on legal, accounting, engineering,
architecture including advertising;
(32) To engage in providing guarantee for debts, liabilities and contractual
compliances for other persons, including guarantee for persons travelling to the
country or going abroad in compliance with the laws governing immigration, tax
and duty, and other laws;
(33) To engage in the business of providing consulting service and advice on
problems concerning management, commerce, industry as well as on those of
production, marketine and distribution:
(34) To engage in the service of keeping, compiling, editing, publishing and
publicizing of statistics and information on agriculture, industry, commerce,
finance, marketing, as well as performance analyses and evaluation:
(35) To engage in operation of private hospital, clinics, admitting patients and
the sick for treatment, arranging training and seminars regarding medical and
hygiene;
(36) To engage in bidding for selling goods and being hired, in accordance with
the Company's objects, by persons, groups of persons, juristic persons,
government sector, and novernment agencies;
The copy of this document it attached to the certificate.
-Signed-
(Mr.Somboon Modjanakul)
February 4, 1998
(under the seal of the registry)
<PAGE>
(37) To establish and operate bonded warehouse in the form of duty free shop for
selling goods in international airports around the Kingdom (except seeking
profits from natural resources and internal trade of local agricultural
produce);
(38) The Company has the power to issue shares and offer for subscription
thereof at higher price than the speci(pound)ied par value.
The copy of this document it attached to the certificate.
-Signed-
(Mr.Somboon Modjanakul)
February 4, 1998
(Under the seal of the registry)
<PAGE>
No . 00014g. (GARUDA EMBLEM) Total..2...Pages
Certified that this document is identical to the one,
received by the Partnership-Company, Registration Office
of Bangkok Metropolis on August 15th, 1990
Issued on January 5th, 1998
(Signed): Mrs. Namthip Phanpaisarn
Registrar
Form BorOrJor.2
Memorandum of Association
of
J.M. Thanaikwam-Banshee Co., Ltd.
Registration No. Bor.Kor.10437/2533
The Particulars of the memorandum of association are here under:
1. Name of company: J.M. Thanaikwam-Banshee Co., Ltd.
2. Office's address: Bangkok Metropolis
3. Its Objectives are listed under 40 clauses, as apparent in the enclosed
Form Wor.
4. Each shareholder shall be liable only up to the amount
of unpaid shares held by him. "------------------------------------" (Each
shareholder may assume unlimited liabilities; the amount shall be declared. If
there is none, put down (".........")
5. Its capital shall be One Million baht (1,000,000 ), divided into Ten Thousand
shares (10,000), at the par value of One Hundred baht ( 100).
6. Number of promoters Seven their names, addresses, occupations signatures and
the number of shares subscribed by them are hereunder:
(1) Mr. Sombat Thorntham, occupation: Lawyer Age: 35 years, address: 189/58
Trok Wat Dawwadung, Prapinklao Road, Bangyeekham Sub-District, Bangkoknoi
District, Bangkok Metropolis number of shares subscribed: One (Signature) Mr.
Sombat Thorntham
(2) Mr. Jongchai Thiangtham occupation: Political Age: 47 years, address:
189/58 Trok Wat Dawwadung, Prapinklao Road, Bangyeekhan Sub-District, Bangkoknoi
District, Bangkok Metropolis number of shares subscribed: One (Signature) Mr.
Jongchai Thiangtham
(3) Mrs. Mukda Thiangtham occupation: Enterprise State Official Age: 47
years, address: 189/58 Trok Wat Dawwadung, Prapinklao Road, Bangyeekham
Sub-District, Bangkoknoi District, Bangkok Metropolis number of shares
subscribed: One (Signature) Mrs. Mukda Thiangtham
(4) Mr. Thanin Cosallakul occupation: trader Age: 47 years, address: 225/33
Trok Wat Dawwadung, Prapinklao Road, Bangyeekhan Sub-District, Bangkoknoi
District, Bangkok Metropolis number of shares subscribed: One (Signature) Mr.
Thanin Cosallakul
(5) Miss Charuwan Pattanasook occupation: Lawyer Age: 33 years, address:
908/19 Soi Sukhumvit 101/1 Sukhumvit road, Bangchak Sub-District, Prakhanong
District, Bangkok Metropolis number of shares subscribed; One (signature) Miss
Charuwan Pattanasook
(6) Mr. Somprasong Suntaranan occupation: Lawyer Age; 39 years, address:
45/3 Soi Thewwarat, Bangkok-Nonthaburi Road, Bangsue Sub-District, Dusit
District, Bangkok Metropolis number of shares subscribed: One (Signature Mr.
Somprasong Suntaranan
(7) Mr. Somchai Phansri occupation: Employee Age: 33 years, address:
189/338 Chanransanitwong road, Bangkhunsri Sub-District, Bangkoknoi district,
Bagkok Metropolis number of shares subscribed: One (Signature) Mr. Somchai
Phansri
(signed) -Signature- Promoter applying for company registration
(Mr. Sombat Thorntham)
- --------------------------------------------------------------------------------
Page 1 of 2 pages (s) Signed - Signature - Registrar
Document accompanying application No...... (.................)
NO. 000150 (GARUDA EMBLEM) Total 2 Pages
Certified that this document is identical to the one,
received by the Partnership-Company Registration Offce
of Bangkok Metropolis on August 15, 1990
Issued on January 5, 1998
(Signed): Mrs. Namthip Phanpaisarn
Registrar
Form BorOrJor.2
Certification of Signatures
We, Mr. Thanad Phutrakul, age 25, with an address at 817/1 Village No.
13, Muanghan Sub-District, Phan District, Chiangrai Province
and
We Miss Maleerat Thanwaboot aged 27 with an address at 275/63 Soi
Saithip, Sukhumvit Road, Bangchak Sub-District, Phrakanong District, Bangkok
Metropolis
Hereby certify that all the promoters signed their names in our
presence.
(Signed) -Signature- Witness
( Mr. Thanad Phutrakul)
(Signed)-Signature- Witness
(Miss MaleeratThanwaboot)
The memorandum of association was made on August 14th, 1990
[Stamp]
(signed) - Signature - Promoter applying for company registration
(Mr. Sombat Thorntham)
- --------------------------------------------------------------------------------
Page.....2 of 2 page(s) J.M. Thanaikwam-Banshee Co., Ltd.
Document accompanying application No.. (Signed) -Signature- Registrar
(...................)
<PAGE>
The Revise Registration and/or The Special Resolution
J.M Thanaikwam-Banshee Co., Ltd.
Registration No.Bor.Kor.10437/2533
that be revised in the register 1 item(s) as follows.
Clause 1.of the Memorandum of Association shall be revised as follows.
"1 Name of the Company is "J.M.T. Group Co., Ltd."
NO.000151.. (GARUDA EMBLEM) Total 1 Pages
Certified that this document is identical to the one,
received by the Partnership-Company Registration Offce
of Bangkok Metropolis on october l2th l990
Issued on January 5, 1998
(Signed): Mrs. Namthip Phanpaisarn
Registrar
(signed) -Signature- Promoter applying for company registration
( Mr. Sombat Thorntham )
- --------------------------------------------------------------------------------
Page.....l of...............page(s) (Signed) -singnature Registrar
Document accompanying application No. ( )
<PAGE>
(TRANSLATION)
Memorandum of Association
of
J.M.T.Group Co.,Ltd.
(Revision)
- --------------------------------------------------------------------------------
By special resolution of the Extraordinary Meeting of the Shareholders No
2/254 held on August 21st, 1997, and the Extraordinary Meeting of the
Shareholders No. 3/2540 heldon September 5th, 1997, Clause .1 of the Memorandum
of Association shall be revised as follows
1. Name of the Company is "King Power Tax Free Co., Ltd. "
It is confirmed that the above is corresponding to the Resolution of the
Meetings mentioned above
- Signed -
( Mr.Vichai Raksriaksorn )
--------------------------
Director
NO 000152 (GARUDA EMBLEM) Total..1...Pages
Certified that this docu,nent is identical to the one,
received by the Partnership-Company Registration Office
of Bangkok Metropolis on September 26, 1997
Issued on January 5, 1998
(Signed): Mrs.Namthip Phanpaisarn
Registrar
[Stamp]
<PAGE>
Certified that this document is identical
to the one, received by the Partnership Company
Registration Office of Bangkok Metropolis on
26 October 1990
Issued on 29 December 1997
-Signed-
(Mrs. Matthana Chathapakorn)
The Registrar
Minutes of the Meeting for Establishment
of
J.M.T. Group Co., Ltd.
The Meeting was held on 23 October 1990 at 9:00 hrs. at 189/58 Trok Wat
Dawadung, Somdej Phra Pinklao Road, Kwaeng Bang Yeekhan, Khet Bangkok Noi,
Bangkok Metropolis. There were seven shareholders present, in persons and by
proxies, representing 10,000 shares which constituted the necessary quorum. Mr.
Sombat Thorntham was elected Chairman of the meeting. The Chairman declared the
meeting open and proceeded according to the the following agenda.
1. To Consider List of Names, Positions, and Residences of the Share
Subscribers and the Number of Shares Each Subscriber has Signed for
Subscription
The Chairman proposed the List of Names, Positions, and Residences of Share
Subscribers and the Number of Shares Each Subscriber has signed for
subscription to the meeting for consideration.
The meeting has reviewed the list and found it to be accurate, thus
resolved unanimously to approve it as the Company's List of Shareholders.
2. To Consider Establishment of the Company's Articles of Association
The Chairman proposed the Company's Articles of Association drafted by the
founder, to be in accordance with the Civil and Commercial Code regarding
Company Partnership, to the meeting for consideration.
The meeting has considered the draft and found it to be suitable, thus
resolved unanimously to approve it as the Company's Articles of
Association.
3. To Consider Ratification of the Affairs Performed by the Founding Member
and the Expenses Incurred for Establishment of the Company
The Chairman explained that in preparation for establishment of the
Company, no founding member has performed any act binding the Company, thus
it was unnecessary for ratification. The Chairman requested the meeting to
consider the expenses incurred for establishment of the Company which
amounted ten thousand Baht.
The meeting has considered the matter and resolved unanimously to approve
such expenses as the Company's expenses.
4. To Consider Shares
The Chairman proposed the meeting to consider type and number of shares of
the Company as well as the initial payment of shares.
<PAGE>
The meeting has considered the matter and resolved unanimously to approve
that there shall be one type of shares, being ordinary shares with
indicated name and must be fully paid-up, and to call for initial payment
of one hundred Baht per share, the total of which is one million Baht
5. To Consider Election of the Company's First Board of Directors and
Establishment of the Power of Directors
The Chairman proposed the meeting to consider election of the Company's
First Board of Directors to manage the Company's affairs, and to establish
the power of the Directors authorized to act on behalf of the Company.
The meeting has considered the matter and resolved unanimously to approve
that there shall be two Directors, and the following persons have been
elected the first Board of Directors of the Company, namely:
(1) Mr. Sombat Thorntham
(2) Mr. Thanin Kokalakut
and resolved unanimously to establish the power of the Directors, namely
"the number or name of the Director authorized to sign his name to bind the
Company: one Director signs his name and affixes the Company's seal."
6. To Consider Appointment of Auditor and Fix the Remuneration
The Chairman proposed the meeting to consider appointment of the Auditor
and fix the remuneration.
The meeting has considered the matter and resolved unanimously to appoint
Mrs. Mookda Thiengtham, Certified Public Accountant No. 2493, to be the
Company's Auditor, and fix her remuneration at five thousand Baht per year.
7. Other Business (if any)
No other business has been proposed for consideration.
The meeting adjourned at 11:30 hrs.
Signed .....................Chairman of the Meeting
(Mr. Sombat Thorntham)
Certified by:
- ---------------------------------------
(Mr. Sombat Thorntham)
<PAGE>
EXHIBIT 3.5
TRANSLATION OF CORPORATE DOCUMENTS OF KING POWER
INTERNATIONAL GROUP (THAILAND) CO., LTD., A THAILAND CORPORATION
WHICH IS A SUBSIDIARY OF KING POWER INTERNATIONAL GROUP CO., LTD.,
A NEVADA CORPORATION
(stamps)
Memorandum of Association
Of
KING POWER INTERNATIONAL GROUP CO., LTD.
(Revision)
By special resolution of the Extraordinary Meeting of the Shareholders
No. 1/2541 held on January 5, 1998, and the Extraordinary Meeting of the
Shareholders No. 2/2541 held on January 20, 1998, Clause 1. of the Memorandum of
Association shall be revised as follows.
1. Name of the Company is "KING POWER INTERNATIONAL GROUP
(THAILAND) CO., LTD."
It is confirmed that the above is corresponding to the
Resolution of the Meetings mentioned above.
Signed -
(Mr. Viratana Suntaranond)
Director
No.001448 (GARUDA EMBLEM) Total 1 page
Certified that this document is identical to the
one, received by the Partnership-Company Registration
Office of Bangkok Metropolis on 30 January 1998.
Issued on 30 January 1998
- Signed -
(Miss Boonsueb Rodnimit)
Registrar
<PAGE>
TRANSLATION
Form : Bor.Or.Jor. 2
Memorandum of Association
of
KING POWER ALPHA CO., LTD.
Registration No. Bor.Khor. (1)356/2540
The particulars of the memorandum of association are hereunder :
1. Name of company: KING POWER INTERNATIONAL GROUP (THAILAND) CO., LTD.
2. Office's address : Bangkok Metropolis
3. Its objectives are listed under 36 clauses, as apparent in the enclosed
Form Wor.
4. Each shareholder shall be liable only up to the amount of unpaid shares
held by him.
"--------------------------"
- --------------------------------------------------------------------------------
No. 001435 (GARUDA EMBLEM) Total 1 page
Certified that this document is identical to the
one, received by the Partnership-Company Registration
Office of Bangkok Metropolis on 18 June 1997.
Issued on 14 January 1998
- Signed -
(Mr. Kiattisak Sirirotmahawong)
Registrar
(Signed) : - Signed - Promoter applying for company registration
(Mrs. Aimon Boonkhundha)
- --------------------------------------------------------------------------------
Page 1 of 1 page (Signed) : - Signed - Reqistrar
Document accompanying application No -1137/2540 (Mr. Songkarn Boonnumma)
<PAGE>
Form Bo OrJor.2
Memorandum of Association
of
KING POWER ALPHA CO., LTD.
Registration NoBor.Khor. (1) 356/2540
The particulars of the memorandum of association are hereunder:
1. Name of company: "KING POWER ALPHA CO., LTD."
2. Office's address: Bangkok Metropolis
3. Its objectives are listed under 36 clauses, as apparent in the enclosed
Form Wor.
4. Each shareholder shall be liable only up to the amount of
unpaid shares held by him.
"-----------------"
(Each shareholder may assume unlimited liabilities; the amount shall
be declared. If there is none, put down "...")
5. Its capital shall be one million baht (1,000,000.-) divided into
(words) (figures)
ten thousand shares (10,000), at the par value of one hundred baht ( 1OO. )
6. Number of promoters: seven . Their names, addresses, occupations,
signatures and the number of shares subscribed by them are hereunder:
(1) Mr. Vichai Raksriaksorn, occupation: Trader, age: 39 years, address:
20, Soi Phongwet Anusorn, Sukhumvit road, Bang Chak Sub-district, Phra
Khanong District, Bangkok Metropolis number of shares subscribed: One
(signature) Mr. Vichai Raksriaksorn
(2) Mr. Viratana Suntaranond, occupation : Trader, age: 52 years, address:
141-143-145, Soi Sukha 1, Tree Thong Road, Wat Ratchabophit Sub-district,
Phra Nakhon District, Bangkok Metropolis number of shres subscribed: One
(signature) Mr. Viratana Suntaranond
(3) Mr. Suwan Panyapas, occupation: Pensioner (retired government official,
age 52 years, address: 88/62, Ploenchit Road, Limpini Sub-distructm Phra
Nakhon District, Bangkok Metropolis number of shares subscribed: One
(signature) Mr. Suwan Panyapas
( 4) Mrs. Aimon Boonkhundha, occupation: Trader, age: 39 years, address:
600/1013, Village No. 14, Khu Khot Sub-district, Lam Luk Ka District,
Pathum Thani Province number of shares subscribed: One (signature) Mrs.
Aimon Boonkhundha
(5) Mr. Bombat Dechapanichkul, occupation: Employee, age: 36 address:
265-267, Yaowarat Road, Samphanthawong Sub-district, Samphanthawong
District, Bangkok Metropolis number of shares subscribed: One (signature)
Mr. Bombat Dechapanichkul
(6) Miss Malee Aviruth, occupation: Employee, age: 37 years, address:
1879/1, Rama IV Road, Lumpini Sub-district, Pathum Wan District, Bangkok
Metropolis number of shares subscribed: One (signature) Miss Mlee Aviruth
(7) Miss Anocha Kumnerdngam, occupation:Employee, age : 37 years, address:
70, Soi Charoen Nakhon 21, Charoen Nakhon Road, Bang Lamphu Lang
Sub-district, Khlong San District, Bangkok Metropolis number of shares
subscribed: One (signature) Miss Anocha Kumnerdngam
(Signed) -Signed- Promoter applying for company registration
(Mrs. Aimon Boonkhundha)
- --------------------------------------------------------------------------------
Page 1 of 2 page(s) (Signed) -Signed- Registrar
Document accompanying application No 716/2540 (Mr. Songkarn Boonnumma)
<PAGE>
Form BorOrJor.2
Certification of signatures
We, Mrs. Rinda Kampaen, aged 29, with an address at
888/60-62, Ploenchit Road, Lumpini sub-district,
Pathum Wan District, Bangkok Metropolis, and
We, Mrs. Iamwan Kaewkerd, aged 27. with an address at
888/60-62, Ploenchit road, Lumpini sub-district,
Pathum Wan District, Bangkok Metropolis
hereby certify that all the promoters signed their names in our presence.
(Signed) - Signed - Witness
(Mrs. Rinda Kampaen)
(Signed) -Signed- Witness
(Mrs. Iamwan Kaewkerd)
The memorandum of association was made on 9 April 1997
No. 057353 (GARUDA EMBLEM) Total 2 pages
Certified that this document is identical to the
one, received by the Partnership-Company: Registration [Stamps]
office of Bangkok Metropolis on 9 April 1997.
Issued on 31 December 1997
- Signed-
(Mr. Kiattisak Sirirotmahawong)
Registrar
- --------------------------------------------------------
(Signed) -Signed- Promoter applying for company registration
( Mrs. Aimon Boonkhundha)
- --------------------------------------------------------------------------------
KING POWER ALPHA CO., LTD.
Page 2 of 2 page(s) (Signed) -Signed- Registrar
Document accompanying application No. 716/2540 (Mr. Songkarn Boonnumma)
<PAGE>
TRANSLATION
Only wordings registered for legal Valid certificate must bear
purpose are certified. to determine GARUDA EMBLEM its number, registrar's
status, facts should be sough after. signature and official seal.
- ------------------------------------ ----------------------------
No. 001449 Partnership and Company Registration Office,
Bangkok Metropolis
CERTIFICATE
This is to certify that on ll September 1997 the company mentioned
hereunder effected corporate registration No (1) 766/2540 under limited company
category pursuant to the Civil and Commercial Code, the details of which on the
date of issuing this certificate are as follows
1. Name of company: "KING POWER INTERNATIONAL GROUP (THAILAND) CO.,LTD."
2. Its ...7 director(s):
(1) Mr. Vichai Raksriaksorn (2) Mr. Viratana Suntaranond
(3) Mr. Suwan Panyapas (4) Mrs. Aimon Boonkhundha
(5) Mr. Dharmnoon Prachuabmoh (6) Mr. ChenG YinG Nam
(7) Mr. Benjamin Bakul Fattedad
3. Its authorized director(s):
Mr. Vichai Raksriaksorn or Mr. Vitatana Suntaranond affixes his
signature and corporate seal.
4. Registered capital: One million baht.
5. Head office's address: 989, Rama I Road, Pathum Wan Sub- district,
Pathum Wan District, Bangkok Metropolis
6. Its objectives are listed under 36 clauses -- as per details in the 4
sheets of photocopies, affixed with registrar's signature and seal of
Partnership and Company Registration Office, attached hereto.
Remarks : The Company was formerly name "KING POWER
INTERNATIONAL CO., LTD." was registered unter the name of
"KING POWER INTERNATIONAL GROUP (THAILAND) CO., LTD." on 30
January 1998
Date of issue: 30 January 1998
-signed-
(Miss Boonsueb Rodnimit)
Registrar
Seal of Prtnership and Company registration Office
<PAGE>
PARTICULARS OF OBJECTIVES
This copy is attached to the certificate
- Signed
Miss Boonsueb Rodnimit
Registrar
Seal of Partnership & Company Registration
Bangkok Metropolis Office
GENERAL OBJECTIVES
(1) To buy, acquire, accept, hire, hire purchase, take possession of,
occupy, develop, use, and to deal in all other ways with any properties and
interests accruing thereon.
(2) To sell, transfer, mortgage, pledge, exchange, and to dispose of
any properties in all other ways.
(3) To act as broker, agent, sale representative in all business
enterprises, except for dealing in insurance business, recruiting association
members, and securities.
(4) To borrow, overdraw from bank, juristic person, or any other
financial institution, lend or render credit otherwise with or without security,
take on, issue, transfer, and endorse bill or any other negotiable instrument,
except for the business of bank, finance, and credit foncier.
(5) To set up branch or agency, both inside and outside the country.
(6) To enter as limited liability partner into a limited partnership,
or as shareholder into a company limited or public company.
OBJECTIVES OF COMMERCIAL OPERATION
(7) To trade living animals, eviscerated meat, fit~zen meat, and canned
meat.
(8) To trade rice, maize, cassava, tapioca, coffee, cashew nut, beans,
sesame, castor beans, oil palm, jute, cotton, kapok, farm produce, products of
the aforesaid goods, lac, leather, horn, wood, mineral, rubber, raw rubber,
sheet rubber, or any other rubber made or acquired from any part ofrubber plans,
forest produce, herbs,and any other agriculturalproduce.
(9) To trade vegetable, fruit, bamboo shoot, pepper, garden crops,
cigarette, tobacco, refreshment, drinking water, mineral water, juice, liquor,
beer, fresh food, dried food, processed food, canned seafood, canning,
seasoning, sauce, sugar, vegetable oil, feedstuff, and any other consumer
product.
<PAGE>
-2-
This copy is attached to the certificate
- Signed
Miss Boonsueb Rodnimit
Registrar
Seal of Partnership & Company Registration
Bangkok Metropolis Office
(10) To trade fabric, synthetic fibre textile, thread, elastic thread,
nylon fibre, synthetic fibre, elastic yarn, clothes, garment, apparel, ornament,
socks, stockings, leatherware, shoes, bags, any other consumer equipment,
textile, sports equipment.
(11) To trade domestic appliance, home equipment, furniture, glassware,
kitchen utensil, refrigerator, air conditioner, air purifier, fan, air sucker,
electric rice cooker, electric iron, heater, coolong machine, microwave oven,
electric appliance, electric equipment, spare parts and accessories thereof.
(12) To trade construction materials, construction equipment end
instrument, all kinds of mechanic tool, paint, painting instrument, building
decoratives, steelware, copperware, brassware, coated ware, sanitary were,
plumbing equipment, spare parts and accessories thereof.
(13) To trade machinery, engine, mechanical equipment, labour-saving
machine, vehicle, generator, water pump, waste water treatment plant, and trash
disposing plant.
(14) To trade fuel oil, coal, any other product generating energy, and
fuel oil service station.
(15) To trade medicine, drug, pharmaceutical products, chemical
products, medical instrument, scientific implement, fertilizer, plant foe
eradicating drug, all kinds of plant and animal nutritious drug.
(16) To trade cosmetics, beautifying instrument end equipment.
(17) To trade paper, stationery, textbook, printed form, books,
studying and teaching equipment, photograph and cinema taking equipment,
calculator, printer, printing equipment, printed matter, newspaper, cabinet,
office equipment, communication instrument, computer, accessories and spare
parts thereof.
(18) To trade gold, copper red, silver, diamonds, gems, and any other
jewel including imitation thereof.
<PAGE>
-3-
This copy is attached to the certificate
- Signed
Miss Boonsueb Rodnimit
Registrar
Seal of Partnership & Company Registration
Bangkok Metropolis Office
(19) To trade plastic granule, or processed condition.
(20) To trade artificial rubber, scientific process.
(21) To import and export the products under the objectives.
(22) To tender for sale of products under the objectives to any person,
body of persons, juristic person, government agency, and state organization both
locally and overseas.
<PAGE>
This copy is attached to the certificate
- Signed
Miss Boonsueb Rodnimit
Registrar
Seal of Partnership & Company
Registration Bangkok Metropolis Office
PARTICULARS OF OBJECTIVES
-------------------------
of
King Power Alpha Co.. Ltd.
The Company has 36 objectives as follows:
(23) To engage in construction business, undertaking construction of
residential, commercial buildings, and office buildings, roads, bridges, dams
and tunnels, and undertaking all civil engineering works.
(24) To operate hotels, restaurants, bars and nigh clubs.
(25) To operate transportation and handling of goods and passengers by
land, sea, and air domestically and internationally; to operate all types of
goods handling, customs clearance and freight arrangement service.
(26) To operate tours and all related businesses.
(27) To operate foreign exchange business (with Finance Ministry's
permission)
(28) To operate the business of collectior`, compilation and
publication of data and statistics on agriculture', industry, commerce, finance
and marketing; to analyze and assess business performance.
(29) To operate legal, accounting, engineering and architectural
services, and engage in advertising business.
(30) To provide a service of guarantee for debts, liabilities,
contractual obligations and persons travelling in and out of the country
pertaining to the Immigration Act, taxation law and other laws.
(31) To provide consultation service, dealing with the problems cf
management, commerce, industry, production, marketing and distribut~on.
(32) To operate a service business as a manager to take care of,
collect and manage the property of other persons.
(33) To operate private hospitals and clinics, offering medial
treatment and training in medicine and sanitation.
<PAGE>
This copy is attached to the certificate
- Signed -
Miss Boonsueb Rodnimit
Registrar
Seal of Partnership & Company
Registration Bangkok Metropolis Office
PARTICULARS OF OBJECTIVES
of
King Power Alpha Co., Ltd.
The Company has 36 objectives as follows:
(34) To produce and distribute movies and operate movie houses,
theatres, resorts, sports grounds, swimming pools and bowlin~ halls.
(35) To operate service stations, providing services of vehicle
maintenance, washing, anti-rusting agent coating for all types of vehicles as
well as installation, inspection and repair of vehicle security system.
(36) To bid for individuals, groups of persons, corporations,
authorities and government agencies for the supply of goods and provision of
services under its business objectives.
Signed Founder/Registration Applican
(Mrs. Aimon Boonkhan)
- --------------------------------------------------------------------------------
Page 4 of 4page(s) (Signed) - Signed - Registrar
Document accompanying application No /2540 (Mr. Songkhan Bunnamma)
<PAGE>
No. 057354 (GARUDA EMBLEM) Total 2 Pages
Certified that this document is identical to
the one, received by the Partnership-Company
Registration Office of Bangkok Metropolis on
11 September 1997
Issued on 31 December 1997
(Signed) : Mr. Kiattisak Sirirotahawong
Registrar
(TRANSLATION)
ARTICLE OF ASSOCIATION
OF
KING POWER INTERNATIONAL GROUP (THAILAND) CO., LTD.
Chapter 1 : General
Article 1. Unless otherwise prescribed, the relevant provisions of the
Civil and Commercial Code involving Company Limited are applicable herein.
Article 2. Where modification or revision of any provisions hereof is
considered advisable, a proposal to that effect be made to the shareholder
meeting for necessary action to be taken by it, to effect legally the required
modification or revision thereof.
Chapter 2. : The Shares and shareholders
Article 3. All the company's shares are ordinary shares, with bearers'
names, fully paid up, and the share certificates shall bear the signature of at
least one of the Company's directors, duly affixed with the Company's seal.
Article 4. Assignment of share shall be effected through a written
commitment to that effect, signed by both the assignor and the assignee, and
attested by two witnesses, and it is to be valid for application to the company,
or any outsiders, only after it has been duly recorded in the Shareholder
Renister.
Article 5. The company can neither hold nor take in pledge its own shares.
Chapter 3 : The Directors
Article 6. What proper number the company should have shall be left to be
decided by the General Meeting of the Shareholders at its discretinn
Article 7. Should a directorship become vacant for whatever reason other
than completion of the office term, the Board may appoint anyone to fill the
vacancy subject to the condition that the one so appointed shall assume his term
office equal to that yet remaining for the one, whom he has replaced.
Article 8. A meeting of the Board of Directors requires the attendance of
no less than half the number of its members, to form a quorum, eligible for
discussing its business.
Article 9. The Board of Directors shall be held fully responsible for the
management of all the Company's business, and it shall appoint one among its
members as its Chairman.
(Signed) -Signed- Director
(Mr. Vichai raksriaksorn)
<PAGE>
-2-
Chapter 4 : The Shareholder Meeting
Article 10. The general meeting of all the shareholders shall be held
within six months from the date of the Company's registration, and once yearly
thereafter. Such a meeting is to be called the ordinary meeting, and all other
meetings to be called extraordinary meetings.
Article 11. An extraordinary meeting may be held at any time by the Board
of Directors, or whenever asked for by the shareholders, numbering no fewer than
one fifth of the Company's shares, in a joint petition therefor, jointly signed
by them.
Article 12. The notice, calling for the holding of the general meeting each
time, shall be advertised twice, at least, in one local newspaper, or letters
advising its holding, be sent to each and every shareholder, at least, seven
days, prior thereto.
Article 13. A shareholder, who is unable to attend the meeting in person,
may authorize someone to attend the meeting as its oroxv.
Article 14. The chairman of the Board of Directors shall preside over all
the meetings of shareholders, and in the case, where there is no chairman or
where the Chairman is not present at the meeting, one among the shareholders
attending that meeting shall be elected by the meeting as its chairman.
Article 15. A general meeting requires the attendance of shareholders,
holding together no less than one fourth of the total shares, to make a quorum.
Any resolution passed by the meeting shall be decided on the basis of a majority
vote, and should the voting end in a tie, the Chairman'of the meeting is
entitled to cast another vote as the deciding vote.
Chapter 5. Balance Sheet
Article 16. The Board shall prepare the balance sheet, showing the
Company's assets and liabilities, and profit and loss, in each of its yearly
accounting period beginning on the 1st January, and ending on 31st December each
year.
Article 17. The Company's balance sheet shall be audited and certified by
at least one auditor, and submitted to the shareholder meeting for necessary
approval, within four months from the date of its certification.
<PAGE>
-3-
Chapter 6 : Dividend and Reserve Fund
Article 18. Making payment of dividend each time, the Company shall set
aside, as its reserve fund, as sum of not less than one twentieth of the net
profit, earned by the Company from its business operation, until the reserve
fund has increased to one tenth of the Company's capital fund or over.
This Article of Association has been approved at the meeting held for the
incorporation of the Company on the 10th September 1997.
(Signed) - signed - Director
(Mr. Vichai Raksriaksorn)
stamps
EXHIBIT 10.1
TRANSLATION
Siam Tower
The Lease Agreement
This lease agreement is made at The Bangkok Intercontinental Hotels
Co.,Ltd. On October 17th, 1997.
Between
The Bangkok Intercontinental Hotels Co.,Ltd. Residing at 979 Rama I Road
Pathumwan Sub-District, Pathumwan District, Bangkok Metropolis. Herein referred
to as "The Lessor" of the one part.
With
King Power International Group Co.,Ltd. (Whose have 1. Mr.Vichai
Raksriaksorn 2. Mr.Viratana Suntaranond 3. Mr. Suwan Panvapas 4. Mrs.Aimon
Boonkhundha 5. Mr. Dharmnoon Prachuaabmoh 6. Mr. Cheng Yin Num 7. Mr. Benjamin
Bakul Fatteded are the directors,and the member of the authorized directors is
Mr. Vichai Raksriaksorn or Mr. Viratana Suntaranond affixes his signature and
corporate seal.)
By Mr. Vichai Raksriaksorn
-----------------------
The position is Board of Directors.
-------------------
The head office is 989 Rama I Road. Pathumwan Sub-District. Pathumwan District
Bangkok Metronolis.
The place of the lease is 26-27 Floor Siam Tower Building Tel.6580020 49 Fax No.
6580050. Herein referred to as "The Lessee" of the other part.
(A) The lessor is the owner of the area under the name "Siam Tower". The address
is 989 Rama I Road, Pathumwan Sub-District, Pathumwan District, Bangkok
Metropolis (Herein after referred to as "Office Building") and
(B) The Lessee is desirous to lease and The Lessor agree to lease the office
area.
Both of parties have throughly read and understood all the rules of the
leasing as attached the agreement, and accept one of the part of this agreement,
so they agree to made the agreement as the following;
The lessee agree to lease and the lessor agree to lease the office area on 26-27
Floor. Each of them is 1.364 Sq.m. The total area is 2,728 Sq.m. The Lessor and
The lessee are checking together. (Herein refered to as "The Leasing") The
located and all details as attached with paint which of the part of the lease
agreement.
<PAGE>
The duration of leasing is beginning at November 1 st 1997 Until October 31 st
2000, by The Lessor and The Lessee agree to pay the rate of 148 Baht/Sq.m
The Lessee agree to pay the lease to The Lessor since May 1st, 1998. It was rate
for monthly 148 Baht/Sq.m. (One hundred forty eight only) The total amount is
403 744 Baht/Month. (Four hundred three thousand seven hundred forty four only).
The Lessee agree to lease in order to use for office only.
The Lessee shall complete decoration of the leased space and launch operation on
February 1, 1998. If the lessee is unable to launch its operation by the said
schedule due to force majeure on the Lessee stated in section 13 of the lease
conditions and the Lessee notifies the Lessor of the incident in 3 days from the
date incident takes place and the Lessor agrees with; or the Lessor hands over
the leased space to the Lessee late as stated in section 2 of lease conditions,
the Lessor shall postpone collection of the rent and other charges or fees. The
Lessee is due to pay the Lessor for the period of the force majeure or the
period of late delivery of the space.
For contract security of the agreement of The Lessee and other damage it may be
happen to the lessor, the lessee agree for guarantee deposit to the lessor equal
highest rate, for 3 (three) month, grand total 1,211,232 Baht (one million two
hundred eleven thousand two hundred thirty two only) which the date for sign the
lease agreement . The lease paid for guarantee deposit for lease to The Lessor
for the amount 1,211,232 Baht (One million two hundred eleven thousand two
hundred thirty two only)
Before to do the decoration for the lease premises. The Lessee must be give the
guarantee deposit for the damage amount 160,000 Baht (One hundred sixty thousand
only) if pay by cheque, it will be complete for payment when The Lessor already
received the money from that cheque.
For any reason for payment by cheque to The Lessor. We will complete that
payment when The Lessor received the money from that cheque.
This agreement is made two duplicates. Both parties have throughly read the
contained and acknowledge the same to be correct, and affixes their signatures
and corporate seal (if any) in the presence of the witness.
<PAGE>
The Lessor The Bangkok Intercontinental
Hotels Co.. Ltd
Signature
By.....................................
(Mr. Panas Simasathien)
Signature
.......................................
Signature
Witness................................
Signature
.......................................
(Mrs. Panjai Thongurai)
The Lessee King Power International
Group Co Ltd.
(Stamp)
By.....Signature.......................
(Mr. Vichai Raksriaksorn)
Signature
Witness................................
Signature
.......................................
(Mr. Narunart Numahun)
EXHIBIT 10.2
(TRANSLATION)
CONTRACT ON PERMISSION TO SELL DUTY FREE
MERCHANDISE AND TO LEASE PREMISES TO ENGAGE
IN BUSINESS AT THE BANGKOK AND REGIONAL AIRPORTS
DUTY STAMP Contract No. 6-04/2539
THIS CONTRACT is made on the 6th day of March 1996 at the Airports Authority of
Thailand between THE AIRPORTS AUTHORITY OF THAILAND by Air Chief Marshal Chanin
Chandrubeksa, the Governor, hereinafter referred to as "AAT" of the one part and
J.M.T.DUTY FREE CO., LTD., a limited company incorporated under the Civil and
Commercial Code, having tile head office located at 888/60-62 Ploenchit Road,
Lumpini Sub- District, Pathumwan Districi, 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 No. 4414 dated February 26, 1996, hereinafter referred to as the
"Supplier" of the other part.
WHERAS AAT is desirous to make available the service of sale of duty free
merchandise to passengers at the Bangkok Airport and regional airports which are
under the supervision of AAT, i.e. the Chiangmai Airport, Hat Yai Airport and
Phuket Airport.
WHERAS The Supplier has knowledge, skill and experience and has been granted
permission from AAT to engage in the said business.
NOW, THEREFORE, AAT and the Supplier hereby agree as follows:
AAT agrees to permit the Supplier to engage in the business within the airports
and to lease premises therein in order to operate the business/herein
contemplated subject to the conditions detailed in the "Contract Conditions for
Engagement in Business in Airports and Lease of Premises for Engagement in
Business" and the following Appendixes attached hereto and which are deemed
parts hereof:
Appendix A. List Showing Details of Leased Premises, Duration of Lease,
Rental, Charges and Plans of Leased Premises.
Appendix B. Contract Security.
Appendix C. Documents Showing the Incorporation and the Authorized Person
of the Supplier.
Appendix D. Other (if any);
1
<PAGE>
This Contract 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.
ATT Supplier
- --- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
- ------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Suwan Panyapas) (Mr. Somjit Nupui)
2
<PAGE>
(TRANSLATION)
CONTRACT CONDITIONS FOR ENGAGEMENT
IN BUSINESS IN AIRPORTS AND LEASE OF
PREMISES FOR ENGAGEMENT BUSINESS.
CHAPTER 1. GENERAL PROVISIONS
1.1 Scope of Engagement in Business
AAT agrees to permit the Supplier to engage in the business in the airports
as detailed in Chapter 2 hereof.
1.2 Premises for Engagement in Business
The Supplier shall engage in the business under this Contract in the
premises as designated by AAT, the details of which are shown in Appendix
A. The Supplier agrees to lease the said premises for engagement in the
business and shall, as the lessee, comply with the conditions herein
stipulated in all respects.
1.3 Duration of Contract
AAT agrees to permit the Supplier to engage in the business and to lease
the premises therefor for a duration set forth in Chapter 2 hereof.
1.4 Remuneration, Rental and Method of Payment
1.4.1 In consideration to the permission granted for the engagement in
business and lease of premises, the Supplier agrees to pay to AAT
remunerations and rental as follows:
(a) Fee for the execution of contract in the amount of Baht 8,334
(Eight thousand three hundred and thirty four Baht) which is not
inclusive of VAT.
(b) Remuneration payable from the business engaged and time for
payment thereof shall be as stipulated in Chapter 2.
(c) Rental and charges shall be as stipulated in Appendix A.
1.4.2 The fee stipulated in Clause 1.4.1 (a) is to be paid to AAT on the
date hereof.
1
<PAGE>
1.4.3 The Supplier agrees to pay the rental and charges as stipulated in
Appendix A to AAT monthly in advance within the 5th day of every
month.
1.4.4 The Supplier consents to bear all the expenses to be incurred in
engagement in the business, e.g. charges relating to the electricity,
telephone, water supply or other costs and agrees to pay the same to
AAT within the period fixed in the invoices relating to such
respective expenses.
1.4.5 The Supplier agrees to pay for AAT all the duty, levy and fees to be
incurred from the engagement in business and which are 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 as herein specified by AAT, the Supplier consents
for AAT to charge the same at the rate as amended.
1.4.6 All the payments as herein required shall be made to the Financial
Section, the Financial Division of AAT. Upon such payments have been
duly made by the Supplier to AAT, AAT shall issue relevant receipts
therefor to the Supplier. All such receipts must bear the joint
signatures of the Chief of the Financial Section, the Financial
Division of AAT or any person entrusted therefor and of the Chief of
the Receipt-Payment Works, the Financial Section, the Financial
Division of AAT or the person ntrusted as the financial officer of
AAT.
1.4.7 If the Supplier is in default of payment of any of the remunerations,
rental, duty and charges herein payable to AAT, the Supplier consents
to pay a penalty to AAT 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.
The upplier agrees that the right mentioned in the preceding
paragraph shall not prejudice the right of AAT to terminate this
Contract and to claim for other damages.
1.5 The Supplier's Obligations
1.5.1 In engaging in the business herein stipulated, the Supplier shall use
its skill, care and effort in accordance with the standard applied by
other suppliers in the same business, and shall take into account the
reputation and image of AAT.
2
<PAGE>
1.5.2 Except a prior written consent is given by AAT, the Supplier shall
neither assign the business herein stipulated nor grant a consent for
any person to engage in the business whether in whole or in part.
Even though such consent is granted by AAT, the Supplier shall still
assume all liabilities to be incurred from the engagement in the
business herein stipulated.
1.5.3 The Supplier shall comply with the law, whether now in force or to be
in force in the future, elating to the engagement in business herein
stipulated.
1.5.4 The Supplier shall comply with the special obligations stipulated in
Chapter 2 hereof.
1.6 The Supplier's Obligations as Lessee of Premises Required for Engagement in
Business under this Contract.
1.6.1 Except a prior written consent is given by AAT, the Supplier shall
not use the leased premises for any purpose other than for engagement
in the business herein stipulated.
1.6.2 Except a prior written consent is given by AAT, the Supplier shall
not, whether in whole or in part, sublease or assign the lease or
consent any person to exploit the leased premises.
1.6.3 Except a prior written consent is given by AAT, the Supplier 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 AAT's property as
from the date from which such alteration, modification, addition or
repair is made thereto, and the Supplier shall not be entitled to
claim for any costs therefor or any damage from AAT.
1.6.4 The Supplier shall always keep and maintain the leased premises in a
tidy and clean condition. Should the leased premises be dirty,
cluttered or deteriorated, the Supplier shall properly clean or
repair the same at the Supplier's expenses.
1.6.5 The Supplier shall, at its own expense, make available at the leased
premises fire extinguishers which are approved by AAT.
3
<PAGE>
1.6.6 The Supplier shall comply with and shall ensure that the Supplier's
dependents or persons appointed, entrusted, employed or engaged by the
Supplier to work in the business, comply with all related orders,
rules or regulations of AAT whether the same are currently in force or
which will be prescribed in the future. The Supplier 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, the Supplier shall be liable to AAT for any damage incurred as
a result of the act of any such persons as if it was the act of the
Suppliers.
1.6.7 Throughout the period for which the lease of premises is still in
effect, the Supplier will, from time to time and for a reasonable
duration, allow AAT or its personnel to inspect the leased premises
and facilitate such personnel in making such inspection.
1.7 Termination
1.7.1 Except as otherwise stipulated in Chapter 2 hereof, during the period
of this Contract, AAT 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 the Supplier not less than thirty (30) days
in advance. The Supplier agrees not to institute any lawsuit or claim
for any damage against AAT as a result thereof.
1.7.2 Each of the stipulations of this Contract is of essence. Should the
Supplier commit or fail to commit any act in violation of any
stipulation of this Contract or become bankrupt, AAT is entitled to
immediately terminate this Contract and to claim for damage including
to forfeit the contract security herein given.
1.8 Cessation of Business and Return of Leased Premises.
1.8.1 Upon the expiry of the term of this Contract or the exercise by AAT
of its right to terminate this Contract in accordance with Clause 1.7,
as the case may be, this Contract shall be deemed to be immediately
terminated. The Supplier shall then cease to engage in the business,
demolish or remove the Supplier's properties from the leased premises
and return the leased premises to AAT 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.
1.8.2 Should the Supplier fail to comply with the stipulation of Clause
1.8.1, the Supplier consents for AAT to immediately repossess the
leased
4
<PAGE>
premises including to demolish or remove the Supplier's properties
from the leased premises. The Supplier consents to bear all the
expenses incurred by AAT therefor. Should there be any damage incurred
therefrom, the Supplier shall not claim for any damage.
1.8.3In addition to the consent given to AAT to repossess the leased
premises and to demolish or remove the Supplier's properties therefrom
as mentioned in Clause 1.8.2, the Supplier also consents to pay a
daily penalty to AAT at the rate stipulated in Chapter 2 to be
calculated from the date following the due date required for the
Supplier to cease the business and return the leased premises until
the Supplier and its dependents shall have vacated the leased premises
and properly returned the same or until AAT has duly completed the
acts stipulated in Clause 1.8.2, as the case may be.
1.9 Dispute
The Parties agrees to refer any dispute arisen out of this Contract to
any Court of competent jurisdiction within Bangkok Metropolis.
CHAPTER 2. SPECIAL PROVISIONS
2.1 Scope of Engagement in Business
2.1.1AAT agrees to permit the Supplier and the Supplier agrees to engage
in the business of sale of duty free merchandise at the Bangkok
Airport and other regional airports under the supervision of AAT, i.e.
Chiangmai Airport, Hat Yai Airport and Phuket Airport, to persons
using the services of such airports.
2. 1.2 In engaging in such business, AAT agrees to let and the Supplier
agrees to lease the premises and areas within the Bangkok Airport,
Chiangmai Airport, Hat Yai Airport and Phuket Airport, the details of
which are shown in Appendix A hereto, hereinafter referred to as the
"Leased Premises".
2.2 Construction or Decoration or Renovation
During the period of this Contract, if the Supplier is desirous to make any
decoration or renovation of, install any equipment or apparatus in or make
any necessary additional construction to the Leased Premises, the Supplier
shall propose the plans therefor for AAT's prior approval, and shall later
do so at the sole expense of the Supplier. Any such construction,
decoration, renovation or installation shall be made in a discerning and
orderly manners. The materials to be used therefor must
5
<PAGE>
be of good quality and contemporary. The Supplier consents for such
construction, decoration, renovation or installation to become the property
of AAT as from the date the same is made thereto, and the Supplier shall
not claim for any expense OF remuneration therefor against AAT.
2.3 Duration of Contract
2.3.1AAT agrees to permit and the Supplier agrees to engage in the business
of sale of duty free merchandise herein stipulated for a period of 5
years commencing from January l, 1997 to December 31, 2001.
2.3.2AAT agrees to let and the Supplier agrees to lease the Leased
Premises for a period stipulated in the List attached hereto as
Appendix A.
2.4 Remunerations for Permission to Engage in the Business of Sale of Duty Free
Merchandise and Method of Payment
2.4.1The Supplier agrees to pay the remunerations for the permission
granted to engage in the business of sale of duty free merchandise as
follows:
a) monthly remuneration payable to AAT at the rate of 15 (fifteen)
percent of the gross receipt of all the duty free merchandise
sold in each month.
b) monthly remuneration payable to the Department of Customs at the
rate of 15 (fifteen) percent of the gross receipt of all the duty
free merchandise other than the indigenous merchandise, sold in
each month
2.4.2The remunerations payable to both AAT and the Department of Customs
under Clause 2.4.1 shall in the aggregate be not less than the amount
of the remuneration fixed for each respective years as follows:
1997 : Commencing from January 1, 1997 to December 31,1997, the
Supplier agrees to pay the remunerations at the minimum of Baht
650,000,000 (Six hundred fifty million Baht);
1998 : Commencing from January 1, 1998 to December 31,1998, the
Supplier agrees to pay the remunerations at the minimum of Baht
675,000,000 (Six hundred seventy five million Baht);
1999 : Commencing from January 1, 1999 to December 31 1999, the
Supplier agrees to pay the remunerations at the minimum of Baht
700,000,000 (Seven hundred million Baht);
6
<PAGE>
2000 : Commencing from January 1, 2000 to December 31, 2000, the
Supplier agrees to pay the remunerations at the minimum of Baht
725,000,000 (Seven hundred twenty five million Baht);
2001 : Commencing from January 1, 2001 to December 31, 2001, the
Supplier agrees to pay the remunerations at the minimum of Baht
750,000,000 (Seven hundred fifty million Baht).
2.4.3The remuneration which the Supplier agrees to pay to AAT and the
Department of Customs under Clause 2.4.1 or 2.4.2 is not inclusive of
VAT for which the Supplier shall deal with the same as required by
law.
2.4.4The Supplier agrees to pay the remuneration stipulated under Clause
2.4.1 (a) to AAT, to pay or file the VAT stipulated under Clause 2.4.3
for AAT and to provide AAT with a report certifying the total sale of
the duty free merchandise made during each month, all within the 20th
day of the following month.
2.4.5The Supplier agrees to pay the remuneration stipulated in Clause
2.4.1 (b) to the Department of Customs and to pay or file the VAT
stipulated in Clause 2.4.3 for the Department of Customs in accordance
with the conditions and method to be prescribed by the Department of
Customs.
2.4.6In case the total remuneration agreed to be paid by the Supplier in
any year is less than the minimum remuneration required to be paid by
the Supplier in that respective year, the Supplier shall pay the
deficit thereof to AAT within 30 days from December 31 of the
respective preceding year.
2.4.7Should the Supplier fail to pay or file the VAT in the manner as
herein required, the Supplier shall be responsible to pay for such tax
including the penalty and surcharge imposed by law thereon.
2.5 Special Obligations
2.5.1In engagement in the business of sale of duty free merchandise at the
Bangkok Airport and other regional airports within the supervision of
AAT, AAT has permitted other supplier to engage in the same business.
The Supplier shall, therefore, comply with the obligations herein
agreed upon with AAT in all respects. Should there be any dispute, AAT
shall render a decision on the same and the Supplier shall comply with
AAT's suggestion thereon.
7
<PAGE>
2.5.2Unless a written consent is given by AAT in advance, the Supplier
shall not transfer, whether in whole or in part, the business of the
sale of duty free merchandise under this Contract to any third party.
2.5.3Unless a written consent is given by AAT in advance, the Supplier
shall neither assign nor sublease, whether in whole or in part, the
Leased Premises
2.5.4Should the business of sale of duty free merchandise as herein
permitted, whether in whole or in part, is subject to an approval to
be granted by a competent officer under any law, rules or regulations
of the relevant Governmental departments or bodies, the Supplier shall
obtain the approval from such competent officer who is acting under
the said law, rules, or regulations.
2.5.5For each fiscal year of the Supplier, the Supplier shall, at its own
expense, have its auditor to certify in writing to AAT every year of
the turnover of the sale of duty free merchandise made in each
respective years.
2.5.6In engaging in the business under this Contract, should the Supplier
or the persons appointed, entrusted or employed by the Supplier to
work in its business, cause any damage to the property or reputation
of AAT, the Supplier shall be liable to the same and shall, upon being
notified by AAT in writing, pay for all damages incurred to AAT.
2.5.7During engagement in the business under this Contract, should there be
any severe crisis incurred, e.g. war or civil commotion and etc., by
which it causes decrease in the number of air passengers and which may
affect the turnover of the sale of duty free merchandise, and thereby
preventing the Supplier from being able to pay to AAT the agreed
minimum yearly remuneration as stipulated in Clause 2.4.2, in such
event, AAT and the Supplier agree to discuss a suitable rate therefor
provided AAT's conclusion on the same shall be final and the Supplier
shall not make any dispute thereto.
2.5.8In engaging in the business of sale of duty free merchandise as
herein stipulated, the Supplier agrees to comply with the following:
2.5.8.1 The duty free merchandise to be sold or kept in the bonded
warehouse, shall be those permitted by the competent authority
under the customs law.
8
<PAGE>
2.5.8.2 The Supplier shall open - close the business premises for
making the sale of duty free merchandise under the following
conditions:
- For the Bangkok Airport, the business hours must be opened -
closed at least from 06.00 a.m. - 02.00 a.m. everyday.
- For the regional airports, i.e. the Chiangmai Airport, Hat Yai
Airport and Phuket Airport, the business premises for sale of
duty free merchandise must be opened 30 minutes prior to the
first arriving or departing flight at or from that respective
regional airport and be closed 1 hour after the last arriving or
departing flight at or from that respective regional airport
everyday.
2.5.8.3 The price tags of the duty free merchandise available for
sale, must be displayed in a conspicuous manner, and the currency
thereof shall be in Thai Baht and/or other currency as it is deemed
appropriate.
2.5.8.4 The Supplier shall supervise and train its staff or employees
or persons whom are assigned to perform the works under this Contract
to dress properly and to have polite manners while making the sale of
merchandise or performing other duties under this Contract.
2.5.8.5 Neither signboard nor advertising object shall be installed
unless a prior written permission is granted by AAT.
2.5.9The Supplier agrees to provide shares to AAT equal to 5 (five) percent
of its registered capital which is equivalent to Baht 10,000,000 (Ten
million Baht).
2.6 AAT's Reservation
2.6.1 During engagement in the business under this Contract, AAT reserves
the right to have its personnel to, from time to time and for any
reasonable duration or in case of necessity, inspect the business premises
and to examine documents relating to the sale of duty free merchandise
under this Contract. The Supplier shall in any event facilitate AAT or any
of such AAT's designated personnel therefor.
2.6.2 During the period of this Contract, AAT reserves the rights, by
advance notice to the Supplier, to adjust the rental and any charges
relating to the lease of the business premises as AAT deems it appropriate
9
<PAGE>
and consistent with the economic situation, and the Supplier agrees to
accept the new rates of rental and charges adjusted by AAT.
2.7 Contract Security
In entering into this Contract, the Supplier agrees to provide a contract
security in a form of cash or a bank guarantee issued by any local bank, to
secure its performance under this Contract, the details of which is
attached hereto as Appendix B.
2.8 Measurement of the Leased Area
The area of the '[eased or business premises as shown in Appendix A hereto
is only an estimate for the purpose of calculating the rental and related
charges, AAT shall, upon the completion by the Supplier of the renovation
or decoration of the business premises, measure the actual area thereof for
making calculation based upon the same. AAT shall inform the result thereof
in writing to the Supplier and the Supplier shall acknowledge the same in
writing. Such AAT's notice and the Supplier's acknowledgement shall form
part hereof.
2.9 Damage
Should the Supplier not comply with the stipulation of Clause 1.8.1, the
Supplier agrees to pay damage to AAT at the rate of Baht 4,246,300 (Four
million two hundred forty six thousand three hundred Baht) per day.
2.10 Right of Termination
During the period of this Contract, AAT is entitled, it so desired, to
terminate this Contract prior to its terms by giving a written notice
therefor to the Supplier not less than 180 (One hundred eighty) days in
advance, and the Supplier agrees not to institute any lawsuit or claim for
any damage against AAT.
10
<PAGE>
<TABLE>
<CAPTION>
LIST SHOWING DETAILS OF LEASED PREMISES, DURATION OF LEASE, RENTAL, CHARGES AND
PLANS OF LEASED PREMISES ATTACHED TO THE CONTRACT ON PERMISSION
TO SELL DUTY FREE MERCHANDISE AND
TO LEASE PREMISES TO ENGAGE IN BUSINESS AT THE BANGKOK AND REGIONAL AIRPORTS
Contract No. 6-04/2539 dated March 6. 1996
Appendix A
(Total 13 Pages)
Page 1
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Particulars Area in Rental Rate Rental Charges Housing and Lease Period
Square Baht/Sq.m. Land Tax ---------------------------------
Meter /month Baht/month Baht/month Baht/month From Up to
(Sq.m.)
- ------------------------------------------------------------------------------------------------------------------------------------
Areas and Counters within the Bangkok
Airport
- -------------------------------------
- Transit Lounge 60.00 750.- 45,000.- 6,750.- 5,625.- January 1, 1997 December 31, 2001
- Passenger Arrival Hall (No. 1749) 72.50 750.- 54,375.- 8,156.25 6,796.88 January 1, 1997 December 31, 2001
- No. 1349 (E) 7.50 750.- 5,625.- 843.75 703.13 January 1, 1997 December 31, 2001
- Nos. 1361, 1361 A 60.00 750.- 45,000.- 6,750.- 5,625.- January 1, 1997 December31, 2001
- Passenger Departure Hall 260.00 750.- 195,000.- 29,250.- 24,375.- January I, 1997 December 31, 2001
- NQ. 3303 B 34.- 750.- 22,500.- 3,825.- 3,187.50 January 1, 1997 December 31, 2001
- No. 3342 A, 3342 B, 3344, 3345, 3346 363.00 750.- 272,250.- 40,837.50 34,031.25 January 1, 1997 December 31, 2001
- Departure area on the 3rd floor
(additionally provided) 240.00 750.- 180,000.- 27,000.- 22,500.- January 1, 1997 December 31, 2001
Areas and Counters within Chiangmai
Airport
- -------------------------------------
- Passenger Arrival Hall 20.00 400.- 8,000.- 1,200.- 1,000.- January 1, 1997 December 31, 2001
- PassengerDepartureHall 40.00 400.- 16,000.- 2,400.- 2,000.- January 1, 1997 December31, 2001
Areas and Counters within Hat Yai
Airport
- ------------------------------------
- Passenger Departure Hall 60.00 400.- 24,000.- 3,600.- 3,000.- January 1, 1997 December 31, 2001
- Passenger Arrival Hall 13.40 400.- 7,360 - I,104.- 920 - January 1, 1997 December 31, 2001
<PAGE>
Page 2
- ------------------------------------------------------------------------------------------------------------------------------------
Particulars Areaa in Rental Rate Rental Charges Housing Lease Period
Square Baht/Sq.m. Land Tax ----------------------------------
Meter /month Baht/Month Baht/month Baht/month From Up to
(Sq.m.)
- ------------------------------------------------------------------------------------------------------------------------------------
Areas and Counters within Phuket
Airport
- PassengerDeparture Hall 146.00 400.- 58,400.- 8,760.- 7,300.- January 1, 1997 December 31, 2001
- Passenger Arrival Hall 6 1.00 400.- 24,400.- 3,660.- 3,050.- January I, 1 997 December 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
AAT Company
--- -------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntarannond)
Witness Witness
------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Somjit Nupui) (Mr. Suwan Panyapas)
[ELEVEN PAGES OF ARCHITECTUAL DRAWINGS OMITTED]
<PAGE>
Appendix B
CONTRACT SECURITY
-----------------
1. In entering into this Contract, the Supplier agrees to provide a contract
security either by cash or a letter of guarantee of any domestic bank as
follows:
1.1 1st Year commencing from January 1, 1997 to December 31, 1997 in the
amount of Baht 325,000,000 (Three hundred twenty five million Baht).
1.2 2nd Year commencing from January l, 1998 to December 31' 1998 in the
amount of Baht 337,500,000 (Three hundred thirty seven million five
hundred thousand Baht).
1.3 3rd Year commencing from January l, 1999 to December 31' 1999 in the
amount of Babt 350,000,000 (Three hundred fifty million Baht).
1.4 4th Year commencing from January 1, 2000 to December 31' 2000 in the
amount of Baht 362,500,000 (Three hundred sixty two million five
hundred thousand Baht).
1.5 5th Year commencing from January l, 2001 to December 31, 2001 in the
amount of Baht 375,000,000 (Three hundred seventy five million Baht).
2. The Supplier agrees to provide the said contract security under the
following conditions:
2.1 During the lst year, the Supplier agrees to provide the contract
security to AAT not less than 90 days prior to the commencement of
business herein stipulated.
2.2 During the subsequent years, the Supplier agrees to provide the
contract security to AAT not less than 30 days for the operations of
each respective years.
2.3 The Supplier shall make a cover letter for the delivery of the
contract security to AAT. Upon receipt by AAT of such contract
security, AAT shall make a written confirmation for the receipt
thereof to the Supplier. Such Supplier's cover letter and AAT's
written confirmation shall form part of this Contract.
3. AAT shall return the security, provided by the Supplier to secure its
performance under this Contract, after the Supplier is released from its
obligations under this contract.
<PAGE>
Enclosure
<TABLE>
- ------------------------------------------------------------------------------------------------------
Unit No. Area Stipulated Area Actually Date of Delivery Commencement
in the Contract Utilized of the Area by Date for Payments
(Sq.m.) (Sq.m.) AAT of Rental and Charges
- ------------------------------------------------------------------------------------------------------
<S> <C>
2237 A 60.00 133.50 Before January 1, 1997 January 1, 1997
1749 A 72.50 75.00 January 8, 1997 January 16, 1997
1349 E 7.50 7.50 January 8-31, 1997 January 16 - 31, 1997
1363 A 60.00 43.50 January 8, 1997 January 16, 1997
1363 B - 7.20 January 8, 1997 January 16, 1997
3715 A 260.00 295.00 January 8, 1997 January 24, 1997
3303 C 34.00 36.00 Januarv 8, 1997 January 16, 1997
3342 A 603.00 Lower 646.00 January 8, 1997 January 30, 1997
3342 A/1 - Upper 340.50 February 21, 1997
3715 B - 6.30 January 24, 1997
- ------------------------------------------------------------------------------------------------------
Total 1,097.00 1,583.00
- ------------------------------------------------------------------------------------------------------
Unit for 200.00 January 1-23, 1997
Temporary 150.00 January 1-5, 1997
Use 246.00 January 6-29, 1997
</TABLE>
EXHIBIT 10.3
TRANSLATION
-----------
Contract of Lease of Premises and 305 Areas for Bonded Warehouse
Contract No. 2-02/1996
----------------------
This agreement is made at The Airport Authority of Thailand on December
13,1996 between The Airport Authority of Thailand by Air Chief Marshall Chanin
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 under The
Civil and Commercial Code, having the head office located at 888/60-62 Ploenchit
Road. 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 "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 office for operating and bonded warehouse.
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)
<PAGE>
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
---------- ----------
(Signed) (Signature) (Signed) (Signature)
Air Chief Marshal Seal
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
WITNESS WITNESS
------- -------
(Signed) (Signature) (Signed) (Signature)
(Miss Chor. Jarnwan Petchpasit) (Mrs. Manunya Benjakul)
<PAGE>
Term and Conditions of Lease
Chapter 1. General Provisions
Chapter 2. Special Provisions
---------------------------
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.
<PAGE>
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 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.
1.3.7 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.
<PAGE>
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 fire extinguishers which are approved by Lessor.
1.4.6 Lessee shall comply with a~d 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.
<PAGE>
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
against 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 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
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.
<PAGE>
Chapter 2 Special Provisions
2.1 Notices
Name and Address of the Lessor
The Airports Authority of Thailand
Vibhavadi - Rangsit Road, Donmuang District
Bangkok 10210
Telephone No. 535-1405, 535-1815
Fax No. 531 -5559
Name and Address of the Lessee
J.M.T. Duty Free Co., Ltd.
888/60-62 Pleonchit Road,
Lumpini Sub - District, Pathumwan District,
Bangkok Metropolis
Telephone No. 253-6451-9, 254-6840-2, 535-3961-3
Fax No. 254-6852, 535-3964
<PAGE>
2.2 Duty and responsibility of Lessee
2.2.1 The lessee shall observe law governing bonded warehousing
of other relevant law governing the said actives and comply to
relevant orders, rules and regulations of AAT, whether the orders
rules or regulations have been enforced in the past or in the
future, as well as ensure that no other persons untilize the
leased facility illegally or store or hide illegal items in it or
use it as a temporary or permanent living place. Whatever the
case may be, if there is damage, the Lessee shall be liable to
the Lessor for the act carried out by those persons as if the
Lessee did that by himself.
2.2.2 The Lessee shall not construct a building or modify or
alter or demolish the existing building in the leased area except
with approval in writing from the Lessor.
If the Lessee constructs anything or modify, correct, add to or
do a major or minor repair in the leased under any circumstances,
those shall fall to ownership of the Lessor from the date of that
action. The Lessor cannot demand any compensation for damage from
the Lessor.
2.2.3 The Lessee shall be responsible for keeping the area clean
providing security and maintenance of the leased area, bathroom,
toilets, sanitaryware, electric equipment, air-conditions both in
and surrounding the leased area with the Lessee's own expenses.
<PAGE>
2.3 Insurance
The Lessee shall insure the leased facility under this agreement
against fire for an amount fix by the Lessor with Dhipaya
Insurance Public Co., Ltd. The Lessor shall be responsible for
insurance premiums and other expenses and designator the Ministry
of Finance as beneficially and hand over the policy to the Lessor
in 30 (Thirty) days from the insurance contract signing date.
<PAGE>
<TABLE>
<CAPTION>
Appendix A
LIST OF REMUNERATION FOR THE LEASE AND PLAN OF LEASED PREMISES Total 2 Pages
CONTRACT NO. 2-02/1996 DATED DECEMBER 13,1996 Page 1.
- -----------------------------------------------------------------------------------------------------------------------------------
Particulars Area in square Rental Rate Rental Housing and Damage Lease Period
of Leased Premises Meter Bah/Sq.m. Land Tax ---------------------------------
(Sq.m.) /Month Baht/Month Baht/Month Baht/Day From Up to
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
305 AREAS BUILDING WITHIN
BANKOK AIRPORT TO USE
FOR OFFICE
- ----------
NO.1 13.00 270.00 3,510.00 438.75 263.25 DECEMBER 4, 1996 DECEMBER 3, 1996
NO.2 33.50 270.00 9,045.00 1,130.63 678.38 DECEMBER 4, 1996 DECEMBER 3, 1996
NO.3 33.50 270.00 9,045.00 1,130.63 678.38 DECEMBER 4, 1996 DECEMBER 3, 1996
AREA FOR BONDED
WAREHOUSE 2,123.00 165.00 350,295.00 43,786.88 26,272.13 DECEMBER 4, 1996 DECEMBER 3, 1996
- ---------
NO. 4
AREA FOR PARKING CAR
- --------------------
NO.5 880.00 85.00 74,800.00 9,350.00 5,610.00 DECEMBER 4, 1996 DECEMBER 3, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE LESSOR THE LESSEE
(Signed) Air Chief Marshal (signaure) (Signed) (signature) (Seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
WITNESS
(signature) (signaure) WITNESS
(Miss Chor Jaruwan Petchpisit) (Signed) (signature)
(Signed) (Mrs. Manunya Benjakul)
THE LESSEE
[One page graphic (floor plan) omitted.]
EXHIBIT 10.4
TRANSLATION
Contract of Lease of Premises and Areas within Hatysi Airport
Contract No. HOR.YOR. 7/1996
----
This agreement is made at The Airport Authority of Thailand on March 3Rd,
1997 between The Airport Authority of Thailand represented by Air Chief Marshall
Chanin 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 888/60-62 Ploenchit Road. 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)
<PAGE>
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
---------- ----------
(Signed) (signature) (Signed) (signature)
Air Chief Marshal Seal
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
WITNESS WITNESS
------- -------
(Signed) (signature) (Signed) (signature)
(Miss Chor. Jaruwan Petchpasit) (name not translated)
<PAGE>
Term and Conditions of Lease
Chapter 1. General Provisions
Chapter 2. Special Provisions
---------------------------
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
Chapter 2 Special Provisions
Notices
Name and Address of the Lessor
The Airports Authority of Thailand
Vibhavadi - Rangsit Road, Donmuang District
Bangkok 10210
Telephone No. 535-1405, 535-1815
Fax No. 531-5559
Name and Address of the Lessee
J.M.T. Duty Free Co., Ltd.
888/60-62 Pleonchit Road,
Lurnpini Sub-District, Pathurnwan District,
Bangkok Metropolis
Telephone No. 253-6451-9, 254-6840-2, 535-3961-3
Fax No. 254-6852, 535-3964
<PAGE>
<TABLE>
<CAPTION>
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.
- ------------------------------------------------------------------------------------------------------------------------------------
Particulars Area in square Rental Rate Rental Housing and Damage Lease Period
--------------------------------
of Leased Premises Meter Baht/Sq.m. Land Tax
(Sq.m.) / Month Baht/Month Baht/Month Baht /Day From Up to
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
HATYAI'S AIRPORT AREAS
- ----------------------
NO 203 25.00 270.00 6,750.00 1,012.50 843.75 JANUARY 1, 1997 DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE LESSOR THE LESSEE
(Signed) Air Chief Marshal (signaure) (Signed) (Signature) (Seal)
(Chanin Chandrubeksa) Mr. Viratana Suntaranond)
WITNESS WITNESS
(Signed) (signature) (Signed) (signaure)
(Miss Chor Jaruwan Petchpisit) (Mrs. Manunya Benjakul)
EXHIBIT 10.5
TRANSLATION
AT AAT.8557/1997
July 7th, 1997
SUBJECT : The rental for area to install the Showcase
TO : Managing Direct J.M.T DUTY FREE CO.,LTD.
REFERENCE: 1. The letter NO.JTD.169/2540 dated May 21st, 1997
2. The agreement to permitted the business for the services and sale
the DUTY FREE SHOP at Bangkok and Regional Airports at 6-04/1096
dated March 6th, 1996
ENCLOSURE: 1 Sheet layout for the approved for the area of the Company.
Following a request from J.M.T DUTY FREE CO.,LTD. to rent the space for
install the showcase at the area of the Shop for the Passenger Departure Lounge
terminal 2, Bangkok Airport as per reference No.1
The Airport Authority of Thailand (AAT) already consider and approved to
company to rent for install the Showcase total 5 nos,the area around 2 SQ./M
each at the infront of the DUTY FREE SHOP 3rd floor Departure Lounge,Terminal 2,
Bangkok International Airport. By the rental of 750 Baht per SQ./M per month.
The service charges of 15 persent of the rental and Household and Land taxes at
the rate fixed by law. Other conditions shall be in line with the agreement, ref
No.2
For your information and we ask you to coordinate with the Space Control
Center Airport Operations Department Bangkok Internation Airport. Tel 535-1262
to proceed with the agreement
Sincerely Yours,
(MR.MANOJ PORNPIBOON)
Duputy Managing Director
Acting on behalf of the Managing Director
Financial Department
Tel. 585 -1590
Fax. 585 -1855
[One page graphic (floor plan) omitted.]
EXHIBIT 10.6
[STAMP OF CERTIFIED TRANSLATION]
SUKUMA SORNBUNTHON
20 MAR 1998
Airports Authority of Thailand
171 Vibhavadi Rangsit Road
Bangkok 10210' Thailand
Tel: 535-1111
Fax: 531-5559
No. AAT 3589/2540 (1997)
July 8, 1997
Managing Director
J.M.T. Duty-Free Co., Ltd.
Ref: 1. The Company's letter No. JMT 167/1997, dated May 13, 1997
2. Permission Agreement to operate a duty-free shop and rent space for
business operation at Bangkok International Airport and regional
airports, Agreement No. 6-04/1996, dated March 6, 1996
Encl: One sheet of the floor plan and space allowed to rent
Dear Sir:
Rent space as point of delivery of duty-free goods
--------------------------------------------------
Following a request from J.M.T. Duty-Free Co., Ltd. to rent space in the
Departure Lounge, Terminal 1 and Terminal 2, Bangkok International Airport to
use as a point of delivery of pre-order duty-free goods as stated in Reference
No. 1.
The Airports Authority of Thailand (MT) has considered the request and is
pleased to allow J.M.T Duty-Free Co., Ltd. to rent space of about 10 square
metres in Southern part beside goods and souvenir outlet of J.M.T. Group Co.,
Ltd., 3rd floor, Departure Lounge, Terminal 2, Bangkok International Airport, to
use as a point-of delivery at the rental of Bt750 per square metre per month,
service charges of 15 percent of the rent and land and household taxes at the
rate fixed by law. Other conditions shall be in line with the Agreement, Ref.
No. 2.
But the space of about 30 square metres on the 3rd floor on the Northern
part, Terminal 1, Bangkok International Airport, currently rent by Bangkok Green
Co., Ltd., cannot be allowed to rent by J.M.T.
For your information And we ask you to coordinate with the Space Control
Center, Airport Operations Department, Bangkok International Airport, Tel:
535-1262 to occupy the space and Legal Division, Administration Department,
Tel: 535-1815 to proceed with the Agreement.
<PAGE>
Very Truly Yours,
(Mr. Manoj Pornpiboon)
Deputy Managing Director
Acting on Behalf of the Man~ng Directar
Finance Department
Tel: 535-1590
Fax: 535-185S
[One page graphic (floorplan) omitted.]
EXHIBIT 10.7
TRANSLATION
AT.AAT 3811/1997
JULY 17TH,1997
SUBJECT: The announcement for the lease permises in CHAINGMAI AIRPORT
TO : Managing Director J.M.T DUTY FREE CO.,LTD.
REFERENCE: J.M.T DUTY FREE'S letter NO.S.CM 044/1997 dated May 6.1996
ENCLOSURE: 1 Sheet layout for 2nd floor of CHAINGMAI AIRPORT
Reference to J.M.T. DUTY FREE'S letter to let the area for 2nd floor in
CHAINGMAI AIRPORT for operated the office as per that inform.
The Airports Authority of Thailand (AAT) has already consider and approved
to the company, to leased permises for 2nd floor, inside the CHAINGMAI AIRPORT
to use to for the office as per your requirment. AAT arrange the area of 39
SQ./M for the company to utilize (as per the details attached) effective from
June 25th,1997 Until December 31st, 2001, having the rental rate and other
changes for AAT to collect to the Company.
1.For rental to use for the office amount 39 SQ./M 270 Baht per SQ./M per
month it total 10,530 Baht (Ten Thousand Five Hundred Thirty Only).
2.Household and land taxes at 12.50% of the monthly rent, of the amount
1,316.25 Baht (One Thousand Three Hundred Sixteen and 25/100 Only)
3.Services for use of the Airport at 15% of the monthly rent, the amount
1,690.07 baht (One Thousand Six Hundred Ninety and 07/100 Only) already
including Vat
If the company agree on this Condition notified as the above, Please
contact to MT the Legal Division, Administration Department, MT'S Office
building
For your Information
Sincerely Yours,
(MR.BANCHA PATTAPORN)
Duputy Managing Director
Acing on Behalf of the Managing Director
Legal Division, Administration Department
Tel. 535-1815
Fax. 535-5559
One page graphic ( floorplan) omitted.]
EXHIBIT 10.8
(TRANSLATION)
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
DUTY STAMP Contract No. 6-01/2536
THIS CONTRACT is made at the Airports Authority of Thailand on the 18th day of
March 1993 between the AIRPORTS AUTHORITY OF THAILAND by Air Marshal Tavorn
Kerdsindu, 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 189/58 Wat Daodung Lane,
Somdej Phra Pinklao Road, Bang Yeekham Sub-District, Bangkok Noi District,
Bangkok Metropolis and having a branch office located at No. , by Mr. Viratana
Suntaranond, the person authorized to act on behalf of the company, hereinafter
referred to as the "Supplier" of the other part.
WHERAS AAT is desirous to make available the service of sale of merchandise and
souvenirs at the Arrival and Departure Halls of the International Passenger
Terminal, the Bangkok Airport:
WHERAS The Supplier has skill and is desirous to operate the said business and
to lease from AAT premises in order to engage in such business.
NOW, THEREFORE, The Parties hereby agree as follows:
AAT agrees to permit the Supplier to engage in the business within the airport
and to lease premises therein in order to operate the business herein
contemplated subject to the conditions detailed in the "Contract Conditions for
Engagement in Business in Airports and Lease of Premises for Engagement in
Business" and the following Appendixes attached hereto and which are deemed
parts hereof:
Appendix A. List Showing Details of Leased Premises, Remuneration for the Eease,
and Plans of Leased Premises.
Appendix B. Contract Security.
Appendix C. Documents Showing the Incorporation and the Authorized Person of the
Supplier.
<PAGE>
Appendix D. Other (if any).
This Contract 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
- --- --------
(Signed) Air Marshal (signature)
(Tavorn Kerdsindu) (Signed) (signature) (seal)
(Mr. Viratana Suntaranond)
Witness Witness
- ------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Somjit Nupui) (Ms. Anocha Kamnerdngam)
<PAGE>
(TRANSLATION)
CONTRACT CONDITIONS FOR ENGAGEMENT
IN BUSINESS IN AIRPORTS AND LEASE OF
PREMISES FOR ENGAGEMENT IN BUSINESS
CHAPTER 1. GENERAL PROVISIONS
CHAPTER 2. SPECIAL PROVISIONS
---------------------------
CHAPTER 1. GENERAL PROVISIONS
1.1 Scope of Engagement in Business
AAT agrees to permit the Supplier to engage in the business in the airports
as detailed in Chapter 2 hereof.
1.2 Premises for Engagement in Business
The Supplier shall engage in the business under this Contract in the
premises as designated by AAT, the details of which are shown in Appendix
A. The Supplier agrees to lease the said premises for engagement in the
business and shall, as the lessee, comply with the conditions herein
stipulated in all respects.
1.3 Duration of Contract
AAT agrees to permit the Supplier to engage in the business and to lease
the premises therefor for a duration set forth in Chapter 2 hereof.
1.4 Remuneration, Rental and Method of Payment
1.4.1In consideration to the permission granted for the engagement in
business and lease of premises, the Supplier agrees to pay to AAT
remuneration and rental as follows:
(a) Fee for the execution of contract in the amount of Baht
5,000 (Five thousand Baht).
(b) Remuneration payable from the business engaged and time for
payment thereof shall be as stipulated in Chapter 2.
(c) Rental and charges shall be as stipulated in Appendix A.
1.4.2The fee stipulated in Clause 1.4.1 (a) is to be paid to AAT on
the date hereof.
1
<PAGE>
1.4.3The Supplier agrees to pay the rental and charges as stipulated
in Appendix A to AAT monthly in advance within the 5th day of
every month.
1.4.4The Supplier consents to bear all the expenses to be incurred in
engagement in the business, e.g. charges relating to the
electricity, telephone, water supply or other costs and agrees to
pay the same to AAT within the period fixed in the invoices
relating to such respective expenses.
1.4.5The Supplier agrees to pay for AAT all the duty, levy and fees
to be incurred from the engagement in business and which are
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 as herein specified by AAT, the
Supplier consents for AAT to charge the same at the rate as
amended.
1.4.6All the payments as herein required shall be made to the
Financial Section, the Financial Division of AAT. Upon such
payments have been duly made by the Supplier to AAT, AAT shall
issue relevant receipts therefor to the Supplier. All such
receipts must bear the joint signatures of the Chief of the
Financial Section, the Financial Division of AAT or any person
entrusted therefor and of the Chief of the Receipt-Payment Works,
the Financial Section, the Financial Division of AAT or the
person entrusted as the financial officer of AAT.
1.4.7If the Supplier is in default of payment of any of the
remunerations, rental, duty and charges herein payable to AAT,
the Supplier consents to pay a penalty to AAT 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.
The Supplier agrees that the right mentioned in the preceding
paragraph shall not prejudice the right of AAT to terminate this
Contract and to claim for other damages.
1.5 The Supplier's Obligations
1.5.1In engaging in the business herein stipulated, the Supplier
shall use its skill, care and effort in accordance with the
standard applied by other suppliers in the same business, and
shall take into account the reputation and image of AAT.
2
<PAGE>
1.5.2. Except a prior written consent is given by AAT, the Supplier
shall neither assign the business herein stipulated nor grant a
consent for any person to engage in the business whether in whole
or in part. Even though such consent is granted by AAT, the
Supplier shall still assume all liabilities to be incurred from
the engagement in the business herein stipulated.
1.5.3The Supplier shall comply with the law, whether now in force or
to be in force in the future, relating to the engagement in
business herein stipulated.
1.5.4The Supplier shall comply with the special obligations
stipulated in Chapter 2 hereof.
1.6 The Supplier's Obligations as Lessee of Premises Required for Engagement in
Business under this Contract.
1.6.1Except a prior written consent is given by AAT, the Supplier
shall not use the leased premises for any purpose other than for
engagement in the business herein stipulated.
1.6.2Except a prior written consent is given by AAT, the Supplier
shall not, whether in whole or in part, sublease or assign the
lease or consent any person to exploit the leased premises.
1.6.3Except a prior written consent is given by AAT, the Supplier
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 AAT's property
as from the date from which such alteration, modification,
addition or repair is made thereto, and the Supplier shall not be
entitled to claim for any costs therefor or any damage from AAT.
1.6.4The Supplier shall always keep and maintain the leased premises
in a tidy and clean condition. Should the leased premises be
dirty, cluttered or deteriorated, the Supplier shall properly
clean or repair the same at the Supplier's expenses.
1.6.5The Supplier shall, at its own expense, make available at the
leased premises fire extinguishers which are approved by AAT.
1.6.6The Supplier shall comply with and shall ensure that the
Supplier's dependents or persons appointed, entrusted, employed
3
<PAGE>
or engaged by the Supplier to work in the business, comply with
all related orders, rules or regulations of AAT whether the same
are currently in force or which will be prescribed in the future.
The Supplier 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, the Supplier shall be liable to
AAT for any damage incurred as a result of the act of any such
persons as if it was the act of the Suppliers.
1.6.7Throughout the period for which the lease of premises is still
in effect, the Supplier will, from time to time and for a
reasonable duration, allow AAT or its personnel to inspect the
leased premises and facilitate such personnel in making such
inspection.
1.7 Termination
1.7.1Except as otherwise stipulated in Chapter 2 hereof, during the
period of this Contract, AAT 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 the Supplier not less
than thirty (30) days in advance. The Supplier agrees not to
institute any lawsuit or claim for any damage against AAT as a
result thereof.
1.7.2Each of the stipulations of this Contract is of essence. Should
the Supplier commit or fail to commit any act in violation of any
stipulation of this Contract or become bankrupt, AAT is entitled
to immediately terminate this Contract and to claim for damage
including to forfeit the contract security herein given.
1.8 Cessation of Business and Return of Leased Premises.
1.8.1Upon the expiry of the term of this Contract or the exercise by
AAT of its right to terminate this Contract in accordance with
Clause 1.7, as the case may be, this Contract shall be deemed to
be immediately terminated. The Supplier shall then cease to
engage in the business, demolish or remove the Supplier's
properties from the leased premises and return the leased
premises to AAT 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.
1.8.2Should the Supplier fail to comply with the stipulation of
Clause 1.8.1, the Supplier consents for AAT to immediately
repossess the leased premises including to demolish or remove the
Supplier's properties from the leased premises. The Supplier
4
<PAGE>
consents to bear all the expenses incurred by AAT therefor.
Should there be any damage incurred therefrom, the Supplier shall
not claim for any damage.
1.8.3In addition to the consent given to AAT to repossess the leased
premises and to demolish or remove the Supplier's properties
therefrom as mentioned in Clause 1.8.2, the Supplier also
consents to pay a daily penalty to AAT at the rate stipulated in
Chapter 2 to be calculated from the date following the due date
required for the Supplier to cease the business and return the
leased premises until the Supplier and its dependents shall have
vacated the leased premises and properly returned the same or
until AAT has duly completed the acts stipulated in Clause 1.8.2,
as the case may be.
1.9 Dispute
The Parties agrees to refer any dispute arisen out of this Contract to any
Court of competent jurisdiction within Bangkok Metropolis.
CHAPTER 2. SPECIAL PROVISIONS
2.1 Scope of Engagement in Business
AAT agrees to permit the Supplier and the Supplier agrees to engage in the
business of sale of merchandise and souvenirs at the Arrival and Departure
Halls of the International Passenger Terminal, the Bangkok Airport.
2.2 Duration of Contract
2.2.1AAT agrees to permit and the Supplier agrees to engage in the
business of sale of merchandise and souvenirs herein stipulated
for a period of 5 years commencinc from Auri1 1. 1993 to March
31. 1998.
2.2.2AAT agrees to let and the Supplier agrees to lease the Leased
Premises, for sale of merchandise and souvenirs herein
stipulated, for a period stipulated in the List attached hereto
as Appendix A.
2.3 Remuneration for Permission to Engage in Business and Method of Payment
2.3.1The Supplier agrees to pay to AAT in advance and on a monthly
basis, the remuneration for the permission granted to engage in
the business of sale of merchandise and souvenirs herein
stipulated as follows:
5
<PAGE>
a) During the lst year commencing from April 1, 1993 to March 31,
1994, the Supplier agrees to pay AAT the amount of Baht
27,377,777 (Twenty seven million three hundred seventy seven
thousand seven hundred seventy seven Baht) per month in advance.
b) During the 2nd year commencing from April 1, 1994 to March 31,
1995, the Supplier agrees to pay AAT the amount of Baht
30,115,555 (Thirty million one hundred fifteen thousand five
hundred fifty five Baht) per month in advance.
c) During the 3rd year commencing from April 1, 1995 to March 31,
1996, the Supplier agrees to pay AAT the amount of Baht
33,127,111 (Thirty three million one hundred twenty seven
thousand one hundred eleven Baht) per month in advance.
d) During the 4th year commencing from April 1, 1996 to March 31,
1997, the Supplier agrees to pay AAT the amount of Baht
36,439,822 (Thirty six million four hundred thirty nine thousand
eight hundred twenty two Baht) per month in advance.
e) During the 5th year commencing from April 1, 1997 to March 31,
1998, the Supplier agrees to pay AAT the amount of Baht
40,083,804 (Forty million eighty three thousand eight hundred and
four Baht) per month in advance.
2.3.2The Supplier agrees to pay the remuneration stipulated in Clause 2.3.1
to AAT monthly in advance within the 5th day of every month.
2.4 Renovation, Decoration, Additional Construction
2.4.1AAT has properly allocated the premises required for the operation of
business under this Contract. The Supplier shall decorate 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 AAT 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. The Supplier consents for the decoration, installation
or construction made or installed thereto become the property of AAT
as from the date the same is made thereto, and shall not claim for any
expense therefor or damage against AAT.
6
<PAGE>
2.4.2If the Supplier intends to make any further renovation, decoration or
construction, the Supplier shall notify AAT and comply with Clause
2.4.1 mutatis mutandis, and such renovation, decoration and
construction shall also become the property of AAT.
2.5 Special Obligations
2.5.1The Supplier shall maintain the premises, for the sale of merchandise
or souvenirs, in a hygienic and orderly manners.
2.5.2The merchandise or souvenirs available for sale, must be the products
manufactured in Thailand or products, manufactured abroad, which a
permission has been granted for distribution of the same in Thailand.
Such merchandise or souvenirs must be of an equivalent quality
comparable to the same type of merchandise or souvenirs available for
sale in any first class department stores in Bangkok Metropolis
2.5.3The 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, spices and seasonings,chocolate.
2.5.4The Supplier is barred to sell or display illegal merchandise or
souvenirs or merchandise not allowed on board.
2.5.5The Supplier shall open - close the premises for sale of merchandise
or souvenirs at least from 06.00 - 24.00 hours everyday. If the
Supplier is desirous to change the said business hours, a written
permission therefor must be obtained from AAT in advance.
2.4.6The Supplier shall put price tags, in Thai BaLt or other currency as
deemed appropriate, on all merchandise or souvenirs available for sale
in a conspicuous manner.
2.5.7In cases the purchasers or passengers who purchased the merchandise
or souvenirs from the Supplier, have complained or made a complaint to
AAT that the prices of such merchandise or souvenirs are unreasonably
high, AAT reserves the right to notify the Supplier to change the
prices thereof and by which the Supplier agrees to accept such AAT's
consideration in all respects.
7
<PAGE>
2.5.8The Supplier shall and shall ensure that the persons appointed,
entrusted, employed or assigned by the Supplier to work in its
business, dress properly, wear name tag or name plate approved by AAT
and perform their duties in selling merchandise and souvenirs with
polite manner.
2.5.9The Supplier shall, at all time, maintain the equipment or properties
located in the leased premises or which are within the responsibility
of the Supplier, in good, workable and clean conditions. Should the
same be defective, deteriorated or dirty, the Supplier shall repair,
replace or clean it, as the case may be, at the entire expenses of the
Suppliers.
2.5.10 Upon a prior written approval is granted by AAT, the Supplier may
generate income from advertising activity provided such advertisement
must be for those merchandise or souvenirs being sold or displayed by
the Supplier.
2.5.11 The carton or package for packing the merchandise or souvenirs must
be compact and suitable for carrying on board.
2.5.12 The Supplier or persons entrusted, employed or assigned by the
Supplier to work in its business, shall not act in any way which will
cause damage to AAT's properties or reputation. Should there be any
damage incurred from the act of either the Supplier or such persons,
the Supplier shall entirely be liable to AAT therefor.
2.6 Damage
Should the Supplier not comply with the stipulations of Clause 1.8.1 or
1.8.2, as the case maybe, the Supplier agrees to pay damage to AAT at the
rate of Baht 2,697,700 (Two million six hundred ninety seven thousand seven
hundred Baht) per day from the date following the due date required for the
Supplier to return the leased premises until the Supplier and its
dependents shall have vacated the leased premises and properly returned the
same or until AAT has duly completed the acts stipulated in Clause 1.8.2,
as the case may be.
8
<PAGE>
<TABLE>
<CAPTION>
LIST SHOWING DETAILS OF LEASED PREMISES,
REMUNERATION FOR THE LEASE AND PLANS OF LEASED PREMISES
Contract No. 6-01/2536 dated March 18, 1993
Appendix
(Total 4 Pages)
Page 1
- ------------------------------------------------------------------------------------------------------------------------------------
Particulars Area in Rental Rate Rental Charges Housing and Lease Period
Square Babt/Sq.m. Land Tax -------------------------------
Meter /month Baht/month Baht/month Baht/month From Up to
(Sq.m.)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Areas within the International
Passenger Terminal
- Within the Arrival Hall of
2 locations 48.- 500.- 24,000.- 3,600.- 3,000.- April 1, 1993 March 31, 1998
- Within the Departure Hall
of 7 locations 551.- 500.- 275,500.- 41,325.- 34,437.50 April 1, 1993 March 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
AAT Supplier
--- --------
(Signed) Air Marshal (signature) (Signed) (signature) (seal)
(Tavorn Kerdsindu) (Mr. Viratana Suntarannond)
Witness Witness
------- -------
(Signed) (signature) (Signed) (Signature)
(Mr. Somjit Nupui) (Ms. Anocha Kamnerdngarn)
[Three pages graphics (floor plan) ommitted.]
EXHIBIT 10.9
(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.1
THIS MEMORANDUM OF AGREEMENT is made at the Airports Authority of Thailand on
the 18th day of November 1993 between THE AIRPORTS AUTHORITY OF THAILAND by Air
Marshal Tavorn Kerdsindu, 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 189/58 Wat Daodung
Lane, Somdej Phra Pinklao Road, Bang Yeekhan 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. 137456 dated June 15, 1993 and the
Power of Attorney No. - dated - , 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 1? 1993 to March 31, 1998; and
WHEREAS AAT permits the Supplier to lease additional premises, change the leased
premises and engage in additional businesses as follows:
a) Permission is granted to lease the premises No. 0316, having the area
of 42.50 square meters, commencing from July l, 1993.
b) Permission is granted for the installation of a mini lab and polaroid
camera in the leased premises No. 3303 B.
c) Permission is granted to change the leased premises from the area
within Pier 4 having an area of 54 square meters to the premises No.
3265S having an area of 22 square meters and No. 3265T having an area
of 7.5 square meters commencing from August l, 1993.
1
<PAGE>
AAT and the Supplier, therefore, agree to enter into this Memorandum of
Agreement on Amendments 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 No. 6-01/2536 and
dated March 18, 1993 as follows:
Clause 1. The List Showing Details of Leased Premises, Remuneration for the
Lease and Plans of Leased Premises 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 No. 601/2536 and dated March 18, 1993, shall be revoked and replaced by
the List Showing Details of Leased Premises, Remuneration for the Lease and
Plans of Leased Premises attached hereto as Appendix A.
Clause 2. The following shall be added as Clause 2.6 of Chapter 2 - Special
Provisions of 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 No. 6-01/2536 and dated
March 18, 1993:
"2.6 Additional Services
2.6.1 AAT agrees to permit and the Supplier agrees to do the following
within the leased premises:
- To install a mini lab as from June 23, 1993;
- To install a polaroid camera as from October 21, 1993.
All for rendering services of taking, developing and enlarging
photographs for persons using services of the Bangkok Airport.
2.6.2 In rendering services stipulated in Clause 2.6.1, the Supplier agrees
to charge the fees therefor to AAT's personnel at the rates equal to
those of the ordinary photo shops.
2.6.3 AAT reserves the rights with respect to the engagement in the
businesses of developing and enlarging photographs(mini lab) and the
taking of polaroid photographs as follows:
2.6.3.1 The right to permit other person to engage in the business of
the mini lab and to install the polaroid camera within the
Bangkok Airport and/or to require the Supplier to cease to
operate the said businesses at any time.
2
<PAGE>
2.6.3.2 The right to require the Supplier to reduce the rates of
services in case AAT finds that such rates are unfair to the
persons using such services."
Clause 3. Other than those stipulated in Clauses 1 and 2 hereinabove, the
stipulations of 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 No. 6-01/2536 and dated
March 18, 1993, shall remain in full force and effect
Clause 4. This Memorandum of Agreement shall be in effect as from July l, 1993.
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
- --- --------
(Signed) Air Marshal (signature) (Signed) (signature) (seal)
(Tavorn Kerdsindu) (Mr. Viratana Suntaranond)
Witness
(Signed) (signature) (Signed) (signature)
(Mr. Somjit Nupui) (Ms. Chataporn Phlupothong)
3
<PAGE>
<TABLE>
<CAPTION>
(TRANSLATION)
LIST SHOWING DETAILS OF LEASED PREMISES,
REMUNERATION FOR THE LEASE AND PLANS OF LEASED PREMISES
CONTRACT NO. 6-01/2536 DATED MARCH 18,1993
Amendment No. 1
Appendix A
(Total 4 Pages)
Page 1
- ------------------------------------------------------------------------------------------------------------------------------------
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
(Sq.m.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Premises within the International
Passeneer Terminal
- ---------------------------------
Area within Passenger Arrival
Hall, 2 Units
- Nos. 1302, 1302 B 48.00 500.- 24,000.- 3,600.- 3,000.00 July 1, 1993 March 31, 1998
Area within Passenger Departure
Hall
- Nos. 3303 A, 3303 B, 3304 A,
3304 B, 3342 E, 3342 F 497.00 500.- 248,500.- 37,275.- 31,062.50 July 1, 1993 March 31, 1998
- No. 0316 42.50 500.- 21,250.- 3,187.50 2,656.25 July 1, 1993 March 31, 1998
- No. 3265 S 22.00 500.- 11,000.- 1,650.- 1,375.- August 1, 1993 March 31, 1998
- No. 3265 T 7.50 500.- 3,750.- 562.50 468.75 August 1, 1993 March 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Lessor Lessee
- ------ ------
(Signed) Air Marshal (signature) (Signed) (signature) (seal)
(Tavorn Kerdsindu) (Mr. Viratana Suntaranond)
Witness Witness
- ------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Somjit Nupui) (Ms. Chataporn Phlupothong)
[Three pages of graphics (floor plan) omitted.]
EXHIBIT 10.10
(TRANSLATION)
DUTY STAMP
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. 2
THIS MEMORANDUM OF AGREEMENT is made at the Airports Authority of Thailand on
the llth day of March 1996 between THE AIRPORTS AUTHORITY OF THAILAND by Air
Chief Marshal Chanin 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 189/58
Wat Daodung Lane, Somdej Phra Pinklao Road, Bang Yeekhan 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. Thor Nor.
0000793 dated January 2, 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 1, 1993 to March 31, 1998 with a total area for operation of business
of 617.00 square meters; and
WHEREAS AAT permits the Supplier to lease additional premises having an area of
177.85 square meters commencing from January 9, 1995 to March 27, 1995 and
commencing from March 28, 1995 onwards such area will be 146.50 square meters.
AAT and the Supplier, therefore, agree to enter into this Memorandum of
Agreement as follows:
Clause 1. The Appendix A. attached to the Contract No. 6-01/2536 dated the 18"'
day of March 1993 which has been amended by the Memorandum of Agreement on
Amendments No. 1 dated the 18th day of November 1993, shall be revoked and
replaced by Appendix A. attached hereto.
1
<PAGE>
Clause 2. Other than that stipulated in Clause 1 hereinabove, other stipulations
of the Contract No. 6-01/2536 dated the 18th day of March 1993 shall remain in
full force and effect.
Clause 3. This Memorandum of Agreement shall be in effect as from January 9,
1995 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
- --- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature)(seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
(Signed) (signature) (Signed) (signature)
(Mr. Krit Pakakij) (Ms. Chataporn Phlupothong)
2
<PAGE>
<TABLE>
<CAPTION>
(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. 2
Appendix A
(Total 5 Pages)
Page 1
- ------------------------------------------------------------------------------------------------------------------------------------
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
(Sq.m.)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Premises within the International
Passenger Terminal
- ---------------------------------
- Nos. 1302 and 1302 B 48.00 500.- 24,000.- 3,600.- 3,000.- January 9, 1993 March 27, 1995
- No. 3303 A 25.50 500.- 12,750.- 1,912.50 1,593.75 January 9, 1993 March 27, 1995
- No. 3303 B 46.50 500.- 23,250.- 3,487.50 2,906.25 January 9, 1993 March 27, 1995
- No. 3304 A 50.00 500.- 25,000.- 3,750.- 3,125.- January 9, 1993 March 27, 1995
- No. 3304 B 30.25 500.- 15,125.- 2,268.75 1,890.63 January 9, 1993 March 27, 1995
- No. 3342 E 257.00 500.- 128,500.- 19,275.- 16,062 50 January 9, 1993 March 27, 1995
- No. 3342 F 257.00 500.- 128,500.- 19,275.- 16,062.50 January 9, 1993 March 27, 1995
- No. 0316 42.50 500.- 21,250.- 3,187.50 2,656.25 January 9, 1993 March 27, 1995
- No. 3265 S 30.60 500.- 15,300.- 2,295.- 1,912.50 January 9, 1993 March 27, 1995
- No. 3265 T 7.50 500 - 3,750.- 562.50 468.75 January 9, 1993 March 27, 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Page 2
- -------------------------------------------------------------------------------------------------------------------------------
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/montt From Up to
(Sq.m.)
- -------------------------------------------------------------------------------------------------------------------------------
Premises within the International
Passenger Terminal
- ---------------------------------
- Nos. 1302 and 1302 B 48.00 500.- 24,OOO.- 3,600.- 3,000.- March 28, 1993 March 31, 1998
- No. 3303 A 21.00 500.- 10,500.- 1,575.- 1,312.50 March 28, 1993 March 31, 1998
- No. 3303 B 36.50 500.- 18,250.- 2,737.50 2,281.25 March 28, 1993 March 31, 1998
- No. 3304 A 36.50 500.- 18,250.- 2,737.50 2,281.25 March 28, 1993 March 31, 1998
- No. 3304 B 23.00 500.- 11,500.- 1,725.- 1,437.50 March 28, 1993 March 31, 1998
- No. 3342 E 257.00 500.- 128,500.- 19,275.- 16,062.50 March 28, 1993 March 31, 1998
- No. 3342 F 257.00 500.- 128,500.- 19,275.- 16,062.50 March 28, 1993 March 31, 1998
- No. 0316 42.50 500.- 21,250.- 3,187.50 2,656.25 March 28, 1993 March 31, 1998
- No. 3265 S 34.50 500.- 17,250.- 2,587.50 2,156.25 March 28, 1993 March 31, 1998
- No. 3265 T 7.50 500.- 3,750.- 562.50 468.75 March 28, 1993 March 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
AAT Supplier
--- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
(Signed) Witness Witness
------- -------
(signature) (Signed) (signature)
(Mr. Somjit Nupui) (Ms. Chataporn Phlupothong)
[Three pages of graphics (floor plans)omitted.]
EXHBIT 10.11
(TRANSLATION)
DUTY STAMP
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. 3
THIS MEMORANDUM OF AGREEMENT is made at the Airports Authority of Thailand on
the 29th day of October 1996 between THE AIRPORTS AUTHORITY OF THAILAND by Air
Chief Marshal Chanin 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 189/58
Wat Daodung Lane, Somdej Phra Pinklao Road, Bang Yeekhan 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.0099462 dated August 9, 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 1, 1993 to March 31, 1998 with a total area for operation of business
of 617.00 square meters; and
WHEREAS AAT permits the Supplier to lease additional premises with an area of
402.50 square meters commencing from December 5, 1995.
AAT and the Supplier, therefore, agree to enter into this Memorandum of
Agreement as follows:
Clause 1 The Appendix A. attached to the Contract No. 6-01/2536 date the 18th
day of March 1993 which has been amended by the Memorandum of Agreement on
Amendments No.2 dated the llth day of March 1996, shall be revoked and replaced
by Appendix A. attached hereto.
1
<PAGE>
Clause 2. In consideration to AAT's permission for the Supplier to lease
additional premises to operate its business, the Supplier agrees to pay an
additional remuneration to AAT as follows:
2.1 For the period commencing from December 5, 1995 to December 4, 1996,
the Supplier agrees to pay AAT the amount of Baht 4,969,066.65 (Four
million
nine hundred sixty nine thousand sixty six and 65/100 Baht) per month
in advance. For the following years, the same shall be increased by 10
per cent per year.
2.2 For the period commencing from January 1, 1996 to March 31, 1996, the
Supplier agrees to pay AAT the amount of Baht 13,369.68 (Thirteen
thousand three hundred sixty nine and 68/100 Baht) per month in
advance.
2.3 For the period commencing from April 1, 1996 to March 31, 1997, the
Supplier agrees to pay AAT the amount of Baht 14,706.65 (Fourteen
thousand seven hundred six and 65/100 Baht) per month in advance.
2.4 For the period from April 1, 1997 to March 31, 1998, the Supplier
agrees to pay AAT the amount of Baht 16,177.31 (Sixteen thousand one
hundred seventy seven and 31/100 Baht) per month in advance.
Clause 3. In entering into this Memorandum of Agreement, the Supplier has
delivered to AAT the Bank Guarantee issued by the Bangkok Metropolitan
BankPublic Company Limited No L 39-3166 dated October 18, 1996 in the amount of
Baht 30,143,739.80 (Thirty million one hundred forty three thousand seven
hundred thirty nine and 80/100 Baht), as security for performance under the
Contract No. 601/2536 dated March 18, 1993.
Clause 4. Other than those stipulated in Clauses 1, 2 and 3 hereinabove, other
stipulations of the Contract No. 6-01/2536 dated March 18, 1993, shall remain in
full force and effect.
Clause 5. This Memorandum of Agreement shall be in effect as from December 5,
1995 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.
2
<PAGE>
AAT Supplier
- --- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature)
(Chanin Chandrubeksa) (Mr. ViratanaSuntaranond)
Witness Witness
- ------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Krit Pakakij) (Ms. Chataporn Phulupothong)
3
<PAGE>
<TABLE>
<CAPTION>
(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. 3
Appendix A
(Total 8 Pages)
Page 1
- ------------------------------------------------------------------------------------------------------------------------------------
Particulars Area in Rental Rate Rental Charges Housing Lease Period
of Leased Premises Square Baht/Sq.m Land Tax -------------------------------
Meter /month Babt/month Baht/month Baht/month From Up to
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Premises within the International
Passenger Terminal, Building I
- ---------------------------------
- - Nos. 1302, 1302B 48.00 500.- 24,000.- 3,600.- 3,000.00 December 5, 1995 March 31, 1998
- - No. 3303 A 12.00 500.- 6,000.- 900.- 750.- December 5, 1995 March 31, 1998
- - No. 3303 A/1 9.00 500.- 4,500.- 675.- 562.50 Deeember 5, 1995 March 31, 1998
- - No. 3303 B 36.50 500.- 18,250.- 2,737.50 2,281.25 December 5, 1995 March 31, 1998
- - No. 3304 A 36.50 500.- 18,250.- 2,737.50 2,281.25 December 5, 1995 March 31, 1998
- - No. 3304 B 12.00 500.- 6,000.- 900.- 750.- December 5, 1995 March 31, 1998
- - No. 3304 B/1 11.00 500.- 5,500.- 825.- 687.50 December 5, 1995 March 31, 1998
- - No. 3342 E 200.00 500.- 100,000.- 15,000.- 12,500.- December 5, 1995 March 31, 1998
- - No. 3342 E/1 28.50 500.- 14,250.- 2,137.50 1,781.25 December 5, 1995 March 31, 1998
- - No. 3342 E/2 28.50 500.- 14,250.- 2,137.50 1,781.25 December 5, 1995 March 31, 1998
- - No. 3342 F 200.00 500.- 100,000.- 15,000.- 12,500.- December 5, 1995 March 31, 1998
- - No. 3342 F/1 28.50 500.- 14,250.- 2,137.50 1,781.25 December 5, 1995 March 31, 1998
- - No. 3342 F/2 28.50 500.- 14,250.- 2,137.50 1,781.25 December 5, 1995 March 31, 1998
- - No. 0316 42.50 500.- 21,250.- 3,187.50 2,656.25 December 5, 1995 March 31, 1998
- - No. 3265 S 22.00 500.- 11,000.- 1,650.- 1,375.- December 5, 1995 March 31, 1998
- - No. 3265 S/1 12.50 500.- 6,250.- 937.50 781.25 December 5, 1995 March 31, 1998
- - No.3265T 7.50 500.- 3,750.- 562.50 468.75 December 5, 1995 March 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Page 2
- ------------------------------------------------------------------------------------------------------------------------------------
Particulars Area in Rental Rate Rental Charges Housing Lease Period
of Leased Premises Square Baht/Sq.m Land Tax -------------------------------
Meter /month Babt/month Baht/month Baht/month From Up to
- ------------------------------------------------------------------------------------------------------------------------------------
Premises within the International
Passenger Terminal, Building I
- ---------------------------------
Premises within the International
Passenger Terminal, Building I:
- - No. 2797 A 41.00 750.- 30,750.- 4,612.50 3,843.75 December 5, 1995 March 31, 1998
- - No. 3770 43.50 750.- 32,625.- 4,893.75 4,078.12 December 5, 1995 March 31, 1998
- - No. 3735 A 160.50 750.- 120,375 - 18,056.25 15,046.87 December 5, 1995 March 31, 1998
- - No. 3265 X 156.00 750.- 117,000.- 17,550.- 14,625.- December 5, 1995 March 31, 1998
- - No. 3757 A 12.50 750.- 9,375.- 1,406.25 1,171.87 January 1, 1996 March 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
AAT Supplier
--- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
(Signed) Witness Witness
------- -------
(signature) (Signed) (signature)
(Mr. Krit Pakakij) (Ms. ChataDorn PhluDothonc)
[Six pages (floor plans) of graphics omitted]
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 Marshal Chanin 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 189/58
Wat Daodung Lane, Somdej 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.
<PAGE>
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.
<PAGE>
AAT Supplier
- --- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
- ------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Krit Pakakij) (Ms. Chataporn Phlupothong)
<PAGE>
<TABLE>
<CAPTION>
(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
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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>
Page 2
- ------------------------------------------------------------------------------------------------------------------------------------
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 March 31, 1998
- - No. 3265 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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
AAT Supplier
--- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
(Signed) Witness Witness
------- -------
(signature) (Signed) (signature)
(Mr. Krit Pakakij) (Ms. ChataDorn Phlupothong)
[Seven pages (floor plans) graphics omitted.]
EXHIBIT 10. 13
(Translation)
Airports Authority of Thailand
171 Vibhavadi Rangsit Road Cable Address: AIRPORTHAI
Bangkok 10210, Thailand Bangkok 10210
Tel: 5351111 Telex: TH 87424 AIRHOTL
Fax: 5315559 TH 87425 AIRHOTL
Ref. AAT. 4814/2540
8 September, 1997
Subject: Renewal of contract for a concession of general merchandise and
souvenirs business in the Intemational Passenger Terminal, Bangkok
International Airport
Attention: Managing Director of J.M.T. Group Co., Ltd.
Reference: 1. Your letter Ref. 1T 105/2540 dated 17 June, 1997
2. Your letter Ref. JT 144/2540 dated 21 August, 1997
3. Contract No. 6-1/36 dated 18 March, 1993 for a concession of
general merchandise and souvenirs business in the Intemational
Passenger Terminal of Bangkok Intemational Airport
Reference is made to an intention of J.M.T. Group Co., Ltd. to renew the
contract for a concession of general merchandise and souvenirs business in the
Intemational Passenger Terminal of Bangkok Intemational Airport for the period
of another 5 years, starting from 1st April, 1998 to 315t March, 2003 as per
reference no. 1 and 2 above.
The Airports Authority of Thailand has thoroughly considered and is pleased
to continue and renew the above-mentioned contract under following terms and
conditions
1. 5-year contract period, starting from 15t April, 1998 to 31st March,
2003.
2. Royalty:
Year Royalty Baht/Year Average Baht/Month Increase
1 558,000,000.00 46,500,000.00 5.42%
2 585,900,000.00 48,825,000.00 5.00%
3 615,195,500.00 51,266,250.00 5.00%
4 652,106,700.00 54,342,225.00 6.00%
5 691,233,102.00 57,602,758.50 6.00%
Total 5 yrs. 3,102,434,802.00 - -
Cont..
<PAGE>
(Translation)
-2-
3. Decoration. The company has to make new decoration for every outlet in
accordance with your proposal for AAT's approvaVconsideration.
4. Product's selling price must be similar to the-products which are
selling at the prime department stores such as Central, Naraiphan,
etc. In case we receive some passenger's complaint, the company should
have to decrease the price according to our notification.
5. Guarantee of goods. Some products need a certificate of guarantee;
therefore, it should also be issued to the purchaser/customers.
6. Space. The additional space given to the company in regards to this
renewal of contract will cost no any additional royalty but we are
still charging the space rental and other liability under AAT's rules
and regulations.
7. Other terms and conditions of contract remain unchanged as per
previous contract, Reference No.3
Please be advised accordingly and kindly confirm your acceptance by return
in writing to AAT by 16th September, 1997.
Yours sincerely,
Air Chief Marshal - signed -
Chanin Chandrubeksa
Managing Director
Office of Business Administration and Development
Tel. 535-585 1
Fax. 535-3010
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.
<PAGE>
(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 Marshal Chanin 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 No. 189/58 Wat Daodung Lane, Somdej Pra 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)
(Chanin ChandTubeksa) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Krit Pakakij) (Miss Chadaporn Poonpothong
<PAGE>
Terms and Conditions of Lease
Chapter 1. General provisions
Chapter 2. Special provisions
----------------------------------
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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:
<PAGE>
- 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
Vibhavadi-Rangsit Road, Donmuang District
Bangkok 10210
Telephone Nos. 535-1405, 535-1815
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. 535-3961
Facsimile No. 531-3964
<PAGE>
<TABLE>
<CAPTION>
(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
- ------------------------------------------------------------------------------------------------------------------------------------
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.)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Premises within the
Bangkok Airport
- -------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
LESSOR LESSEE
------ ------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Krit Pakakij) (Miss Chataporn Phlupothong)
[One page graphic (floor plan) omitted.]
EXHIBIT 10.15
TRANSLATION
Airports Authority of Thailand
171 Vibhavadi Rangsit Road
Bangkok 10210, Thailand
Tel: (662) 535-1111
Fax: (6621 531-5559
Additional Agreement as Appendix to
Bangkok International Airport Space Lease Agreement
No. 1-77/1995, dated March 13, 1996
Amendment No. 1
This additional agreement is made at the Airports Authority of Thailand
on October 13, 1997 between the Airports Authority of Thailand, by Group Captain
Panya Seingchareon, Deputy Managing Director of the Airports Authority of
Thailand, hereinafter called, "the Landlord", and J.M.T. Group Co., Ltd.,
registered as a limited company under the Civil and Commercial Code,
headquartered at No. 189/58, Wat Dao Dung Lane, Somdej Phra Pinkhlao Road, Bang
Yikhan Sub-District, Bang Plad District, Bangkok by Mr. Viratana Suntaranond,
authorized to oblige J.M.T. Group Co., Ltd. in line with the certificate issued
Bangkok Partnership/Corporation Registration Bureau, Department of Commercial
Registration, Ministry of Commerce, No. SO 0092453, dated July 16, 1997,
hereinafter called, "the Tenant".
The Landlord hereby agrees to let and the Tenant agrees to rent office
space in Bangkok international Airport for three years, starting April 1, 1995
to March 31, l998 in line with the Agreement No. 1-77/ 1995, dated March 13,
1996.
And the Landlord allows the Tenant to rent additional space in Bangkok
International Airport, namely, Room No. 0316A and 0316B with total area of 58.50
square metres from February 1, 1996; Room No. 2096, 2097, 2098 and 2099 with
total area of 226.00 square metres from February 15, 1996; and Room No. 3061
with an area of 71.00 square metres from June 1.
1996.
The Landlord and Tenant thereby agree to make this Agreement with the
following terms and conditions:
1. Appendix A attached to Agreement No. 1-77/ 1995 dated March 13, 1996
shall be cancelled and replaced with Appendix A attached to this Agreement.
<PAGE>
2. To make this Agreement, the Tenant has submitted a Letter of
Guarantee issued by Bangkok Metropolitan Bank Public Co., Ltd., Head Office, No.
L40-2391, dated September 17, 1997 for an amount of Bt346,612.50 (Three Hundred
and Forty-Six Thousand Six Hundred and Twelve Baht Fifty Satang) as a guarantee
to execute Agreement No. 177/ 1995, dated March 13, 1996.
3. Other terms and conditions in Agreement No. 1-77/ 1995, dated March
13, 1996 asides from the statements in Sections 1 and 2 of this Additional
Agreement shall continue to be valid and effective. 4. This Agreement shall be
effective from February, 1, 1996 onwards.
This Additional Agreement is made in two identical copies for each
party to keep on. Both parties have read and understood all the statements
herein and affixed their signature and company seal (if any) in the presence of
witnesses:
Landlord Tenant
-------- ------
(Signed! Group Captain (Signed)
(Panya Seingchareon) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
(Signed) (Signed)
(Mr. Krit Phakskit (Mr. Ponpol Pongniwatr)
<PAGE>
<TABLE>
<CAPTION>
Appendix A (4 pages) Page 1
Rate of Return from the Lease and Floor Plan
Additional Agreement as Appendix to Bangkok International Airport Space Lease
Agreement No. 1-77/1995, dated March 13, 1996, Amendment No. 1
- ------------------------------------------------------------------------------------------------------------------------------------
Leased Area Rent Rate/ Total Rent Monthly Monthly House- Compensation Lease Period
Space sq. m. sq. m/ Per Month Service Fees hold/Land Tax Per Day From To
Month
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Inside Bangkok
International Airport
- ---------------------
No. 3025 683.50 325.- 222,137.50 33,320.63 27,767.19 18,882. Feb 1, 1996 Mar 31, 1998
No. 0316A and 316B 58.50 325.- 19,012.50 2,851.87 2,376.56 1,616.- Feb 1, 1996 Mar 31, 1998
No. 2096, 2097, 2098 226.00 325.- 73,450.- 11,017.50 9,181.25 6,244.- Feb 15, 1996 Mar 31, 1998
and 2099
No. 3061 71.00 325.- 23,075.- 3,461.25 2,884.37 1,962.- Jun 1, l996 Mar 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Landlord Tenant
-------- ------
(Signed) Group Captain (Signed)
(Bancha Seingchareon) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
(Signed) (Signed)
(Mr. Krit Phakakit) (Mr. Ponpol Pongniwatr)
[Three pages of graphics (floor plans) omitted.]
EXHIBIT 10.16
(TRANSLATION)
CONTRACT ON PERMISSION TO SELL SOUVENIRS
AND MISCELLANEOUS MERCHANDISE AND
TO LEASE PREMISES TO ENGAGE IN BUSINESS
AT THE DOMESTIC PASSENGER TER1\IINAL OF
THE BANGKOK AIRPORT
DUTY STAMP
Contract No. 6-14/2539
THIS CONTRACT is made at the Airports Authority of Thailand on the 24th day of
May 1996 between THE AIRPORTS AUTHORITY OF THAILAND by Air Chief Marshal Chanin
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 189/58 Wat Daodung Lane,
Somdej Phra Pinklao Road, Bang Yeekhan Sub-District, Bangkok Noi District,
Bangkok Metropolis and having a branch office located at No -...............
by Mr. Viratana Suntaranond, the person authorized to act on behalf of the
company, hereinafter referred to as the "Supplier" of the other part.
WHERAS AAT is desirous to make available the service of sale of souvenirs and
miscellaneous merchandise at the Domestic Passenger Terminal of the Bangkok
Airport; and
WHERAS The Supplier has skill and is desirous to engage in the business and to
lease premises from AAT to engage in the said business.
NOW, THEREFORE, The Parties hereby agree as follows:
AAT agrees to permit the Supplier to engage in the business within the airport
and to lease premises therein in order to operate the business herein
contemplated subject to the conditions detailed in the "Contract Conditions for
Engagement in Business in Airports and Lease of Premises for Engagement in
Business" and the following Appendixes attached hereto and which are deemed
parts hereof:
Appendix A. List Showing Details of Leased Premises, Duration of Lease,
Rental, Charges and Plans of Leased Premises.
Appendix B. Contract Security.
Appendix C. Documents Showing the Incorporation and the Authorized
Person of the Supplier.
1
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Appendix D. Other (if any).
This Contract is made in duplicate with identical content. The Parties have
thoroughlyread 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
- --- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
- ------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Sukhawat Chayakorn) (Mr. Somiit Nupui)
2
<PAGE>
(TRANSLATION)
CONTRACT CONDITIONS FOR ENGAGEMENT
IN BUSINESS IN AIRPORTS AND LEASE OF
PREMISES FOR ENGAGEMENT IN BUSINESS
CHAPTER 1. GENERAL PROVISIONS
CHAPTER 2. SPECIAL PROVISIONS
-------------------------------------
CHAPTER 1. GENERAL PROVISIONS
1.1 Scope of Engagement in Business
AAT agrees to permit the Supplier to engage in the business in the airports as
detailed in Chapter 2 hereof.
1.2 Premises for Engagement in Business
The Supplier shall engage in the business under this Contract in the premises as
designated by AAT, the details of which are shown in Appendix A. The Supplier
agrees to lease the said premises for engagement in the business and shall, as
the lessee, comply with the conditions herein stipulated in all respects.
1.3 Duration of Contract
AAT agrees to permit the Supplier to engage in the business and to lease the
premises therefor for a duration set forth in Chapter 2 hereof.
1.4 Remuneration, Rental and Method of Payment
1.4.1In consideration to the permission granted for the engagement in
business and lease of premises, the Supplier agrees to pay to AAT
remunerations and rental as follows:
(a) Fee for the execution of contract in the amount of Baht 5,000
(Five thousand Baht) which is not inclusive of VAT.
(b) Remuneration payable from the business engaged and time for
payment thereof shall be as stipulated in Chapter 2. (c) Rental
and charges shall be as stipulated in Appendix A.
1.4.2The fee stipulated in Clause 1.4.1 (a) is to be paid to AAT on the
date hereof.
1
<PAGE>
1.4.3The Supplier agrees to pay the rental and charges as stipulated in
Appendix A to AAT monthly in advance within the 5th day of every
month.
1.4.4The Supplier consents to bear all the expenses to be incurred in
engagement in the business, e.g. charges relating to the electricity,
telephone, water supply or other costs and agrees to pay the same to
AAT within the period fixed in the invoices relating to such
respective expenses.
1.4.5The Supplier agrees to pay for AAT all the duty, levy and fees to be
incurred from the engagement in business and which are 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 as herein specified by AAT, the Supplier consents
for AAT to charge the same at the rate as amended.
1.4.6All the payments as herein required shall be made to the Financial
Section, the Financial Division of AAT. Upon such payments have been
duly made by the Supplier to AAT, AAT shall issue relevant receipts
therefor to the Supplier. All such receipts must bear the joint
signatures of the Chief of the Financial Section, the Financial
Division of AAT or any person entrusted therefor and of the Chief of
the Receipt-Payment Works, the Financial Section, the Financial
Division of AAT or the person entrusted as the financial of ficer of
AAT.
1.4.7If the Supplier is in default of payment of any of the remunerations,
rental, duty and charges herein payable to AAT, the Supplier consents
to pay a penalty to AAT 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.
The Supplier agrees that the right mentioned in the preceding
paragraph shall not prejudice the right of AAT to terminate this
Contract and to claim for other damapes.
1.5 The Supplier's Obligations
1.5.1In engaging in the business herein stipulated, the Supplier shall use
its skill, care and effort in accordance with the standard applied by
other suppliers in the same business, and shall take into account the
reputation and image of AAT.
2
<PAGE>
1.5.2. Except a prior written consent is given by AAT, the Supplier shall
neither assign the business herein stipulated nor grant a consent for
any person to engage in the business whether in whole or in part. Even
though such consent is granted by AAT, the Supplier shall still assume
all liabilities to be incurred from the engagement in the business
herein stipulated.
1.5.3The Supplier shall comply with the law, whether now in force or to be
in force in the future, relating to the engagement in business herein
stipulated.
1.5.4The Supplier shall comply with the special obligations stipulated in
Chapter 2 hereof.
1.6 The Supplier's Obligations as Lessee of Premises Required for Engagement in
Business under this Contract.
1.6.1Except a prior written consent is given by AAT, the Supplier shall
not use the leased premises for any purpose other than for engagement
in the business herein stioulated.
1.6.2Except a prior written consent is given by AAT, the Supplier shall
not, whether in whole or in part, sublease or assign the lease or
consent any person to exploit the leased premises.
1.6.3Except a prior written consent is given by AAT, the Supplier 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 AAT's property as from
the date from which such alteration, modification, addition or repair
is made thereto, and the Supplier shall not be entitled to claim for
any costs therefor or any damage from AAT.
1.6.4The Supplier shall always keep and maintain the leased premises in a
tidy and clean condition. Should the leased premises be dirty,
cluttered or deteriorated, the Supplier shall properly clean or repair
the same at the Supplier's expenses.
1.6.5The Supplier shall, at its own expense, make available at the leased
premises fire extinguishers which are approved by AAT.
1.6.6The Supplier shall comply with and shall ensure that the Supplier's
dependents or persons appointed, entrusted, employed or engaged by the
3
<PAGE>
Supplier to work in the business, comply with all related orders,
rules or regulations of AAT whether the same are currently in force or
which will be prescribed in the future. The Supplier 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, the Supplier shall be liable to AAT for any damage incurred as
a result of the act of any such persons as if it was the act of the
Suppliers.
1.6.7Throughout the period for which the lease of premises is still in
effect, the Supplier will, from time to time and for a reasonable
duration, allow AAT or its personnel to inspect the leased premises
and facilitate such personnel in making such inspection.
1.7 Termination
1.7.1Except as otherwise stipulated in Chapter 2 hereof, during the period
of this Contract, AAT 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 the Supplier not less than thirty (30) days
in advance. The Supplier agrees not to institute any lawsuit or claim
for any damage against AAT as a result thereof.
1.7.2Each of the stipulations of this Contract is of essence. Should the
Supplier commit or fail to commit any act in violation of any
stipulation of this Contract or become bankrupt, AAT is entitled to
immediately terminate this Contract and to claim for damage including
to forfeit the contract security herein given.
1.8 Cessation of Business and Return of Leased Premises.
1.8.1Upon the expiry of the term of this Contract or the exercise by AAT
of its right to terminate this Contract in accordance with Clause 1.7,
as the case may be, this Contract shall be deemed to be immediately
terminated. The Supplier shall then cease to engage in the business,
demolish or remove the Supplier's properties from the leased premises
and return the leased premises to AAT 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.
1.8.2Should the Supplier fail to comply with the stipulation of Clause
1.8.1, the Supplier consents for AAT to immediately repossess the
leased premises including to demolish or remove the Supplier's
properties from the leased premises. The Supplier consents to bear all
the expenses incurred by AAT therefor. Should there be any damage
incurred therefrom, the Supplier shall not claim for any damage.
4
<PAGE>
1.8.3In addition to the consent given to AAT to repossess the leased
premises and to demolish or remove the Supplier's properties therefrom
as mentioned in Clause 1.8.2, the Supplier also consents to pay a
daily penalty to AAT at the rate stipulated in Chapter 2 to be
calculated from the date following the due date required for the
Supplier to cease the business and return the leased premises until
the Supplier and its dependents shall have vacated the leased premises
and properly returned the same or until AAT has duly completed the
acts stipulated in Clause 1.8.2, as the case may be.
1.9 Dispute
The Parties agrees to refer any dispute arisen out of this Contract to any Court
of competent jurisdiction within Bangkok Metropolis.
CHAPTER 2. SPECIAL PROVISIONS
2.1 Scope of Engagement in Business
AAT agrees to permit the Supplier and the Supplier agrees to engage in the
business of sale of souvenirs and miscellaneous merchandise at the Domestic
Passenger Terminal of the Bangkok Airport, to passengers and persons using
the services of such airport.
2.2 Construction, Decoration of Business Premises and Ownership in Structure
In engaging in the business as stipulated in Clause 2.1, AAT has permitted
the Supplier and the Supplier agrees to construct, decorate the business
premises at the entire expenses of the Supplier provided the Supplier shall
propose the plans therefor for AAT's prior approval. Any such construction
or decoration shall be made in a discerning and orderly manners. The
materials to be used therefor must be of good quality and contemporary. The
Supplier agrees that such construction or decoration shall become the
property of AAT as from the date the same is made thereto, and the Supplier
shall not claim for any expense therefor or any damage against AAT.
2.3 Duration of Contract
AAT agrees to permit and the Supplier agrees to engage in the business of
sale of souvenirs and miscellaneous merchandise herein stipulated for a
5
<PAGE>
period of 3 years commencing from July 1, 1996 to June 30, 1999. AAT agrees
to let and the Supplier agrees to lease the leased premises for sale of
souvenirs and miscellaneous merchandise as herein stipulated for a period
stipulated in the List (Appendix A) attached hereto.
2.4 Remuneration for Permission to Engage in Business and Method of Payment
2.4.1The Supplier agrees to pay a monthly remuneration for permission
granted to engage in the business of sale of souvenirs and
miscellaneous merchandise, to AAT at the rate thereof fixed for each
respective years as follows:
- During the lst year commencing from July 1, 1996 to June 30' 1997,
in the amount of Baht 2,838,789 (Two million eight hundred thirty
eight thousand seven hundred eighty nine Baht) per month.
- During the 2nd year commencing from July 1, 1998 to June 30, 1998,
in the amount of Baht 3,122,667.90 (Three million one hundred twenty
two thousand six hundred sixty seven and 90/100 Baht) per month
During the 3rd year commencing from July 1, 1998 to June 30,1999, in
the amount of Baht 3,434,934.69 (Three million four hundred thirty four
thousand nine hundred thirty four and 69/100 Baht) per month.
The Supplier agrees that the remuneration to be paid to AAT for permission
granted to sell souvenirs and miscellaneous merchandise as mentioned above
is not inclusive of VAT for which the Supplier shall pay for the same at
the rate provided under the law.
2.4.2The Supplier agrees to pay the remuneration, as stipulated in Clause
2.4.1, together with VAT to AAT monthly in advance within the 5th day
of every month.
2.5 Special Obligations
In engaging in the business of sale of souvenirs and miscellaneous
merchandise, the Supplier shall comply with the following:
2.5.1Except a prior written consent is given by AAT, the Supplier shall
not either use the leased premises for any purpose other than that
stipulated in Clause 2.1,sublease, assign the lease, assign the
business to any person or consent any person to exploit the leased
premises, whether in whole or in part.
6
<PAGE>
2.5.2The Supplier shall have the business of the sale of souvenirs and
miscellaneous merchandise opened everyday without any holiday, and
shall open - close the premises for sale of souvenirs and
miscellaneous merchandise at least from 06.00 - 24.00 hours everyday.
If the Supplier is desirous to change the said business hours, a
written permission therefor must be obtained from AAT in advance.
2.5.3The souvenirs and miscellaneous merchandise available for sale, must
be the products manufactured in Thailand or products, manufactured
abroad, which a permission has been granted for distribution of the
same in Thailand. Such souvenirs and miscellaneous merchandise must be
of an equivalent quality comparable to the same type of souvenirs and
miscellaneous merchandise available for sale in any first class
department stores in Thailand.
2.5.4The Supplier shall put price tags, in Thai Baht or other currency as
deemed appropriate, on all the souvenirs and miscellaneous merchandise
available for sale in a conspicuous manner. In case any person who
purchased the souvenirs or miscellaneous merchandise, has complained
or made a complaint to AAT that the prices thereof are unreasonably
high, AAT reserves the right to notify the Supplier to change the
prices of the merchandise available for sale, and the Supplier agrees
to accept such AAT's consideration to be f~nal in all respects.
2.5.5There are souvenirs and miscellaneous merchandise which are
absolutely prohibited to be sold in the business premises, i.e.
souvenirs and miscellaneous merchandise which are illegal or not
permitted to be carried on board, foods, snacks and all types of
beverages including alcoholic beverages.
2.5.6The carton or package for packing the souvenirs and miscellaneous
merchandise must be compact and suitable for carrying on board.
2.5.7Upon a prior written approval is granted by AAT, the Supplier may
generate income from advertising activity provided such advertisement
must be for those souvenirs and miscellaneous merchandise available
for sale in the business premises.
2.5.8The Supplier shall ensure that its dependents or persons appointed,
entrusted, employed or assigned by the Supplier to work in its
business, dress properly, wear name tag or name plate approved by AAT
7
<PAGE>
and perform their duties in selling souvenirs and miscellaneous
merchandise with polite manner.
2.5.9Should, during engagement in the business stipulated under this
Contract, there is any damage incurred to the properties or reputation
of AAT or others and notwithstanding such damage is caused by the
Supplier or persons appointed, entrusted, employed or assigned by the
Supplier to work-in its business, the Supplier consents to pay all
damages incurred to AAT or other person and shall immediately do so
upon being notified by AAT in writing.
2.5.10 The Supplier shall not use the words "AIRPORTS AUTHORITY OF
THAILAND", "AAT", other reference relating to AAT or any of AAT's
symbols or marks, as a character or symbol of the Supplier's business
or corporate name, in a manner which may lead the others to believe
that it is the business of AAT.
2.6 Renovation, Modification or Addition
Unless prior written consent is given by AAT, the Supplier shall not make
any renovation, modification or addition of or to the existing structure of
the business premises.
Any renovation, modification or addition made to the business premises
shall, in any event, ecome the property of AAT as from the date the same is
made thereto, and the Supplier shall not claim for any expense therefor or
damage against AAT.
2.7 AAT's Reservation
2.7.1The area of the leased premises, on which AAT permits the Supplier to
lease the same as its business premises and having details as shown in
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 Supplier of the
construction, renovation or decoration of the business premises, AAT
shall, therefore, measure the actual area thereof for making
calculation of the rental and related charges based upon the areas
actually leased. AAT shall later notify the result thereof in writing
to the Supplier and such AAT's notice shall be deemed part hereof.
2.7.2During the period of this Contract, if AAT finds it necessary or is
desirous to change, move, increase or decrease the area of the
business premises or take back any part thereof, and the result of
8
<PAGE>
which would render the Supplier to be unable to continue to engage in
the business in the said business premises or to make another
renovation, modification or decoration of the business premises, the
Supplier agrees to give its consent thereto and shall do so at the
entire expenses of the Supplier. The Supplier also agrees not to claim
for any expense therefor or damage against AAT.
2.7.3During the period of this Contract, AAT reserves the rights, by
advance notice to the Supplier, to adjust the rental and any related
charges relating to the lease of the business premises as AAT deems it
appropriate, and the Supplier agrees to accept the new rates of rental
and related charges adjusted by AAT.
2.8 Damage
Should the Supplier not comply with the stipulation of Clause 1.8.1
concerning the General Provisions, the Supplier agrees to pay damage to AAT
at the rate of Baht 236,646 (Two hundred thirty six thousand six hundred
forty six Babt) per day.
2.9 Contract Security
In entering into this Contract, the Supplier has delivered a security
having a value equal to 5 times of the monthly remuneration payable during
the 3rd year of this Contract, to secure its performance hereunder (the
details of which is shown in Appendix B).
9
<PAGE>
<TABLE>
<CAPTION>
(TRANSLATION)
LIST OF REMUNERATION FOR THE LEASE AND PLAN OF LEASED PREMISES
CONTRACT NO. 6-14/2539 DATED MAY 24,1996
Appendix A
(Total 3 Pages)
Page 1
- ------------------------------------------------------------------------------------------------------------------------------------
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
(Sq.m.)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Premises within the Domestic
- ----------------------------
Passenger Terminal
- ----------------------------
Bangkok Airport
- ---------------
- No. 101 B 30.00 750.- 22,500.- 3,375.- 2,812.50 July 1, 1996 June 30, 1999
- No. 2653 40.00 750.- 30,000.- 4,500.- 3,750.- July 1, 1996 June 30, 1999
- No. 2654 50.00 750.- 37,500.- 5,625.- 4,687.50 July 1, 1996 June 30, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
AAT Supplier
--- --------
(Signed) Air Chief Marshal (signature) (Signed) (signature) (seal)
(Chanin Chandrubeksa) (Mr. Viratana Suntaranond)
Witness Witness
------- -------
(Signed) (signature) (Signed) (signature)
(Mr. Sukhawat Chavakorn) (Mr. Somjit Nuepui)
[Two pages of graphics (floor plans) omitted.]
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 Panya Seing
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 189/58 Wat Daodung Lane.
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)
<PAGE>
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
---------- ----------
(Signed) (Signature) (Signed) (Signature)
Group Captain SEAL
(Panya Sieingcharoen) (Mr. Viratans Suntaranond)
WITNESS WITNESS
------- -------
(Signed) (Signature) (Signed) (Signature)
(Miss. Chanalai Chayakul) (Miss Chadaporn Pulpothong)
<PAGE>
Term and Conditions of Lease
Chapter 1. General provisions
Chapter 2. speical Provisions
-----------------------------
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
Chapter 2 Special Provisions
Notices
Name and Address of the Lessor
The Airports Authority of Thailand
Vibhavadi - Rangsit Road, Donmuang District
Bangkok 10210
Telephone No. 535-1405, 535-1815
Fax No. 531-5559
Name and Address of the Lessee
J.M.T. Group Co., Ltd.
189/58 Wat Daodung Lane
Somdej Phra Pinklao Road
Bangyeekhan Sub-district
Bangkok Noi District
Bangkok Metropolis
Telephone No. 253-6451 -9
Fax No. 254-3940
<PAGE>
<TABLE>
<CAPTION>
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.
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[One page of graphic (floor plan) omitted.]
EXHIBIT 10.18
TRANSLATION
Contract of Lease of Premises at Chiangmai Airport
Contract No. Cho-Mor 1-21/1997
This contract is made at The Airport Authority of Thailand on Julv 9. 1997.
between The Airport Authority of Thailand by Group Captain Panya Seing 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 189/58 Wat Daodung Lane, 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, dated February 5, 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 Chaingmai 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)
<PAGE>
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
---------- ----------
(Signed) (Signature) (Signed) (Signature)
Group Captain SEAL
(Panya Seingcharoen) (Mr. Viratana Suntaranond)
WITNESS WITNESS
------- -------
(Signed) (Signature) (Signed) (Signature)
(Miss Chor Jaruwan Pendpaisit) (Mrs. Manutya Benjakul)
<PAGE>
Term and Conditions of Lease
Chapter 1. General Provisions
Chapter 2. Special provisions
-----------------------------
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.
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.
<PAGE>
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 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 Chiangmai
Airport, 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 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
<PAGE>
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 permitsion 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 permises.
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
<PAGE>
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 May 8, 1997 until May 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 Lessor 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 (:ontract 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 given.
<PAGE>
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.
<PAGE>
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.
<PAGE>
Chapter 2 Special Provisions
Notices
Name and Address of the Lessor
The Airports Authority of Thailand
Vibhavadi - Rangsit Road, Donmuang District
Bangkok 10210
Telephone No. 535-1405, 535-1815
Fax No. 53 1-5559
Name and Address of the Lessee
J.M.T. Group Co., Ltd.
189/58 Wat Daodung Lane
Somdej Phra Pinklao Road
Bangyeekhan Sub-district
Bangkok Noi District
Bangkok Metropolis
Telephone No. 535-3961-3
Fax No.
<PAGE>
<TABLE>
<CAPTION>
LIST SHOWING DETAILS OF LEASED PERMISES, DURATION OF LEASE Appendix A
RENTAL, CHARGES AND LAYOUT OF LEASED PERMISES Total 3 Pages
ATTACHED TO THE CONTRACT AT CM. 1-21/1997 DATED JULY 9,1997 Page 1
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The area within Chaingmai
Airport
- -------------------------
- - Area for the Hall Passenger 16.00 450.00 7,200.00 1,080.00 900.00 612.00 June 1, 1997 May 31, 2000
(ground floor)
- - Area for the Hall Passenger 22.25 450.00 10,012.50 1,501.88 1,251.56 851.00 June 1, 1997 May 31, 2000
(First floor)
- - Area for Domestic Passenger 14.00 450.00 6,300.00 945.00 787.50 536.00 June 1, 1997 May 31, 2000
Departure Lounge
- - Area for International
Passenger 15.00 450.00 6,750.00 1,012.50 843.75 574.00 June 1, 1997 May 31, 2000
Departure Lounge
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE LESSOR THE LESSEE
(Signed) Group Captain
(signaure) (Signed) (Signature) (Seal)
(Panya Seingchareon) Mr. Viratana Suntaranond)
(Signed) WITNESS WITNESS
(signature) (Signed) (signaure)
(Miss Chor Jaruwan Petchpisit) (Mrs. Manunya Benjakul)
[Two pages graphics (floor plan) omitted.]
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 Panya Seing
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 189/58 Wat Daodung Lane,
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, 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)
<PAGE>
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
---------- ----------
(Signed) (Signature) (Signed) (Signature)
Group Captain SEAL
(Panya Seinacharoen) (Mr. Viratana Suntaranond)
WITNESS WITNESS
------- -------
(Signed) (Signature) (Signed) (Signature)
(Miss. Chanalai Chayakul) (Miss. Chadaporn Poolphotong)
<PAGE>
Term and Conditions of Lease
Chapter 1. General Provisions
Chapter 2. Special Provisions
----------------------------
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.
<PAGE>
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
<PAGE>
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 dhall 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
<PAGE>
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
<PAGE>
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.
<PAGE>
Chapter 2 - Special Provisions
Notices
Name and Address of the Lessor
The Airports Authority of Thailand
Vibhavadi - Rangsit Road, Donmuang District
Bangkok 10210
Telephone No. 535-1405, 535-1815
Fax No. 534-5559, 535-4061
Name and Address of the Lessee
J.M.T. Group Co., Ltd.
189/58 Wat Daodung Lane
Somdej Phra Pinklao Road
Bangyeekhan Sub-district
Bangkok Noi District
Bangkok Metropolis
Telephone No. 253-6451-9
Fax No. 254-1940
<PAGE>
<TABLE>
<CAPTION>
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
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PREMISES WITHIN THE
- -------------------
INTERNATIONAL PASSENGER
- -----------------------
TERMINAL, BUILDING 1
- -----------------------
NO. 1302 AND 1302 B 48.00 750.00 36,000.00 5,400.00 4,500.00 3,060.00 APRIL 1, 1998 MARCH 31, 2001
NO. 3303 A 12.00 750.00 9,000.00 1,350.00 1,125.00 765.00 APRIL 1, 1998 MARCH 31, 2001
NO. 3303 A/1 9.00 750.00 6,750.00 1,012.50 843.75 573.75 APRIL 1, 1998 MARCH 31, 2001
NO. 3303 B 36.50 750.00 27,375.00 4,106.25 3,421.88 2,326.88 APRIL 1, 1998 MARCH 31, 2001
NO. 3304 B 12.00 750.00 9,000.00 1,350.00 1,125.00 765.00 APRIL 1, 1998 MARCH 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 APRIL 1, 1998 MARCH 31, 2001
NO. 3342 E/2 28.50 750.00 21,375.00 3,206.25 2,671.88 1,816.88 APRIL 1, 1998 MARCH 31, 2001
NO. 3342 E/3 39.00 750.00 29,250.00 4,387.50 3,656.25 2,486.25 APRIL 1, 1998 MARCH 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 APRIL 1, 1998 MARCH 31, 2001
NO. 3342 F/2 28.50 750.00 21,375.00 3,206.25 2,671.88 1,816.88 APRIL 1, 1998 MARCH 31, 2001
NO. 3342 F/3 39.00 750.00 29,250.00 4,387.50 3,656.25 2,486.25 APRIL 1, 1998 MARCH 31, 2001
NO. 0316 42.50 750.00 31,875.00 4,781.25 3,984.38 2,709.38 APRIL 1, 1998 MARCH 31, 2001
NO. 3265 S 22.00 750.00 16,500.00 2,475.00 2,062.50 1,402.50 APRIL 1, 1998 MARCH 31, 2001
NO. 3265 S/1 12.50 750.00 9,375.00 1,406.00 1,171.88 796.88 APRIL 1, 1998 MARCH 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
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL PASSENGER
TERMINAL. BUILDING 2
NO. 2797 A 41.00 750.00 30,750.00 4,612.50 3,843.75 2,613.75 APRIL 1, 1998 MARCH 31, 2001
NO. 3770 43.50 750.00 32,625.00 4,893.75 4,078.13 2,773.13 APRIL 1, 1998 MARCH 31, 2001
NO. 3735 A 160.50 750.00 120,375.00 18,056.25 15,046.88 10,231.88 APRIL 1, 1998 MARCH 31, 2001
NO. 3735 A/1 90.00 750.00 67,500.00 10,125.00 8,437.50 5,737.50 APRIL 1, 1998 MARCH 31, 2001
NO. 3735 A/2 27.00 750.00 20,250.00 3,037.50 2,531.25 1,721.25 APRIL 1, 1998 MARCH 31, 2001
NO. 3265 X 156.00 750.00 117,000.00 17,550.00 14,625.00 9,945.00 APRIL 1, 1998 MARCH 31, 2001
NO. 3757 A 12.50 750.00 9,375.00 1,406.25 1,171.88 796.88 APRIL 1, 1998 MARCH 31, 2001
NO. 3712 A 33.50 750.00 25,125.00 3,768.75 3,140.63 2,135.63 APRIL 1, 1998 MARCH 31, 2001
NO. 3712 B 16.00 750.00 12,000.00 1,800.00 1,500.00 1,020.00 APRIL 1, 1998 MARCH 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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE LESSOR THE LESSEE
---------- ----------
(Signed) (signature) (Signed) (signature) (Seal)
(Panya Siengchalern) Mr. Viratana Suntaranond)
WITNESS WITNESS
------- -------
(Signed) (signature) (Signed) (signature)
(Miss. Chanalan Chayakul) (Miss Chadaporn Pulpotong)
[Five pages of graphics (floor plans) omitted.]
EXHIBIT 10.20
TRANSLATION
Airports Authority of Thailand
171 Vibhavadi Rangsit Road
Bangkok 10210, Thailand
Tel: (662) 535-1111
Fax: (662) 531-5559
No. AAT 6034/2540 (1997) November 11, 1997
Managing Director
King Power Tax-Free Co., Ltd.
Ref: 1. The Company's letter No. JT. 172/1997, dated October 8, 1997
2. The Company's letter No. TF. 23/1997, dated November 6, 1997
Encl: Two sheets of the floor plan and space allowed to rent
Dear Sir:
Request for additional space for Amazing Thailand project
---------------------------------------------------------
Following a request from King Power Tax-Free Co., Ltd. to rent additional
space to sell Thai goods to promote tourism in Thailand and renovate its outlets
No 3342E and 3342F at the Departure Lounge, Terminal 1, taking 10 days for each
outlet, and ask for reduction of the return rate for November 1997 as stated in
the reference letters
The Airports Authority of Thailand (MT) has considered the request and is
pleased to notify the Company that:
1. AAT allows the Company to sell goods and souvenirs to promote tourism in
Thailand for two years, starting January 1, 1998 to December 31, 1999 at the
International Terminal 1, 3rd floor, at the passenger lounge beside the glass
wall on the east, and International Terminal 2, 3rd floor, at the connection
posts of Terminal 2 and the south corridor, and space in front of the special
passenger lounge of EVA Air Co., Ltd. with not additional return charge but AAT
will continue to collect the rent of Bt750 per square metre per month, service
fees of 15 percent of the rent, household taxes of 12.5 percent of the rent, and
other fees at the rate fixed by MT. However, the Company is required to sell
goods at low prices (lower than those in department stores).
2. MT allows the Company to renovate space No. 3342E and 3342F, each about
257 square metres and MT will reduce the return charges during the renovation at
Btl,736.43 per day with a condition that renovation for each outlet shall not
exceed 10 days. If renovation is completed before the 10 days' period, the
reduction of the return rated will be calculated on the actual renovation days
but if beyond 10 days' period, the reduction of the return rate will be
calculated only for 10 days.
<PAGE>
In terms of renovation, the Company has to submit its renovation plan to
AAT for approval in advance, and the Company can now proceed to coordinate with
the Airport Control Center, Airport Operations Department, Te1. 535-1262.
For your information and please reply to confirm your decision in writing
by November 20, 1997.
Very Truly Yours,
(Mr. Bancha Pattaporn)
Deputy Managing Director
Acting on Behalf of the Managing Director
Finance Department
Tel: 535-1590
Fax: 535-1855
[Two pages of graphics(floor plans) omitted.]
EXHIBIT 10.21
(Translation)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No.2 Chalermkhet 4 Road, Bangkok Metropolis
Tel. 2230561
Date February 25, 1993
We, Bangkok Metropolitan Bank Public Company Liinited, of No. 2 Chalermkhet
4 Road, Kwaeng Thepsirin, Khet Pomprab, Bangkok Metropolis hereby issue this
Letter of Guarantee to the Airports Authority of Thailand and under the
following terms:
Clause 1. According to the Contract on Pemission for Sale of Merchandise
and Souvenirs at the Arrival and Departure Halls within the International
Passenger Terminals of the Bangkok Airport, entered into by J.M.T. Group Co.,
Ltd. under which J.M.T. Group Co., Ltd. shall provide a performance security
required unde the contract to the Airports Authority of Thailand in the amount
of Baht 200,419,016.55 (Two hundred million four hundred nineteen thousand
sixteen and 55/100 Baht).
We agree to abide ourselves as a guarantor for J.M.T. Group Co., Ltd. to
the Airports Authority of Thailand for any liability in an amount not exceeding
Baht 200,419,016.55 (Two hundred million four hundred nineteen thousand sixteen
and 55/100 Baht). If J.M.T. Group Co., Ltd. fails to comply with any conditions
of the Contract entered into by its with the Airports Authority of Thailand or
be in breach of any condition stipulated therein, and by which the Airports
Authority of Thailand shall be entitled to forfeit the security or claim for a
penalty or damage from J.M.T. Group Co., Ltd., we agree to immediately make such
payment without you having to first demand J.M.T. Group Co., Ltd. to do so.
Clause 2. We acknowledge and consent for any postponement, extension of
time or release given by the Airports Authoprity of Thailand, for performance by
J.M.T. Group Co., Ltd. of any condition of the contract provided the Airports
Authority of Thailand shall notify us of the same without delay.
Clause 3. We shall not revoke this guarantee herein made during the period
within which J.M.T. Group, Co.. Ltd. is still liable under the conditions of the
Contract.
<PAGE>
IN WITNESS WHEREOF, we, Bangkok Metropolitan Bank Public Company
Limited by the undersigned, who are authorized to sign to bind the Bank, have
set their hands with the seal affixed.
For Bangkok Metropolitan Bank Public Company Limited
Signed (Signature) Guarantor Signed (Signature) Guarantor
----------------- -----------------
(Mrs. Sumitra Trisrisak) (Mr. pongcharoen Sanguansak)
Asst. Director of Credit and Deputy Director of Credit and
Security Div. Security Div.
Signed (Signature) Witness Signed (Signature) Witness
--------------- -----------------
(Mr. Wanchai Kittitaporn) (Mr. Prapas Uengchareon)
EXHIBIT 10.22
(Translation)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No.2 Chalermkhet 4 Road, Bangkok Metropobs
Tel 2230561
LETTER OF GUARANTEE
Date April 1, 1995
We, Bangkok Metropolitan Bank Public Company Limited, of No. 2 Chalermkhet
4 Road, Kwaeng Thepsirm, Khet Pomprab, Bangkok Metropolis hereby issue this
Letter of Guarantee to the Airports Authority of Thailand under the following
terms:
Clause 1. According to the Contract for the Lease of Unit Within the
Bangkok Airport Building Contract No. 1-77/1995 dated
- -----------------------------------, entered into by J.M.T. Group Co., Ltd.
under which J.M.T. Group co., Ltd. shall provide a performance security required
under the Contract to the Airports Authority of Thailand in the amount of Baht
666,413- (Six hundred sixty six thousand four hundred thirteen Baht only.)
We agree to abide ourselves as a guarantor for J.M.T. Group Co., Ltd. to
the Airports Authority of Thailand for any liability in an amount not exceeding
Baht 666,413.-(Six hundred sixty six thousand four hundred thirteen Baht only).
If J.M.T. Group Co., Ltd. fails to comply with any conditions of the Contract
entered into by its with the Airports Authority of Thailand or be in breach of
any condition stipulated therein, and by which the Airports Authority of
Thailand shall be entitled to forfeit the security or claim for a penalty or
damage from J.M.T. Group Co., Ltd., we agree to immediately make such payment
without you having to first demand J.M.T. Group Co., Ltd. to do so.
Clause 2. We acknowledge and consent for any postponement, extension of
time or release given by the Airports Authoprity of Thailand, for performance by
J.M.T. Group Co., Ltd. of any condition of the contract provided the Airports
Authority of Thailand shall notify us of the same without delay.
Clause 3. We shall not revoke this guarantee herein made during the period
within which J.M.T. Group, Co.. Ltd. is still liable under the conditions of the
Contract.
<PAGE>
IN WITNESS WHEREOF, we, Bangkok Metropolitan Bank Public Company Limited by the
undersigned, who are authorized to sign to bind the Bank, have set their hands
with the seal affixed.
For Bangkok Metropolitan Bank Public Company Limited
Signed (Signature) Guarantor Signed (Signature) Guarantor
(Mr. Preechar Sirichindaporn) (Miss Nipaphan Ek-intumas)
Chief of General Guarantee Section
Deputy Director of Credit and
Security Div.
Signed (Signature) Witness Signed (Signature) Witness
(Mr. Pairoj Phudkanya) (Miss Yupadee Pohiran)
EXHIBIT 10.23
(TRANSLATION)
OVERDRAFT AGREEMENT
Date 3l March 1993
THIS OVERDRAFT AGRFEMENT is made at the office of Bangkok
Metropolitan Bank Public Company limited, Suan Mali Main Office by J. M.T. Group
Co, Ltd., of years, Nationality , Race , having its office located at No. 189/58
Wat Daodung Lane, Somdej Phra Pinklao Road, Bangyeekhan Sub-District, Bangkok
Noi District, Bangkok Metropolis and having a current account No. 24734-2
maintained with Bangkok Metropolitan Bank Public Company Limited, Suan Mali Main
Office, hereinafter referred to as the "Overdrawer". We, the Overdrawer, hereby
execute this Agreement with Bangkok Metropolitan Bank Public Company Limited,
hereinafter referred to as the "Bank", to evidence the following:
Clause 1) The Overdrawer has requested, as per the Application for
Overdraft Facility dated March 31, 1993, for an overdraft facility to be drawn
from the above-mentioned current account, and the Bank hereby agrees to extend
the overdraft facility to the Overdrawer in an amount not exceeding Baht
2,500,000. (Two million and five hundred thousand Baht) under which the
indebtedness incurred thereby shall be payable to the Bank by March 31, 1994.
The amount overdrawn shall be as evidenced in the Overdrawer's current account
maintained with the Bank.
Clause 2) The Overdrawer agrees to accept this Agreement as a
ratification and consents that this Agreement shall be extended to cover any
amounts overdrawn by the Overdrawer from the above-mentioned current account
prior to the Application date and/or the date hereof, and shall be inclusive of
the amounts to be overdrawn after the date hereof. The Overdrawer's withdrawal
slips either in the forms of cheque or other types of documents which can be
taken or assumed as an evidence of indebtedness and against which the Bank has
made the payment for, to the order of or in line with the agreements made with
the Overdrawer, shall be deemed part hereof. The amount withdrawn by the
C)verdrawer from the Bank or paid by the Bank on the order made under such
withdrawal slip shall be deemed as the indebtedness payable under this
Agreement. In case the total amount overdrawn exceeds the limit set forth in
this Agreement, then the balance shown in the current account shall be treated
as evidence of indebtedness as provided for the Civil and Commercial Code
concerning the same.
Clause 3) The Overdrawer consents to pay interest to the Bank on the
amount overdrawn, within the limit stipulated under this Agreement, at the rate
of 13.5 per cent per annum, but should the balance shown in the current account
1
<PAGE>
exceeds the limit of the overdraft facility requested for by the Overdrawer, the
Overdrawer agrees to consent the Bank to charge interest, on the exceeded
amount, at the rate of 19 per cent per annum, a!l are in accordance with the
Notification of the Bank of Thailand which authorizes a commercial bank to
charge interest at the rates to be announced by it. The Overdrawer agrees that
if the Bank will later increase or decrease its interest rates, the Overdrawer
shall accept the new interest rates as adjusted by the Bank. The interest shall
be paid monthly on the ls' day of every month. Should any due date falls on a
holiday of the Bank, the interest shall then be paid on the following business
day.
Clause 4) Other than those stipulated in this Agreement, the
Overdrawer agrees that the overdraft to be made hereunder shall also be in
accordance with the custom adopted by the banks either in the calculation,
collection or payment of interest. The Overdrawer is obligated to deposit the
interest into the current account within the period required therefor as
stipulated in Clause 3 hereof. Should the Overdrawer fail to do so, the
Overdrawer consents for the Bank to deduct any amount from the Overdrawer's
current account, if the balance therein is sufficient, as payment of the
interest, but if the balance therein is insufficient, the Overdrawer agrees to
consent the Bank to, without having to first notice for the payment thereof,
debit the Overdrawer's current account to account the amount of interest
payable. As soon as the Overdrawer fails to make payment of interest at any
intervals, the Overdrawer consents for the Bank to combine the amount of overdue
interest with the amounts overdrawn, and the amount of the overdue interest
combined shall be deemed as an amount overdrawn in which the Overdrawer shall
have to pay interest thereon, at any rate, at the same payment interval therefor
as hereinabove stipulated.
Clause 5) The time fixed for repayment of the overdraft, as
stipulated in Clause 1 hereinabove, shall not prejudice the right of the Bank to
demand the Overdrawer to pay all or part of the indebtedness to the Bank prior
to such time. In exercising the right to demand the Overdrawer to make the early
repayment of the overdraft, the Bank is not required to give any reason
therefor, and the Overdrawer shall thereby immediately make the payment thereof.
Clause 6) Should the Overdrawer be in breach of all or any part of
this Agreement, the Overdrawer consents to be liable for payment in furl' of all
damages incurred including expenses for the service of notice of demand, legal
proceedings and the enforcement of judgement.
Clause 7) As security under this Agreement, the Overdrawer has
arranged for Mr Viratana Suntaranond and Mr. Vichai Raksriaksorn to execute the
letters of guarantee dated March 31, 1993 to the Bank and/or mortgage/pledge
owned by the Overdrawer or the guarantor, to secure the indebtedness of the
Overdrawer under this Agreement and to continue to do so up to and until the
Overdrawer has entirely paid the indebtedness owed by it under this Agreement.
2
<PAGE>
Clause 8) In case of mortgage of structure, the Overdrawer shall, on
a yearly basis and throughout the mortgage period, maintain an insurance against
fire on such mortgaged structure with such insurance company and in such
insurable amount as the Bank will designate. The insurance premium, in each and
every year, shall be borne by the Overdrawer, and the Overdrawer consents for
the Bank, on behalf of the Overdrawer, to effect the insurance and pay the
insurance premium provided the Overdrawer shall make available to the Bank the
insurance premium payable in each year as notified by the Bank. Should the
Overdrawer fails to make available the insurance premium to the Bank, the
Overdrawer consents for the Bank to deduct the same amount from the Overdrawer's
current account, and should the balance in the said account is insufficient
therefor, the Overdrawer, upon notice by the Bank, consents for the Bank to
combine the amount of insurance premium with the amounts overdrawn including to
charge interest thereon at the rate stioulated in Clause 3.
The Overdrawer has thoroughly read and understood the content hereof,
found it to be in accordance with the intended purpose and thus set their hands
in presence of witnesses.
(seal)
(Signed) (Signature Overdrawer
-----------------------
(J.M.T.Group Co., Ltd.)
(Signed) (Signature Overdrawer
-----------------------
(Signed) (Signature Overdrawer
-----------------------
3
EXHIBIT 10. 24
(Translation)
Registration No. BorMorJor. 202
- --------------------------------------------------------------------------------
Bangkok Metropolitan Bank Public Company Limited
AGREEMENT FOR LOAN
Executed at Bangkok Metropolitan
Public Company Limited.
Dated 29 April, 1996.
We, J.M.T.Group Co., Ltd., represented by Mr. Viratana Suntaranond
director entrusted to act for the Company, located at No. 189/58 Daodung Temple
Lane, Somdej Phrapinklao Road, Bangyikhan Sub-district, Bangkok Noi District,
Bangkok Metropolis, hereinafter called "Borrower" of the one part and Bangkok
Metropolitan Bank Public Company Limited hereinafter called "Lender" of the
other part. Both Parties hereby agree as follows:
Clause 1. Lender agrees to offer loan and Borrower agrees to take a
loan of 100,000,000.00 Baht (One Hundred Million Babt Only) for use as capital
for selling souvenirs at the Airport, and Borrower shall receive the loan
completely within I month from date of execution of this Agreement.
Clause 2. In taking the loan, the Borrower agrees to issue Promissory
Notes of its own in amounts matching the amount of money sought each time, for
evidence of receipt of money, the Borrower may take loan once or several times,
whose total does not exceed the amount as prescribed in Clause 1. of this
Agreement.
In issuing Promissory Notes, the Borrower shall issue each Promissory
Notes with validity period not exceeding 90 days, and it shall not exceed the
period stated in Clause 1. Of this Agree~nent and Borrower shall issue each
Promissory Note by not exceeding August 29, 1997 and Borrower pledges to pay
back the principal to Lender immediately upon each Promissory Note matures, over
and above paying interest.
Clause 3. The Lender shall make decision absolutely at any draw down
made whether loan would be granted or not and Borrower is not entitled to seek
compensation for damage from Lender.
<PAGE>
Clause 4. When seeking a loan under Clause 1 of this Agreement, the
Borrower hereby request Lender to deposit the amount drawn into the Current
Account of Borrower No. 001-1- 24734-2 opened at Suan Mali Main Office of the
Lender.
Clause 5. Borrower agrees to pay back loan as per Clause I completely
to Lender within a period of not more than 16 months, from date of execution of
this Agreement aud repayment of principal shaft be made in monthly instalments
of 10,000,000.00.-Baht (Ten Million Baht Only) commencing November 1996,
continuously until the debt is settled over 10 payments.
Clause 6. Borrower agrees to pay interest on amounts of loan received
from Lender under Clause 2 of this Agreement at Minimum Loan Rate or MLR fixed
by Lender and charged to its firstclass customers. At the time of execution of
this Agreement, the rate is 14.5 percent a year plus 1.5 from date of receipt of
loan until dates of repayment completely. The Borrower is committed to pay
interest to Lender at 16 percent a year, and Borrower shall pay interest to
Lender on monthly basis within the last working day of a month, commencing from
the month in which this Agreement is executed. The Lender agrees and well
understood that in case Lender increases or decreases interest rate, the
Borrower shall accept such adjustment of interest rate and pay accordingly, as
fixed by Lender every time and the Lender need not serve notice to the Borrower.
Clause 7. In event Borrower failed to pay interest in excess of I year,
with Lender having made demand or not Borrower shall permit Lender to compound
the interest to the principal and charge interest on the amount (???)derived
with the period for payment of interest being the same as the one specified in
Clause 6.
Clause 8. Borrower agrees to pay Front End Fee at 0.5% of
100,000,000.00.BaLt (One Hundred Million Baht Only) amounting to
500,000.00.-Baht (Five Hundred Thousand Baht Only) and shall pay the entire
amount to the Lender on the date of execution of this Agreement.
Clause 9. To guarantee performances under this Agreement, the Borrower
agrees to place Mr. Vichai Raksriaksorn and Mr. Viratana Suntaranond and Top
(China) Group Co.,Ltd. as Guarantors of the debt completely under this Agreement
and Lessee agrees to pledge 1,000,000 (One Million) shares of J.M.T. Duty Free
Co.,Ltd., with par value of 100.00.-Baht (One Hundred Baht Only) amounting to
100,000,000.00.-Baht (O~e Hundred Million Baht Only) and the Borrower shall
complete the process within the date of execution of this Agreement.
<PAGE>
Clause 10. The Asset pledged by Borrower as collateral against debt is
free from incumbrance, by law, with any other person. Therefore, if the Asset is
found later to be eucumbered in any way, or in case Borrower failed to place the
Asset as collateral against the loan, the Borrower shall get other collateral
that is the same as or better for placement with the Lender, or Borrower shall
reduce indebtedness to be equal to or less than the value of Asset mortgaged by
Borrower as collateral against debt taking into account the value thereof as
affected by such encumbrance. Nevertheless, the Lender retains its right to
repeal the provisions ofthis Agreement and to make demand on Borrower to settle
debt completely, immediately, in case of finding the value of the collateral
placed by Borrower to be declined or not sufficient to cover the draft, the
Lender is entitled to ask Borrower to provide collateral additioually. In this
case, Borrower shall comply within 7 days from date of receipt of a notice from
the Lender in writing.
Clause 11. Regardless of circumstances, Lender is entitled to stop
payment of loan to Borrower at any time and could make demand on Borrower to
settle the debt immediately, in case of finding the Borrower's financial status
being weak or in case of violation of this Agreement or there being ground to be
convinced that the Borrower has debts payable to several other creditors,
including any other incident that would make Borrower unable to settle debt
completely or partially.
Clause 12. In event the Borrower failed to pay back the principal or
defaulted any provision of this Agreement, the Borrower accept that the Borrower
shall be deemed to be in default of the payments of interest and principal
completely and the entire amount of debt shall be regarded as due for settlement
immediately, without notice and permit Lender to force the Borrower to settle
the debt completely, immediately. The Borrower shall permit Lender to charge
interest at the highest rate until the Borrower settled debt co~le~ely. (Highest
rate of interest chargeable by Lender in case of failure by Borrower at time of
execution of this Agreement is 19 percent a year).
Clause 13. Although non-payment of loan drawn or the demand on Borrower
to settle debt completely, immediately, as stated herein, would damage the
Borrower, it is not entitled to seek compensation for damage from the Lender.
Clause 14. In case Borrower failed to honor the schedule for debt
settlement under this Agreement, expenses arising out of monitoring for debt
settlement including cost of commouication, legal fees, court's fees and other
fees related to enforcement incurred by Lender shall be reimbursed by the
Borrower completely.
Clause 15. Regarding monitoring and contacting the Borrower under this
Agreement, in case the Lender directed correspondence to Borrower at the address
stated herein, it shall be regarded as duly delivered. In case Borrower changed
its address, a written notice shall be served on Lender immediately.
<PAGE>
This Agreement is executed in duplicate and both Parties having perused
and understood the provisions, signed their names in the presence of Witnesses.
(Company's Sealed)
J.M.T. Group Co.,Ltd.
Signed (Signature) Borrower
( Mr. Viratana Suntaranond )
Bangkok Metropolitan Bank Public Company Limited
(Sealed)
Signed (Signature) Lender
(Mr. Chavalit Vorasittha) (Mr. Arun Liengpanich)
Signed (Signature) Witness
(Miss Rungthip Wongkamjadpai)
Signed (Signature) Witness
(Mr. Saichon Cheyklin)
Drafter: Signature
Proofreader: Signature
EXHIBIT 10.25
(Translation)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No.2 Chalermkhet 4 Road, Bangkok Metropolis
Tel 2230561, 2259999
LETTER OF GUARANTEE OF THE BANK
Date May 8, 1996
We, Bangkok Metropolitan Bank Public Company Limited, of No. 2 Chalermkhet
4 Road, Kwaeng Thepsirin, Khet Pomprab, Bangkok Metropolis hereby issue this
Letter of Guarantee to the Airports Authority of Thailand under the following
terms:
Clause 1. According to the contract on Permission for Sale of Merchandise
and Souvenirs at the Arrival and Departure Halls within the Internation
Passenger Terminals of the Bangkok airport of the Airports Authority of Thailand
dated-----, Contract No. 6-14/1996 entered into by J.M.T. Group Co., Ltd. under
which J.M.T. Group Co., Ltd. shall provide a performance security required under
the Contract to the Airports Authority of Thsiland in the amount of Baht
17,174,673,45 (Seventeen million one hundred seventy-four thousand six hundred
seventy-three and 45/100 Baht).
We agree to abide ourselves as the guarantor for J.M.T. Group co., Ltd. to
the Airports Authority of Thailand in the amount not exceeding baht
17,174,673.45 (Seventeen million one hundred seventy-four thousand six hundred
seventy-three and 45/100 Baht). If J.M.T. Group Co., Ltd. fails to comply with
any conditions of the Contract entered into with the Airports Athority of
Thailand or be in breach of any condidion stipulated therein, and by which the
Airports Authority of Thailand shall be entitled to forfeit the security or
claim for a penalty or damage from J.M.T. Group Co., Ltd., we agree to
immediately make payment to you without you having to first demand J.M.T. Group
Co., Ltd. to do so.
Clause 2. We acknowledge and consent for any postponement, extension of
time or release ul respect of the performance under tile Contract, consented by
the Airports Authority of Thailand to J.M.T. Group Co., Ltd. provided the
Airports Authority of Thailand shall notify us of the same without delay.
Clause 3. We shall not revoke the guarantee made herein during the period
from May 8, 1996 until November 7, 1999 within which J.M T. Group Co.,, Ltd. is
still liable under the conditions of the Contract.
<PAGE>
IN WITNESS WHEREOF, we, Bangkok Metropolitan Bank Public Company Limited by the
persons, whose names shown hereinbelow, who are authorized to sign to bind the
Bank. have set their hands with the seal affixed
For Bangkok Metropolitan Bank Public Company Limited
Signed (Signature) Guarantor Signed (Signature) Guarantor
------------------ -------------------
(Mr. Sutee Suratanakaweekul) (Miss Nipaphan Ek-intumas)
Asst. Director of Credit Deputy Director of Credit
and Security Div. and Security Div.
Signed (Signature) Witness Signed (Signature) Witness
-------------------- ----------------------
(Mr. Suthi Korkerdpanich) (Mr. Wanchai Kittitaporn)
EXHIBIT 10.26
(Translation)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No.2 Chalermkhet 4 Road, Bangkok Metropolis
Tel. 2230561
Date October 18, 1996
We, Bangkok Metropolitan Bank Public Company Liinited, of No. 2 Chalermkhet
4 Road, Kwaeng Thepsirin, Khet Pomprab, Bangkok Metropolis hereby issue this
Letter of Guarantee to the Airports Authority of Thailand and under the
following terms:
Clause 1. According to the Contract on Pemission for Sale of Merchandise
and Souvenirs a the International Passenger Terminals of the Bangkok airport No.
6-01/1996 dated March 18, 1996, entered into by J.M.T. Group Co., Ltd. under
which J.M.T. Group Co., Ltd. shall provide a performance security required unde
the contract to the Airports Authority of Thailand in the amount of Baht 30,
143,739.80 (Thirty million one hundred forty three thousand seven hundred thirty
nine and 88/100 Baht.
We agree to abide ourselves as a guarantor for J.M.T. Group Co., Ltd. to
the Airports Authority of Thailand for any liability in an amount not exceeding
Baht 30,143,739.80 (Thirty million one hundred forty three thousand seven
hundred thrity nine and 88/100Baht). If J.M.T. Group Co., Ltd. fails to comply
with any conditions of the Contract entered into by its with the Airports
Authority of Thailand or be in breach of any condition stipulated therein, and
by which the Airports Authority of Thailand shall be entitled to forfeit the
security or claim for a penalty or damage from J.M.T. Group Co., Ltd., we agree
to immediately make such payment without you having to first demand J.M.T. Group
Co., Ltd. to do so.
Clause 2. We acknowledge and consent for any postponement, extension of
time or release given by the Airports Authoprity of Thailand, for performance by
J.M.T. Group Co., Ltd. of any condition of the contract provided the Airports
Authority of Thailand shall notify us of the same without delay.
Clause 3. We shall not revoke this guarantee herein made during the period
within which J.M.T. Group, Co.. Ltd. is still liable under the conditions of the
Contract.
<PAGE>
IN WITNESS WHEREOF, we, Bangkok Metropolitan Bank Public Company
Limited by the undersigned, who are authorized to sign to bind the Bank, have
set their hands with the seal affixed.
For Bangkok Metropolitan Bank Public Company Limited
Signed (Signature) Guarantor Signed (Signature) Guarantor
-------------------- -------------------
(Mr. Sutee Suratanakaweekul) (Miss Nipaphan Ekintumas)
Asst. Director of Credit Deputy Director of Credit
and Security Div. and Security Div.
Signed (Signature) Witness Signed (Signature) Witness
------------------
(Mr. Wanchai Kittitaporn) (Mr. Prapas Uengchareon)
EXHIBIT 10.27
(Translation)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No.2 Chalermkhet 4 Road, Bangkok Metropolis
Tel. 2230561
LETTER OF GUARANTEE
Date January 24, 1997
We, Bangkok Metropolitan Bank Public Company Limited, of No. 2 Chalermkhet
4 Road, Kwaeng Thepsirm, Khet Pomprab, Bangkok Metropolis hereby issue this
Letter of Guarantee to the Airports Authority of Thailand under the following
terms:
Clause 1. According to the Contract on Permission for Sale of Merchandise
and Souvenirs at Phuket Airport dated ---------entered into by J.M.T. Group Co.,
Ltd. under which J.M.T. Group co., Ltd. shall provide a performance security
required under the Contract to the Airports Authority of Thailand in the amount
of Baht 4,900,548.40 (Four million nine hundred thousand five hundred forty
eight and 40/100 Baht).
We agree to abide ourselves as a guarantor for J.M.T. Group Co., Ltd. to
the Airports Authority of Thailand for any liability in an amount not exceeding
Baht 4,900,548.40 (Four million nine hundred thousand five hundred forty eight
and 40 /100Baht). If J.M.T. Group Co., Ltd. fails to comply with any conditions
of the Contract entered into by its with the Airports Authority of Thailand or
be in breach of any condition stipulated therein, and by which the Airports
Authority of Thailand shall be entitled to forfeit the security or claim for a
penalty or damage from J.M.T. Group Co., Ltd., we agree to immediately make such
payment without you having to first demand J.M.T. Group Co., Ltd. to do so.
Clause 2. We acknowledge and consent for any postponement, extension of
time or release given by the Airports Authoprity of Thailand, for performance by
J.M.T. Group Co., Ltd. of any condition of the contract provided the Airports
Authority of Thailand shall notify us of the same without delay.
Clause 3. We shall not revoke this guarantee herein made during the period
within which J.M.T. Group, Co.. Ltd. is still liable under the conditions of the
Contract.
<PAGE>
IN WITNESS WHEREOF, we, Bangkok Metropolitan Bank Public Company
Limited by the undersigned, who are authorized to sign to bind the Bank, have
set their hands with the seal affixed.
For Bangkok Metropolitan Bank Public Company Limited
Signed (Signature) Guarantor Signed (Signature) Guarantor
---------------- ------------------
(Mr. Atiwat Kampangseri) (Mr. Pongcharoen Sa-nguansak)
Asst.Manager of Credit Operation Deputy Director of Credit
Sec. 3 and Security Div.
Signed (Signature) Witness Signed (Signature) Witness
---------------- --------------------
(Mr. Pairoj Pudkanya) (Miss Suvaree Sintupudhikul)
EXHIBIT 10. 28
(Translation)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No.2 Chalermkhet 4 Road, Bangkok Metropobs
Tel 2230561
LETTER OF GUARANTEE
Date January 24, 1997
We, Bangkok Metropolitan Bank Public Company Limited, of No. 2 Chalermkhet
4 Road, Kwaeng Thepsirm, Khet Pomprab, Bangkok Metropolis hereby issue this
Letter of Guarantee to the Airports Authority of Thailand under the following
terms:
Clause 1. According to the Contract for the Lease of Unit at the Phuket
Airport for Sale of Merchandise and Souvenirs No. 1/1997 dated ----entered into
by J.M.T. Group Co., Ltd. under which J.M.T. Group co., Ltd. shall provide a
performance security required under the Contract to the Airports Authority of
Thailand in the amount of Baht 117,450.-(One hundred seventeen thousand four
hundred fifty Baht only.)
We agree to abide ourselves as a guarantor for J.M.T. Group Co., Ltd. to
the Airports Authority of Thailand for any liability in an amount not exceeding
Baht117,450.- ( One hundred seventeen thousand four hudnred fifty Baht only). If
J.M.T. Group Co., Ltd. fails to comply with any conditions of the Contract
entered into by its with the Airports Authority of Thailand or be in breach of
any condition stipulated therein, and by which the Airports Authority of
Thailand shall be entitled to forfeit the security or claim for a penalty or
damage from J.M.T. Group Co., Ltd., we agree to immediately make such payment
without you having to first demand J.M.T. Group Co., Ltd. to do so.
Clause 2. We acknowledge and consent for any postponement, extension of
time or release given by the Airports Authoprity of Thailand, for performance by
J.M.T. Group Co., Ltd. of any condition of the contract provided the Airports
Authority of Thailand shall notify us of the same without delay.
Clause 3. We shall not revoke this guarantee herein made during the period
within which J.M.T. Group, Co.. Ltd. is still liable under the conditions of the
Contract.
<PAGE>
IN WITNESS WHEREOF, we, Bangkok Metropolitan Bank Public Company
Limited by the undersigned, who are authorized to sign to bind the Bank, have
set their hands with the seal affixed.
For Bangkok Metropolitan Bank Public Company Limited
Signed (Signature) Guarantor Signed (Signature) Guarantor
-------------------- --------------------
(Mr. Preechar Sirichindaporn) (Mr. Atiwat Kampangseri)
Chief of General Guarantee Section Assistant Manager of Credit Operation
Sec. 3
Signed (Signature) Witness Signed (Signature) Witness
--------------------- -----------------------
(Mr. Prapas Uengcharoen) (Miss Suvaree Sintupudhikul)
EXHIBIT 10.29
(Translation)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No.2 Chalermkhet 4 Road, Bangkok Metropolis
Tel. 2230561
LETTER OF GUARANTEE
Date June 13, 1997
We, Bangkok Metropolitan Bank Public Company Limited, of No. 2 Chalermkhet
4 Road, Kwaeng Thepsirm, Khet Pomprab, Bangkok Metropolis hereby issue this
Letter of Guarantee to the Airports Authority of Thailand under the following
terms:
Clause 1. According to the Contract on Permission for Sale of Merchandise
and Souvenirs No. ChorMor.1-20/1997 dated -------entered into by J.M.T. Group
Co., Ltd. under which J.M.T. Group co., Ltd. shall provide a performance
security required under the Contract to the Airports Authority of Thailand in
the amount of Baht 133,100- (One hundred thirty three thousand one hundred Baht
only).
We agree to abide ourselves as a guarantor for J.M.T. Group Co., Ltd. to
the Airports Authority of Thailand for any liability in an amount not exceeding
Baht 133,100 (One hudnred thirty three thousand one hudnred Baht only). If
J.M.T. Group Co., Ltd. fails to comply with any conditions of the Contract
entered into by its with the Airports Authority of Thailand or be in breach of
any condition stipulated therein, and by which the Airports Authority of
Thailand shall be entitled to forfeit the security or claim for a penalty or
damage from J.M.T. Group Co., Ltd., we agree to immediately make such payment
without you having to first demand J.M.T. Group Co., Ltd. to do so.
Clause 2. We acknowledge and consent for any postponement, extension of
time or release given by the Airports Authoprity of Thailand, for performance by
J.M.T. Group Co., Ltd. of any condition of the contract provided the Airports
Authority of Thailand shall notify us of the same without delay.
Clause 3. We shall not revoke this guarantee herein made during the period
(May 7, 1997 to November 30, 2000) within which J.M.T. Group, Co.. Ltd. is still
liable under the conditions of the Contract.
<PAGE>
IN WITNESS WHEREOF, we, Bangkok Metropolitan Bank Public Company
Limited by the undersigned, who are authorized to sign to bind the Bank, have
set their hands with the seal affixed.
For Bangkok Metropolitan Lank Public Company Limited
Signed (Signature) Guarantor Signed (Signature) Guarantor
------------------- ------------------
(Mr. Preechar Sirichindaporn) (Mr. Atiwat Kampangseri)
Chief of General Guarantee Section Asst.Manager of Credit Operatiou Sec.
Signed (Signature) Witness Signed (Signature) Witness
-------------------- ----------------------
(Miss Suvaree Sintupudhikul) (Mr. Prapas Uengcharoen)
EXHIBIT 10.30
(Translation)
BANGKOK METROPOLITAN BANK PUBLIC COMPANY LIMITED
No.2 Chalermkhet 4 Road, Bangkok Metropobs
Tel 2230561
LETTER OF GUARANTEE
Date June 13, 1997
We, Bangkok Metropolitan Bank Public Company Limited, of No. 2 Chalermkhet
4 Road, Kwaeng Thepsirm, Khet Pomprab, Bangkok Metropolis hereby issue this
Letter of Guarantee to the Airports Authority of Thailand under the following
terms:
Clause 1. According to the Contract for the Lease of Premises Within
Chiangmai Airport Terninal No. Chor Mor. 1-21/1997 dated-----entered into by
J.M.T. Group Co., Ltd. under which J.M.T. Group co., Ltd. shall provide a
performance security required under the Contract to the Airports Authority of
Thailand in the amount of Baht 90,787.50 (Ninety thousand seven hundred eighty
seven and 50/100 Baht).
We agree to abide ourselves as a guarantor for J.M.T. Group Co., Ltd. to
the Airports Authority of Thailand for any liability in an amount not exceeding
Baht190,787.50 (Ninety thousand seven hundred eighty seven and 50/100 Baht). If
J.M.T. Group Co., Ltd. fails to comply with any conditions of the Contract
entered into by its with the Airports Authority of Thailand or be in breach of
any condition stipulated therein, and by which the Airports Authority of
Thailand shall be entitled to forfeit the security or claim for a penalty or
damage from J.M.T. Group Co., Ltd., we agree to immediately make such payment
without you having to first demand J.M.T. Group Co., Ltd. to do so.
Clause 2. We acknowledge and consent for any postponement, extension of
time or release given by the Airports Authoprity of Thailand, for performance by
J.M.T. Group Co., Ltd. of any condition of the contract provided the Airports
Authority of Thailand shall notify us of the same without delay.
Clause 3. We shall not revoke this guarantee herein made during the period
(May 7, 1997 to November 30, 2000) within which J.M.T. Group, Co.. Ltd. is still
liable under the conditions of the Contract.
<PAGE>
IN WITNESS WHEREOF, we, Bangkok Metropolitan Bank Public Company
Limited by the undersigned, who are authorized to sign to bind the Bank, have
set their hands with the seal affixed.
For Bangkok Metropolitan Bank Public Company Limited
Signed (Signature) Guarantor Signed (Signature) Guarantor
------------------------ ------------------
(Mr. Preechar Sirichindaporn) (Mr. Atiwat Kampangseri)
Chief of General Guarantee Section Assistant Manager of Credit Operation
Sec. 3
Signed (Signature) Witness Signed (Signature) Witness
----------------------- ---------------------
(Miss Suvaree Sintupudhikul) (Mr. Prapas Uengcharoen)
EXHIBIT 10.31
(TRANSLATION)
AGREEEMENT FOR PLEDGE OF RIGHT
TO PAYMENT UNDER INSTRUMENT
Made at Bangkok Metropolitan
Bank Public Company Limited
September 24, 1996
THIS AGREEMENT is made by J M.T DUTY FREE CO., LTD., having residence or
office located at No. 888/60-62, Lane, Ploenchit Road. Lumpini Sub-District,
Pathumwan District, Bangkok Metropolis hereinafter referred to as the "Pledgor",
and given to Bangkok Metropolitan Bank Public Company Limited, Suan Mali Main
Office hereinafter referred to as the "Bank", to evidence that the Pledgor has
agreed to pledge and the Bank has agreed to accept the pledge of the right to
payment under the Fixed Deposit Receipt , issued by the Bank to the Pledgor, No.
1951/96 Account No. 3-27769-9 dated September 24 1996, deposit entry No. 2,
which having a deposited amount of Baht 4,000,000 (Four million Baht) and
yielding an interest at the rate of 10.25 per cent per annum (if not withdrawn
prior to its maturity date) and which shall be mature on September 24, 1997, the
right to payment the aforesaid Fixed Deposit Receipt shall be hereinafter
referred to as the "Pledged Property", with the terms as follows:
Clause 1. The Pledgor has pledged the Pledged Property to the Bank tc
secure all types of indebtedness including accessories thereof, as provided
under Section 748 of the Civil and Commercial Code. e.g. interest at the rate of
15. 5 per cent per annum and etc., owed by the Pledgor or to the Bank, whether
such indebtednesses incurred or to be incurred prior to, at or after the date
hereof. within the limited of Baht 4,000,000 (Four mil!ion Baht).
Clause 2. On the date hereof, the Pledgor has endorsed the particulars or
the pledge in the Pledged Property and delivered, for possession by the Bank,
the deposited amount and the Pledged Property.
Clause 3. As long as the Pledgor and/or still has or have any indebtedness
outstanding with the Bank, the Pledgor agrees not to exercise the right, even
upon its maturity, to withdraw or commit any act which shall prejudice the right
of the Bank in the Pledged Property except only for the withdrawal of the same
for making payment of the indebtedness herein secured to the Bank.
<PAGE>
Clause 4. In case the Pledgor and/or is or are in default of payment of the
indebtedness, the Pledgor consents for the Bank to deduct any amount from the
Pledged Property for payment of such indebtedness to the Bank.
Clause 5. The Bank is the debtor under the Pledged Property and also the
pledgee thereof. The Bank and the Pledgor, therefore, agree to treat this
Agreement as the making of a notice of pledge to the debtor under the
instrument.
The Pledgor has thoroughly read and understood the content hereof, found
that it is in accordance with its intention, thus signed or signed with the seal
affixed and delivered the same to the Bank.
(Seal)
Signed (Signature) Pledgor
---------------------------
(J.M.T.Duty Free Co., Ltd.)
Signed (signature) Witness
---------------------------
(Ms. Rungtip Vongkarnjudpai)
Signed (signature) Witness
---------------------------
(Mr. Saichon Chaeyklin)
EXHIBIT 10.32
(TRANSLATION)
AGREEMENT FOR PLEDGE OF RIGHT
TO PAYMENT UNDER INSTRUMENT
Made at Bangkok Metropolitan -
Bank Public Company Limited
September 24,1996
THIS AGREEMENT is made by J.M.T DUTY FREE CO., LTD., having residence or
office located at No. 888/60-62, --- Lane, Ploenchit Road, Lumpini Sub-District,
Pathumwan District, Bangkok Metropolis hereinafter referred to as the "Pledgor",
and given to Bangkok Metropolitan Bank Public Company Limited, Head Office
hereinafter referred to as the "Bank", to evidence that the Pledgor has agreed
to pledge and the Bank has agreed to accept the pledge of the right to payment
under the Fixed Deposit Receipt , issued by the Bank to the Pledgor, No.
1950/962 195/96 Account No 3-269-9 dated September 24, 1996 , deposit entry No.
1,3, which having a deposited amount of Baht 25,O00,000 (Twenty five mIllion
Baht), (Fifteen million Baht) and yielding an interest at the rate of 10. 25 per
cent per annum (if not withdrawn prior to its maturity date) and which shall be
mature on September 24, 1997 , the right to payment under the aforesaid Fixed
Deposit Receipt shall be hereinafter referred to as the"Pledged Property", with
the terms as follows:
Clause 1. The Pledgor has pledged the Pledged Property to the Bank to
secure all types of indebtedness including accessories thereof, as provided
under Section 748 of the Civil and Commercial Code, e.g. interest at the rate of
15.5 per cent per annum and etc., owed by the Pledgor or - to the Bank, whether
such indebtednesses incurred or to be incurred prior to, at or after the date
hereof, within the limited of Baht 40,000,000 (Forty million Baht).
Clause 2. On the date hereof, the Pledgor has endorsed the particulars of
the pledge in the Pledged Property and delivered, for possession by the Bank,
the deposited amount and the Pledged Property.
Clause 3. As long as the Pledgor and/or still has or have any indebtedness
outstanding with the Bank, the Pledgor agrees not to exercise the right, even
upon its maturity, to withdraw or commit any act which shall prejudice the right
of the Bank in the Pledged Property except only for the withdrawal of the same
for making payment of the indebtedness herein secured to the Bank.
<PAGE>
Clause 4. In case the Pledgor and/or - is or are in default of payment of
the indebtedness, the Pledgor consents for the Bank to deduct any amount from
the Pledged Property for payment of such indebtedness to the Bank.
Clause 5. The Bank is the debtor under the Pledged Property and also the
pledgee thereof. The Bank and the Pledgor, therefore, agree to treat this
Agreement as the making of a notice of pledge to the debtor under the
instrument.
The Pledgor has thoroughly read and understood the content hereof, found
that it is in accordance with its intention, thus signed or signed with the seal
affixed and delivered the same to the bank
(Seal)
Signed (signature Pledgor
--------------------------
(J.M.T.Duty Free Co., Ltd.)
Signed (signature) Witness
---------------------------
(Ms. Rungtip Vongkamjudpai)
Signed (signature) Wintess
----------------------------
(Mr. Saichon Chaeyklin)
EXHIBIT 10.33
(TRANSLATION)
AGREEMENT FOR PLEDGE OF RIGHT
TO PAYMENT UNDER INSTRUMENT
Made at Bangkok Metropolitan
Bank Public Company Limited
September 25,1996
THIS AGREEMENT is made by J M T DUTY FREE CO, LTD, having residence or
office located at No. 888/60-62, Lane, Ploenchit Road, Lumpin Sub-District,
Pathumwan District, Bangkok Metropolis hereinafter referred to as the "Pledgor",
and given to Bangkok Metropolitan Bank PublicCompany Limited, Head Office
hereinafter referred to as the "Bank" to evidence that the Pledgor has agreed to
pledge and the Bank has agreed to accept the pledge of the right to payment
under the Fixed Deposit Receipt , issued by the Bank to the Pledgor. No. 1955/96
(3-27769-9) dated September 25, 1996 , deposit entry No. , which having a
deposited amount of Baht 65,O00,000 (Sixty five million Baht) and yielding an
interest at the rate of 10.25 per cent per annum (if not withdrawn prior to its
maturity date) and which shall be mature on September 25, 1997 , the right to
payment under the aforesaid Fixed Deposit Receipt shall be hereinafter referred
to as the "Pledged Property", with the terms as follows:
Clause 1. The Pledgor has pledged the Pledged Property to the Bank to
secure all types of indebtedness including accessories thereof, as provided
under Section 748 of the Civil and Commercial Code, e.g. interest at the rate of
19 per cent per annum and etc., owed by the Pledgor or to the Bank, whether such
indebtednesses incurred or to be incurred prior to, at or after the date hereof,
within the limited of Baht 65,000,000 (Sixty five million Baht).
Clause 2. On the date hereof, the Pledgor has endorsed the particulars of
the pledge in the Pledged Property and delivered, for possession by the Bank,
the deposited amount and the Pledged Property.
Clause 3. As long as the Pledgor and/or - still has or have any
indebtedness outstanding with the Bank, the Pledgor agrees not to exercise the
right, even upon its maturity, to withdraw or commit any act which shall
prejudice the right of the Bank in the Pledged Property except only for the
withdrawal of the same for making payment of the indebtedness herein secured to
the Bank.
<PAGE>
Clause 4. In case the Pledgor and/or is or are in default of payment of the
indebtedness, the Pledgor consents for the Bank to deduct any amount from the
Pledged Property for payment of such indebtedness to the Bank.
Clause 5. The Bank is the debtor under the Pledged Property and also the
pledgee thereof. The Bank and the Pledgor, therefore, agree to treat this
Agreement as the making of a notice of pledge to the debtor under the
instrument.
The Pledgor has thoroughly read and understood the content hereof. found
that it is in accordance with its intention, thus signed or signed with the seal
affixed and delivered the same to the Rank
(Seal)
Signed (Signature) Pledgor
----------------------
Signed Witness
----------------------
Signed Witness
----------------------
EXHIBIT 10.34
(TRANSLATION)
AGREEMENT FOR PLEDGE OF RIGHT
TO PAYMENT UNDER INSTRUMENT
Made at Bangkok Metropolitan
Bank Public Company Limited
October 24,1996
THIS AGREEMENT is made by J. M.T DUTY FREE CO. LTD., having residence or
office located at No. 888/60-62. Lane, Ploenchit Road, Lumpini Sub-District,
Pathumwan District, Bangkok Metropolis hereinafter referred to as the "Pledgor",
and given to Bangkok Metropolitan Bank Public Company Limited, Suan Mali Main
Office hereinafter referred to as the "Bank", to evidence that the Pledgor has
agreed to pledge and the Bank has agreed to accept the pledge of the right to
payment under the Fixed Deposit Receipt issued by the Bank to the Pledgor, No.
3-27769-9 dated deposit entry No. , which having a deposited amount of Baht
28,000,000 (Twenty eight million Baht) and yielding an interest at the rate of
11.00 per cent per annum (if not withdrawn prior to its maturity date) and which
shall be mature on the right to payment under the aforesaid Fixed Deposit
Receipt shall be hereinafter referred to as the "Pledged Property", with the
terms as follows:
Clause 1. The Pledgor has pledged the Pledged Property to the Bank to
secure all types of indebtedness including accessories thereof, as provided
under Section 748 of the Civil and Commercial Code, e.g. interest at the rate of
19.00 per cent per annum and etc., owed by the Pledgor or to the Bank, whether
such indebtednesses incurred or to be incurred prior to, at or after the date
hereof, within the limited of Baht 28,000,000 (Twenty eight million Baht).
Clause 2. On the date hereof, the Pledgor has endorsed the particulars of
the pledge in the Pledged Property and delivered, for possession by the Bank.
the deposited amount and the Pledged Property.
Clause 3. As long as the Pledgor and/or still has or have any indebtedness
outstanding with the Bank, the Pledgor agrees not to exercise the right, even
upon its maturity, to withdraw or commit any act which shall prejudice the right
of the Bank in the Pledged Property except only for the withdrawal of the same
for making payment of the indebtedness herein secured to the Bank.
<PAGE>
Clause 4. In case the Pledgor and/or is or are in default of payment of the
indebtedness, the Pledgor consents for the Bank to deduct any amount from the
Pledged Property for payment of such indebtedness to the Bank.
Clause 5. The Bank is the debtor under the Pledged Property and also the
pledgee thereof. The Bank and the Pledgor, therefore, agree to treat this
Agreement as the makin~ of a notice of pledge to the debtor under the
instrument.
The Pledgor has thoroughly read and understood the content hereof, found
that it is in accordance with its intention, thus signed or signed with the seal
affixed and delivered the same to the Bank.
Signed (Signature) Pledgor
----------------------
(J.M.T.Duty Free Co., Ltd.)
Signed Witness
----------------------
Signed Witness
----------------------
EXHIBIT 10. 35
(TRANSLATION)
AGREEMENT FOR PLEDGE OF RIGHT
TO PAYMENT UNDER INSTRUMENT
Made at Bangkok Metropolitan
Bank Public Company Limited
March 4, 1997
THIS AGREEMENT is made by J.M.T DUTY FREE CO., LTD., having residence or
office located at No. 888/60-62, Lane, Ploenchit Road, Sub-District, Pathumwan
Districk, Bangkok Metropolis hereinafter referred to as the "Pledgor", and given
to Bangkok Metropolitan Bank Public Company Limited, Head Office hereinafter
referred to as the "Bank", to evidence that the Pledgor has agreed to pledge and
the Bank has agreed to acep the pledge of the right to payment under the Fixed
Deposit, issued by the Bank to the Pledgor, No. 185/97 (3-27769-9) dated March
4, 1997, deposit entry No.---, which having a deposited amount of Baht 500,000
(Five hundred thousand Baht) and yielding an interest at the rate of 11 per cent
per annum (if not withdrawn prior to its maturity date) and which shall be
mature on March 4, 1998, the right to payment under the aforesaid Fixed Deposit
Receipt shall be hereinafter referred to as the "Pledged Property", with the
terms as follows:
Clause 1. The Pledgor has pledged the Pledged Property to the Bank to
secure all types of indebtedness including accessories thereof, as provided
under Sectio 748 of the Civil and Commercial Code, e.g. interest at the rate of
19 per cent per annum and etc., owed by the Pledgor or - to the Bank, whether
such indebtednesses incurred or to be incurred prior to, at or after the date
hereof, within the limited of Baht 500,000 (Five hundred thousand Baht).
Clause 2. On the date hereof, the Pledgor has endorsed the particulars of
the pledge in the Pledged Property and delivered, for possession by the Bank,
the deposited amount and the Pledged Property.
Clause 3. As long as the Pledgor and/or still has or have any indebtedness
outstanding with the Bank, the Pledgor agrees not to exercise the right, even
upon its maturity, to withdraw or commit act which which shall prejudice the
right of the Bank in the Pledged Property except only for the withdrawal of the
same for making payment of the indebtedness herein secured to the Bank.
<PAGE>
Clause 4. In case the Pledgor and/or is or are in default of payment of the
indebtedness, the Pledgor consents for the Bank to deduct any amount from the
Pledged Property for payment of such indebtedness to the Bank.
Clause 5. The Bank is the debtor under the Pledged Property and also the
pledgee thereof. The Bank and the Pledgor, therefore, agree to treat this
Agreement as the making of a notice of pledge to the debtor under the
instrument.
The Pledgor has thoroughly read and undestood the content hereof, found
that it is in accordance with its intention, thus signed or signed with the seal
affixed and delivered the same to the Bank.
(Seal)
Signed (Signature) Pledgor
----------------------
(J.M.T.Duty Free Co., Ltd.)
Signed Witness
----------------------
Signed Witness
----------------------
EXHIBIT 10.36
TRANSLATION
Siam City Bank Limited
Under the Royal Patronage of His Majesty the King
Head Office: 1101 New Petchburi Road, Ratchthewi, Bangkok 10400, P.O. Box
488, Telex 22627, 72032, 82477, Cable: NAKHONBANK,
CONSENT TO ACCOUNT DEBIT
Head office
April 3, 1997
We, J.M.T. Duty Free Co., Ltd., age: - ID/Government ID card No:-
issued by
----------------------------------------------------------------------
owner of:
- --------------------------------------
[ ] Fixed deposit account No. 001-3-059984
with a balance of fifty million two hundred and seventy thousand baht
50,270,000.00 baht
[ ] Fixed deposit account of the type of fixed deposit slip, totalling .........
as per slip No.............................................................,
including the slip renewed and the new number issued
[ ] Saving account No...........................................................
with a balance of
[ ] Chada Somprasong account No.................................................
with a balance of ..........................................................
[ ] ............................................................................
totalling 50,270,000.00 baht,
hereinafter referred to as the 'Deposit,' hereby granted to the Siam City
Bank Limited a consent with details as follows :
1. We hereby agree to put up the Deposit with the interest accumulating
thereon, if any, with the Bank as security against existing or future overdraft,
loans, debts arising from guarantee, letter of guarantee, trustee sheet, sale of
security at discount or, aval/endorsement of promissory notes, letter of
guarantee and so on for which we or (hereinafter referred to as the 'Said
Obligator') is/are under obligation to the Bank up to the limit of 7,900,000.00
baht (seven million nine hundred thousand baht). We or the Said Obligator has
failed to repay the debts or is in breach of the agreement for whatever reason
to the detriment of the Bank, then the Bank will be entitled to debit such
account to repay the interest, debts and damages arising therefrom, in order to
recover all the amounts still owing, whether or not such deposit is due and
payable without giving any notice; in this case, we shall nether raise any
objections make any claims or resort to any actions against the Bank.
2. In the event that my account put up as security is of the fixed deposit
slip type, and the same is mature, immature or no damage has been done, we will
unconditionally consent to the 8ank renewing such slip every time, and we shall
put up the renewed fixed deposit to the Bank to guarantee the debts or indemnify
the bank against any damages, even if we have not endorsed the new slip.
3. Until we have paid the Bank all the debts, the consent granted hereunder
shall be binding upon our assignee.
In witness whereof, the parties have affixed their signatures hereto on the
above written date.
-signed-
(J.M.T. Duty Free Co., Ltd.)
-signed-
(Miss Wanna thongtiang)
-signed-
(Mr. Satit Musikthong)
(Seal of J.M.T. Dudy Free Co., Ltd.)
EXHIBIT 10.37
TRANSLATION
SIAM CITY BANK PUBLIC COMPANY LIMITED
Contract for Pledge of Financial Instrument
Issued to Individual by Name
Made at Head Office
3 April 1997
We, J.M.T. Duty Free Co., Ltd., with offices at 888/60-62 Ploenchit Road, Kwacng
Lumpini, Khet Phatumwan, Bangkok, hereinafter called the "Pledger" have made
this Contract for Pledge of Financial Instrument Issued to Individual by Name to
and given to Siam Commercial Bank Public Company Limited, hereinafter called the
"Bank" as evidence that the Pledger agrees to pledge and the Bank agrees to
accept the pledge of:
Passbook of Fixed Deposit Account No. 001-3-05998-4
Amount Baht 50,270,000.00
Fixed Deposit Certificate
Amount
Including the renewed Fixed Deposit Certificate with new number to be
issued in the future
Passbook of Savings Deposit Account No.
Amount
Passbook of Savings Deposit Account No.
Amount
Other
Amount
totalling Baht 50,270,000.00 (Fifty Million Two Hundred Seventy Thousand Baht)
which is "Financial Instrument Issued to Individual" issued by the Bank whereby
the Bank is the debtor of the said financial instrument. hereinafter called the
"Pledged Property", as follows:
1. The Pledgor has pledged the Pledged Property with the Bank as
collateral for overdraft; debts concerning loan, letter of credit,
trust receipt, issuance of letter of guarantee, bill discounting or
acceptance of bill discounting, aval, guarantee of promissory note, or
other debts concerning promissory note, guarantee, or all types of
debt of the Pledgor and/or hereinafter called the "Debtor" has at the
time of entering into this contract or to be incurred in the future
for a sum of Baht 7,900,000.00 (Seven Million Nine Hundred Thousand
Baht) and including all accessories in accordance with Section 748 of
the Civil and Commercial Code. The Pledger agrees to pay interest at
the current maximum rate announced by Siam Commercial Bank Public
Company Limited of 19% p.a
<PAGE>
2. The Pledger guarantees that ownership/right of the pledged property
belongs to the Pledger without any encumbrance of right or
preferential right or right or encumbrance at the time of entering
into this contract.
3. On the date of entering into this contract, the Pledger has written
the statement of pledge on the Pledged Property and has submitted the
Pledged Property to the Bank for maintenance.
4. The Pledger agrees not to withdraw money from the Pledged Property,
except for withdrawal to perform obligation to the Bank only.
5. In case the right in the Pledge Property matures before the date of
performance of obligation of the Pledger, the Pledger consents the
Bank to renew the period of due date of deposit account of the Pledger
thereby it shall be deemed as the pledge under this contract
continuously.
6. If any problem arises regarding the ownership/right of the Pledger in
the Pledged Property or the Pledger and/or the Debtor is in default of
payment or the Pledger fails to comply with any clause of the
contract, the Bank has the right to immediately demand performance of
obligation by the Pledger and enforcement of the pledge.
7. As the Bank is the debtor of the Pledged Property and the Pledger,
therefore the Bank and the Pledger agree that this contract shall also
serve as the notice of the pledge to the debtor of the financial
instrument in accordance with Section 752 of the Civil and Commercial
Code.
The Pledger, having understood this contract entirely, hereunder sign his
name and affix seal (if any) as evidence in the presence of witnesses.
Sign..................................Pledger
J.M.T. Duty Free Co., Ltd.
by
Signed.............................Witness
Ms. Wanna Thongthieng
Signed ............................Witness
Mr. Suraphol Kaewpakdi
EXHIBIT 10. 38
TRANSLATION
Bangkok Bank Public Co., Ltd.
Deposit to Guarantee Own Debt Agreement
This Agreement is made at and given to Bangkok Bank Public Co., Ltd.,
hereinafter called, "the Bank", on January 24, 1997 by J.M.T. Duty Free Co.,
Ltd., located at No. 888/60-62, Ploenchit Road, Lumphini SubDistrict, Pathumwan
District, Bangkok, hereinafter called, "the Consenter" with the following
statements:
The Consenter is the own of a three months' fixed account, Account No.
2052058860, Account Name: J.M.T. Duty Free Co., Ltd., Ploenchit Road Branch,
hereinafter called, "the Deposit".
And the Consenter has an agreement to open a Letter of Credit with the Bank
for an amount/maximum of Bahtl3,700,000 (Thirteen Million Seven Hundred Thousand
Baht Only), according to the agreement dated............... , hereinafter
called, "Debt Agreement".
And the Consenter has been fully informed and understood all the statements
in the Debt Agreement and wish to agree to offer the Deposit to the Bank as a
guarantee to the Consenter's debt under the Debt Agreement as well as authorize
the Bank to manage the Deposit in accordance with the statements to be made
hereafter.
Therefore, by this Agreement, the Consenter gives consent and authority to
manage the Deposit to the Bank and makes the following agreement to the Bank:
Section 1. The Consenter agrees to place the deposit of Baht 2,740,000 (Two
Million Seven Hundred and Forty Thousand Baht Only) as a guarantee to repay the
Bank according to the Debt Agreement as well as damage cause by the Consenter's
failure to repay the debtor violation a section in this Agreement until the
Consenter pays back all the debt and observes the Debt Agreement.
Section 2. In case the Consenter fails to repay the debt according to the
Debt Agreement or fails to observe a section in this Agreement enabling the Bank
to demand repayment or compensation for damage from the Consenter according to
the Debt Agreement, the Consenter agrees and authorizes the Bank to manage the
Deposit by deducting an amount from the Deposit as well as interest (if any)
incurred from the Deposit to repay the debt under the Debt Agreement, regardless
of the nature of the debt -- capital, interest, expenses and compensation for
damage -- without prior notice to the Consenter.
<PAGE>
Section 3. In case a third party files a complaint against, sues or is
suing the Consenter in a civil, criminal, or bankruptcy case, or when there is a
cause or indication or the Bank believes that the Consenter is unable or seems
to be unable to repay the debt or compensation for damage under the Debt
Agreement whether the debt is due for repayment or not, the Consenter shall
agree and authorize the Bank to manage the Deposit similar to the management of
the Deposit stated in Section 2.
Section 4. In case the Deposit is a fixed deposit or fixed deposit slip
with a definite deposit period and the deposit is mature but before the debt
under the Debt Agreement is due or it's due but the Bank has not yet received
all the repayment, the Consenter shall agree with the Bank to extend the deposit
for another period equivalent to the original period and such extension can be
made at any number of times until the Bank receives all the repayment.
Section 5. In case the consent and/or authorization to the Bank
aforementioned is to be made in writing, this Agreement shall be taken as a
written consent and authorization under any circumstances. The said consent
and/or authorization cannot be revoked by the Consenter alone until the Bank has
received all the repayment and/or compensation for damage under the Debt
Agreement.
The Consenter has fully understood all the statements in this Agreement and
affixes his signature at the date and time aforementioned.
Signed ..................... ........................Consenter
(J.M.T. Duty Free Co., Ltd.) ( )
Signed ..............................Witness
(Montri Sapkerd)
Signed ..............................Witness
(Polkrit Chotipan)
Signed...............................Witness/Consenter's Spouse
( )
EXHIBIT 10.39
(TRANSLATION)
OVERDRAFT AGREEMENT
Date 18th September 1996
THIS OVERDRAFT AGREEMENT is made at the office of Bangkok Metropolitan Bank
Public Company Limited, Suan Mali Main Office by J.M.T. Duty Free Co., Ltd.,
having its office located at No. 888/60-62 Lane, Ploenchit Road, Lumpini
Sub-District, Pathumwan District, Bangkok Metropolis and having a current
account No. 001-1-27-24-7 maintained with Bangkok Metropolitan Bank Public
Company Limited, Suan Mali Main Office, hereinafter referred to as the
"Overdrawer". We, the Overdrawer, hereby execute this Agreement with Bangkok
Metropolitan Bank Public Company Limited, hereinafter referred to as the "Bank",
to evidence the following:
Clause 1) The Overdrawer has requested, as per the Application for
Overdraft Facility dated September 18 1996, for an overdraft facility to be
drawn from the above-mentioned current account, and the Bank hereby agrees to
extend the overdraft facility to the Overdrawer in an amount not exceeding Babt
20,000,000. (Twenty million Baht) under whick the indebtedness incurred thereby
shall be payable to the Bank by September 18, 1997. The amount overdrawn shall
be as evidenced in the Overdrawer's current account maintained with the Bank.
Clause 2) The Overdrawer agrees to accept this Agreement as a ratification
and consents that this Agreement shall be extended to cover any amounts
overdrawn by the Overdrawer from the above-mentioned current account prior to
the Application date and/or the date hereof' and shall be inclusive of the
amounts to be overdrawn after the date hereof. The Overdrawer's withdrawal slips
either in the forms of cheque or other types of documents which can be taken or
assumed as an evidence of indebtedness and against which the Bank has made the
payment for, to the order of or in line with the agreements made with the
Overdrawer, shall be deemed part hereof. The amount withdrawn by the Overdrawer
from the Bank or paid by the Bank on the order made under such withdrawal slip
shall be deemed as the indebtedness payable under this Agreement. In case the
total amount overdrawn exceeds the limit set forth in this Agreement, then the
balance shown in the current account shall be treated as evidence of
indebtedness as provided for the Civil and Commercial Code concerningthe same.
Clause 3) The Overdrawer consents to pay interest to the Bank on the amount
overdrawn, within the limit stipulated under this Agreement, at the rate of 15.5
per cent per annum' but should the balance shown in the current account exceeds
the limit of the overdraft facility requested for by the Overdrawer, the
<PAGE>
Overdrawer agrees to consent the Bank to charge interest, on the exceeded
amount, at the rate of 19 per cent per annum, all are in accordance with the
Notification of the Bank of Thailand which authorizes a commercial bank to
charge interest at the rates to be announced by it. The Ove'rdrawer agrees that
if the Bank will later increase or decrease its interest rate's, the Overdrawer
shall accept the new interest rates as adjusted by the Bank. The interest shall
be paid monthly on the 1st day of every month. Should any due date falls on a
holiday of the Bank, the interest shall then be paid on the following business
day.
Clause 4) Other than those stipulated in this Agreement, the Overdrawer
agrees that the overdraft to be made hereunder shall also be in accordance with
the custom adopted by the banks either in the calculation, collection or payment
of interest. The Overdrawer is obligated to deposit the interest into the
current account within the period required therefor as stipulated in Clause 3
hereof. Should the Overdrawer fail to do so, the Overdrawer consents for the
Bank to deduct any amount from the Overdrawer's current account, if the balance
therein is sufficient, as payment of the interest, but if the balance therein is
insufficient, the Overdrawer agrees to consent the Bank to, without having to
first notice for the payment thereof, debit the Overdrawer's current account to
account the amount of interest payable. As soon as the Overdrawer fails to make
payment of interest at any intervals, the Overdrawer consents for the Bank to
combine the amount of overdue interest with the amounts overdrawn. and the
amount of the overdue interest combined shall be deemed as an amount overdrawn
in which the Overdrawer shall have to pay interest thereon. at any rate, at the
same payment interval therefor as hereinabove stipulated.
Clause 5) The time fixed for repayment of the overdraft, as stipulated in
Clause I hereinabove, shall not preJudice the right of the Bank to demand the
Overdrawer to pay all or part of the indebtedness to the Bank prior to such
time. In exercising the right to demand the Overdrawer to make the early
repayment of the overdraft, the Bank is not required to give any reason
therefor, and the Overdrawer shall thereby immediately make the payment thereof.
Clause 6) Should the Overdrawer be in breach of all or any part of this
Agreement, the Overdra\ver consents to be liable for payment in full of all
damages incurred including expenses for the serv'ice of notice of demand, legal
proceedings and the enforcement of judgement.
Clause 7) As security under this Agreement, the Overdrawer has arranged for
Mr. Vichai Raksriaksorn and Mr. Viratana Suntaranond to execute the letters of
guarantee dated to the Bank and/or mortgage/pledge owned by the Overdrawer or
the guarantor, to secure the indebtedness of the Overdrawer under this Agreement
and to continue to do so up to and until the Overdrawer has entirely paid the
indebtedness owed by it under this Agreement.
<PAGE>
Clause 8) In case of mortgage of structure, the Overdrawer shall, on a
yearly basis and throughout the mortgage period, maintain an insurance against
fire of such mortgaged structure with such insurance company and in such
insurable amount as the bank will designate. The insurance premium, in each and
every year, shall be borne by the Overdrawer, and the Overdrawer consents for
the Bank, on behalf of the Overdrawer, td effect the insurance and pay the
insurance premium provided the Overdrawer shall make available to the Bank the
insurance premium payable in each year as notified by the Bank. Should the
Overdrawer fails to make available the insurance premium to the Bank, the
Overdrawer consents for the Bank to deduct the same amount from the Overdrawer's
current account, and should the balance in the said account is insufficient
therefor, the Overdrawer, upon notice by the Bank consents for the Bank to
combine the amount of insurance premium with the amounts overdrawn inGIuding to
charge interest thereon at the rate stipulated in Clause 3.
The Overdrawer has thoroughly read and understood the content hereof found
it to be in accordance with the intended purpose and thus set their hands in
presence of witnesses.
(Signed) (signature) Overdrawer
-------------------------
(J.M.T.Duty Free Co., Ltd.)
(Signed) (signature) Witness
-------------------------
(Miss Rungtip Vonkamjudpai)
(Signed) (Signature) Witness
--------------------------
(Mr. Saichon Cherklin)
EXHIBIT 10.40
(Translation)
BANGKOK METROPOL1TAN BANK PUBLIC COMPANY LIMITED
No.2 Chalermkhet 4 Road, Bangkok Metropolis
TeL 2230561, 2259999
LETTER OF GUARANTEE
Date September 25, 1996
We, Bangkok Metropolitan Bank PubLic Company Limited, of No. 2 Chalermkhet
4 Road, Kwacog Thepsirin, Khet Pomprab, Bangkok Metropolis hereby issue this
Letter of Guarantee to the Aiports Authority of Thailand under the following
terms:
Clause 1. According to the Contract on Permission to Sell Duty Free
Merchandise and to Lease Premises to engage in business at the Bangkok Airport
and Regional Airports dated March 6, 1996 Contract No. 6-04/1996 entered into
between J.M.T. Duty Free Co., Ltd. and the Airports Authority of Thailand, under
which J.M.T. Duty Free Co., Ltd. shall provide a Bank Guarantee to secure its
performance thereunder, in the amount of Baht 325,000,000.(Three hundred twenty
five million Baht only).
Clause 2. We, Bangkok Metropolitan Bank Public Company Limited hereby
warrant that if J.M T Duty Free Co., Ltd. fails to comply with any conditions of
the Contract entered into with tte Airports AuthQrity of Tkailand or be in
breach o,f any condition stipulated therein, and by which the Airports Authority
of Thailand shall be entitled to claim for a penalty and/or damage from J.M.T
Duty Free Co., Ltd, Bangkok Metropolitan Bank Public Company Limited agrees to
make payment in the amount not exceeding Baht 325,000,000. (Three hundred twenty
five milli on- Baht only). to the Airports Authority of Thailand for J.M.T. Duty
Free Co., Ltd., and with our consent being given in cases the Airports Authority
of Thailand grants any extension of time or relaxation in the performance under
the Contract for J.M.T. Duty Free Co., Ltd.
This Letter of Guarantee shall be effective from January 1, 1997 until
December 31, 1998. Upon the expiry of such period, Bangkok Metropolitan Bank
Public Company Limited shall be deemed released from any responsibility or
liability herein made. IN WITNESS WHEREOF, we, Bangkok Metropolitan Bank Public
Company Limited have set our hands in presence of witnesses.
<PAGE>
For Bangkok Metropolitan Bank Public Company Limited
Signed (Signature) Guarantor Signed (Signature) Guarantor
----------------- ----------------------
(Miss Nipaphan Ek-intumas) (Mr. Pongcharoen Sanguansak)
Dep. Director of Credit and Dep. Director of Credit and
Security Div Security Div
Signed (Signature) Witness Signed (Signature) Witness
------------------ -------------------------
(Miss Suvaree Sintupudhikul) (Mr. Prapas Uengcharoen)
EXHIBIT 10.41
(TRANSLATION)
Bangkok Bank Public Co., Ltd.
Guarantee Against All Debts Agreement 020639/048
Made at Bangkok Bank Public Co., Ltd.
December 4, 1996
I, the undersigned, Mr. Viratana Suntaranond, age 55 years, Race: Thai,
Nationality: Thai, residing at No. 141- 143-145, Soi Sukha 1, - Road, Wat
Rajabopit Sub-Disttict, Phra Nakhon District, Bangkok,
I, the undersigned, Mr. Vichai Rakeriaksorn, age 38 years, Race: Thai,
Nationality: Thai, residing at No. 20, Soi Sukhumvit 64, Sukhumvit Road, Bang
Chak Sub-District, Phra Khanong District, Bangkok,
hereinafter called, "the Guarantor" who makes this Agreement and gives it to the
Bangkok Bank Public Co., Ltd., hereinafter called, "the Bank" with the following
statements:
Section 1. The Guarantor agrees to guarantee against all kinds of debts
made by J.M.T. Duty Free Co., Ltd., hereinafter called, "the Debtor" who has had
a debt with the Bank before this Agreement is made and/or while making this
Agreement as well as debt the Debtor will make with the Bank after this
Agreement is made, regardless of the nature of debt -- Letter of Credit or the
like with the Bank and/or debt under Trust Receipt Agreement, and/or purchase of
discount bill of exchange and/or debt under the bill of exchange, and/or debt
from a loan request or repayment of debt by a promissory note, and/or debt from
issuing a shipping guarantee, and/or debt that the Bank gives aval to a bill of
exchange, and/or debt that the Bank endorses a bill of exchange, and/or debt
that a debtor asks the Bank to issue a Letter of Guarantee, and/or debt under
any loan agreement, and/or debt from overdrawing, and/or debt from the purchase
of discount bill of exchange for product export, and/or debt under an agreement
in which the Debtor is or is becoming a contractual party as well as all other
kinds of debt that the Debtor has made or is to make with the Bank whether in
the form of legal deed or obligation, if the Debtor breaks the credit agreement
and fails to make payment for the said debt or makes incomplete repayment or
causes damage to the Bank under any circumstances, the Guarantor agrees to be
liable jointly with the Debtor for the repayment of the debt of Baht 100,000,000
(One Hundred Million Baht Only) as well as interest, compensation owed by the
Debtor and other obligations from the debt to the Bank as soon as they receive a
notice from the Bank.
<PAGE>
Section 2. In case the Bank has issued a Letter of Guarantee for the Debtor
to other persons, the Guarantor agrees not to revoke the guarantee until the
Bank is deprived of its responsibility in line with the Letter of Guarantee
issued by the Bank.
Section 3. In case the Bank relaxes debt repayment schedule for the Debtor
or agrees with the Debtor to extend the debt agreement with or without a notice
to the Guarantor, it shall be taken that the Guarantor has agreed with every
time of relaxation or extension accordingly, and the Guarantor shall not take
the relaxation or extension as a cause to deprive of his liability as a
guarantor.
Section 4. In case the Debtor breaks the agreement, the Guarantor agrees to
relinquish his right to ask the Bank to force repayment of debt from the Debtor
before the Guarantor. However, the Bank is not deprived of his right to demand
or take legal action f~rst against the Debtor, the Debtor's mass of the estate
or heir as the Bank deems appropriate. And in such a case, if the Bank does not
receive repayment or receives an incomplete debt, the Guarantor shall agree that
such action is carried out on behalf of the Guarantor and the Guarantor shall
immediately repay the debt balance as well as fees and other expenses paid by
the Bank, regardless of the fact that action is notified in advance to the
Guarantot or not or in a case when the Bank does not demand or take legal action
against the Guarantor jointly with the Debtor, Debtor's mass of the estate or
heir.
Section 5. The Guarantor agrees that if the Guarantor moves from the
domicile stated in this Agreement, it's the duty of the Guarantor to immediately
notify the Bank. Otherwise, the Guarantor shall be liable to additional damage
to the Bank
Section 6. This guarantee completely binds the Guarantor. If later the
Debtor is claimed to be an incompetent person or made the said loan agreement
with a misunderstanding, whether the Guarantor is aware of the incompetency or
misunderstanding or not, the Guarantor shall not be deprived of his
responsibility for the Bank's act causing the Guarantor to be unable to accept
the entire or partial right given to the Bank before or while making this
Guarantee Agreement.
<PAGE>
Section 7. As a guarantee for the execution of this Agreement, the
Guarantor agrees to place ------------------- with the Bank as a guarantee until
the Bank receives all the repayment from the Debtor or Guarantor.
Section 8. The Guarantor agrees that this Guarantee Agreement shall be
valid until the Bank revokes or cancels the loan given to the Debtor.
The Guarantor has read and understood all the statements in this Agreement
and herein affixes his signature as evidence hereof:
Signed Guarantor
------------------------------ ---------------------------
(Mr. Viratana Suntaranond) (Mr. Vichai Raksciaksorn)
Signed Guarantor
( )
Signed Witness Signed Witness
--------------------- ----------------------
(Mr. Polkrit Chotipan) (Srisiri Mesaman)
EXHIBIT 10.42
(TRANSLATION)
Bangkok Bank Public Co., Ltd.
Guarantee Against All Debts Agreement 020539/049
Made at Bangkok Bank Public Co., Ltd.
December 4, 1996
I, the undersigned., Mr. Pichai Panyapas, age 58 years, Race: Thai,
Nationality: Thai, residing at No. 124/1 Moo 2, Soi , - Road, Wiang Sub-
District, Fang District, Chiang Mai Province, hereinafter called, athe
Guarantor" who makes this Agreement and gives it to the Bangkok Bank Public Co.,
Ltd., hereinafter called, "the Bank" with the following statements:
Section 1. The Guarantor agrees to guarantee against all kinds of debts
made by J.M.T. Duty Free Co.,Ltd., hereinafter called, "the Debtor" who has had
a debt with the Bank before this Agreement is made and/or while making this
Agreement as well as debt the Debtor will make with the Bank after this
Agreement is made, regardless of the nature of debt -Letter of Credit or the
like with the Bank, and/or debt under Trust Receipt Agreement, and/or purchase
of discount oili of exchange and/or debt under the bill of exchange, and/or debt
from a loan request or repayment of debt by a promissory note, and/or debt from
issuing a shipping guarantee, and/or debt that the Bank gives aval to a bill of
exchange, and/or debt that the Bank endorses a bill of exchange, and/or debt
that a debtor asks the Bank to issue a Letter of Guarantee, and/or debt under
any loan agreement, and/or debt from overdrawing, and/or debt from the purchase
of discount bill of exchange for product export, and/or debt under an agreement
in which the Debtor is or is becoming a contractual party as well as all other
kinds of debt that the Debtor has made or is to make with the Bank whether in
the form of legal deed or obligation, if the Debtor breaks the credit agreement
and fails to make payment for the said debt or makes incomplete repayment or
causes damage to the Bank under any circumstances, the Guarantor agrees to be
liable jointly with the Debtor for the repayment of the debt of Baht l00,000,000
(One Hundred Million Baht Only) as well as interest, compensation owed by the
<PAGE>
Debtor and other obligations from the debt to the Bank as soon as he receives a
notice from the Bank.
Section 2. In case the Bank has issued a Letter of Guarantee for the Debtor
to other persons, the Guarantor agrees not to revoke the guarantee until the
Bank is deprived of its responsibility in line with the Letter of Guarantee
issued by the Bank.
Section 3. In case the Bank relaxes debt repayment schedule for the Debtor
or agrees with the Debtor to extend the debt agreement with or without a notice
to the Guarantor, it shall be taken that the Guarantor has agreed with every
time of relaxation or extension accordingly, and the Guarantor shall not take
the relaxation or extension as a cause to deprive of his liability as a
guarantor.
Section 4. In case the Debtor breaks the agreement, the Guarantor agrees to
relinquish his right to ask the Bank to force repayment of debt from the Debtor
before the Guarantor. However, the Bank is not deprived of his right to demand
or take legal action first against the Debtor, the Debtor's mass of the estate
or heir as the Bank deems appropriate. And in such a case, if the Bank does not
receive repayment or receives an incomplete debt, the Guarantor shall agree that
such action is carried out on behalf of the Guarantor and the Guarantor shall
immediately repay the debt balance as well as fees and other expenses paid by
the Bank, regardless of the fact that action is notified in advance to the
Guarantor or not or in a case when the Bank does not demand or take legal action
against the Guarantor jointly with the Debtor, Debtor's mass of the estate or
heir.
Section 5. The Guarantor agrees that if the Guarantor moves from the
domicile stated in this Agreement, it's the duty of the Guarantor to immediately
notify the Bank. Otherwise, the Guarantor shall be liable to additional damage
to the Bank.
Section 6. This guarantee completely binds the Guarantor. If later the
Debtor is claimed to be an incompetent person or made the said loan agreement
with a misunderstanding, whether the Guarantor is aware of the incompetency or
misunderstanding or not, the Guarantor shall not be deprived of his
responsibility for the Bank's act causing the Guarantor to be unable to accept
the entire or partial right given to the Bank before or while making this
Guarantee Agreement.
<PAGE>
Section 7. As a guarantee for the execution of this Agreement, the
Guarantor agrees to register a secondary mortgage for Land Title Deed No. 4973,
Bang Bo Sub-District, Bang Bo (Bang Hia) District, Samut Prakan Province, owned
by Mr. Pichai Panyapas, with the mortgage value of BahtlOO,000,000 (One Hundred
Million Baht Only) with the Bank as a guarantee until the Bank receives all the
renaYment from the Debtor or Guarantor.
Section 8. The Guarantor agrees that this Guarantee Agreement shall be
valid until the Bank revokes or cancels the loan given to the Dehtor
The Guarantor has read and understood all the statements in this Agreement
and herein affixes his signature as evidence hereof:
Signed Guarantor
----------------------- ------------------------
(Mr. Pichai Panyapas) ( )
Signed Guarantor
-------------------
( )
Signed Witness Signed Witness
------------------- --------------------
(Mr. Polkrit Chotipan) (Srisiri Mesaman)
Bangkok Bank Public Co., Ltd.
EXHIBIT 10.43
(TRANSLATION)
Guarantee Against All Debts Agreement
Made at Bangkok Bank PubLic Co., Ltd.
January 24, 1997
I, the undersigned, Mr. Vichai Raksriaksorn, age 39 years, Race: Thai,
Nationality: Thai, residing at No. 20, Soi Sukhumvit 64, Sukhumvit L, Bang Chak
Sub-District, Phra Khanong District, Bangkok, hereinafter called, "the
Guarantor" who makes this Agreement and gives it to the Bangkok Bank Public Co.,
Ltd., hereinafter called, "the Bank" with the following statements:
Section 1. The Guarantor agrees to guarantee against all kinds of debts
made by J.M.T. Duty Free Co., Ltd., hereinafter called, "the Debtor" has had a
debt with the Bank before this Agreement is made and/or while making this
Agreement as well as debt the Debtor will make with the Bank after this
Agreement is made, regardless of the nature of debt, Letter of Credit or the
like with the Bank, and/or debt under Trust Receipt agreement, and/or purchase
of discount bill of exchange and/or debt under the bill of exchange, and/or debt
from a loan request or repayment of by a promissory note, and/or debt from
shipping guarantee, and/or debt that the Bank gives aval to a bill of exchange,
and/or debt that the Bank endorses a bill of exchange, and/ or debt that a
debtor asks the Bank to issue a Letter of Guarantee, and/ or debt under any loan
agreement, and/or debt from overdrawing, and/or debt from the purchase of
discount bill of exchange for product export, and/or debt under an agreement in
which the Debtor is or is becoming a contractual party as well as all other
kinds of debt that the Debtor has made or is to make with the Bank whether in
the form of legal deed or obligation, if the Debtor breaks the credit agreement
and fails to make payment for the said debt or makes incomplete repayment or
causes damage to the Bank under any circumstances, the Guarantor agrees to be
liable jointly with the Debtor for the repayment of the debt of Baht 13,700,000
(Thirteen Million Seven Hundred Thousand Baht Only) as well as interest,
compensation owed by the Debtor and other obligations from the debt to the Bank
as soon as he receives a notice from the Bank.
Section 2. In case the Bank has issued a Letter of Guarantee for the Debtor
to other persons, the Guarantor agrees not to revoke the guarantee until the
Bank is deprived of its responsibility in line with the Letter of Guarantee
issued by the Bank.
Section 3. In case the Bank relaxes debt repayment schedule for the Debtor
or agrees with the Debtor to extend the debt agreement with or without a notice
to the Guarantor, it shall be taken that the Guarantor has agreed with every
time of relaxation or extension accordingly, and the Guarantor shall not take
the relaxation or extension as a cause to deprive of his liability as a
guarantor.
Section 4. In case a third party files a complaint against, sues or is
suing the Consenter in a civil, criminal, or bankruptcy case, or when there is a
cause or indication or the Bank believes that the Consenter is unable or seems
to be unable to repay the debt or compensation for damage under the
Debt Agreement whether the debt is due for repayment or not, the Consenter
shall agree and authorize the Elank to manage the Deposit similar to the
management of the Deposit stated in Section 2.
Section 5. In case the Deposit is a fixed deposit or fixed deposit slip
with a definite deposit period and the deposit is mature but before the debt
under the Debt Agreement is due or it's due but the Bank has not yet received
all the repayment, the Consenter shall agree with the Bank to extend the deposit
for another period equivalent to the original period and such extension can be
made at any number of times until the Bank receives all the repayment.
Section 6. In case the consent and/or authorization to the Bank
aforementioned is to be made in writing, this Agreement shall be taken as a
written consent and authorization under any circumstances. The said consent
and/or authorization cannot be revoked by the Consenter alone until the Bank has
received all the repayment and/or compensation for damage under the Debt
Agreement.
<PAGE>
The Consenter has fully understood all the statements in this Agreement and
affixes his signature at the date and time aforementioned.
Signed (SIGNATURE) Consenter
--------------------------- ----------------------
(J.M.T. Duty Free Co., Ltd.) ( )
Signed Witness
------------------
(Montri Sapkerd)
Signed Witness
-----------------
(Polkrit Chotipan)
EXHIBIT 10.44
(TRANSLATION)
THAI MILITARY BANK PUBLIC COMPANY LIMITED
Made at Thai Military Bank Public Company Limited
7 May 1997
Whereas we, J.M.T. Duty Free Co., Ltd., the Borrower, having obtained credit
line for Letter of Credit, Import Loan for a sum of Baht 100,000,000.(One
Hundred Million Baht) from Thai Military Bank Public Company Limited; by means
of this memorandum, we agree and consent to pay all fees charged by the Bank to
us as follows:
1. Front End Fee, at the rate 0.25% of the total credit line, payable to
the Bank accordingly on the signing date of this memorandum;
equivalent to Baht 250,000.(Two Hundred Fifty Thousand Baht)
If we fail to pay the said fee within the date specified in the above stated
condition, we consent the Bank to charge interest at the rate of 18.5% p.a.
(Penalty Rate) of the said amount from the date of default of payment to the
date on which such payment is made in full.
As evidence, we hereunder sign our name in the presence of witnesses.
Signed: Mr. Viratana Suntaranond for J.M.T. Duty Free Co., Ltd.
(Authorized Director to Sign Binding the Company)
Signed Witness
-----------------------------------
Mr. Sommitr Nithimethiwallop
Signed Witness
-----------------------------------
Miss Wichuda Pitakphol
EXHIBIT 10.45
(TRANSLATION)
THAI MILITARY BANK PUBLIC COMPANY LIMITED
Letter of Guarantee
Made at Thai Military Bank Public Company Limited
7 May 1997
We, Downtown D.F.S. (Thailand) Co., Ltd., with offices at 888/60-62 Ploenchit
Road, Kwaeng Lumpini, Khet Phatumwan, Bangkok, hereinafter called the
"Guarantor" have made this Letter of Guarantee to Thai Military Bank Public
Company Limited, hereinafter called the "Bank" as evidence of the following:
1. Whereas the Bank has granted J.M.T. Duty Free Co., Ltd. hereinafter
called the "Debtor" to borrow money, to borrow money from overdraft
account, to sell discounted promissory note, to open letter of credit
and to make trust receipt and packing credit, or request the Bank to
issue letter of guarantee or oval or certify promissory note, or any
activity creating debts, both existing at present and in the future,
for a sum of Baht 100.000.000.00 (One Hundred Million Baht), the
Guarantor consents to guarantee and be liable to as joint debtor for
performance of the obligation and interest, compensation outstanding
by the Debtor as well as encumbered charges which are accessories
thereof totally or though the Debtor is in default of performance of
the said obligation due to whatever reasons or bankruptcy or death or
becoming incapacitated person or disappearance or removal from the
domicile or could not be found or in any case thereby the Bank has not
received performance of obligation, the Guarantor consents to be
liable to as joint debtor for performance of obligation and interest
thereof at the rate of 18.50% p.a
2. In case the Bank has been demanded to make payment according to the
letter of guarantee issued for the Debtor, it is under the Bank's
discretion to make such payment without having to notify to or obtain
consent from the Guarantor, and the Guarantor consents to be liable to
as joint debtor to the Bank including interest thereof at the above
stated rate as well as penalty, fees, other expenses incurred
therefrom with no condition whatsoever.
3. The Guarantor consents that the above stated domicile is one of the
domiciles of the Guarantor. Notices of the Bank forwarded to the
Guarantor at the address of the Guarantor as appeared in this Letter
of Guarantee, either by registered mail or by messenger, shall be
deemed as having been received by the Guarantor legitimately without
regard to the fact that the Guarantor shall have received or signed
for receipt of such notices in person or not.
4. The Guarantor consents to waive the right to demand the Bank to
proceed the case or enforce from the Debtor's property or the Debtor
first, and this shall not deprive the Bank's right to demand or
proceed the case with the Debtor or the estate or the subrogate or the
Debtor's duty to perform the obligation first as the Bank deems
appropriate. And in this case, if the Bank has not received
performance of obligation or having received it but not in full, the
Guarantor consents that such proceeding shall be the Bank's act for
the Guarantor, thus the Guarantor consents to perform the outstanding
obligation promptly and consents to reimburse all fees and expenses
paid by the Guarantor, whether the Bank has or has not notified the
Guarantor during the course of such action, though having not demand
or proceed the case with the Guarantor jointly with the Debtor or the
estate or the subrogate of the Debtor.
5. This guarantee shall be in force and bind the Guarantor for as long as
the existence of the Debtor's obligation to the Bank due to the fact
that the obligation according to Clause 1 or 2 has not been performed
to the Bank accordingly.
a. If it appears that the obligation according to Clause 1 shall not
bind the Debtor because the Debtor has made it due to
misunderstanding or without authority or being incapacitated, the
responsibility of the Guarantor shall not be relieved without
regard whether the Guarantor knows of the said cause in entering
into the agreement or not.
<PAGE>
b. If it appears that any act of the Bank causes the Guarantor not
to be able to accept the whole or part of the rights, pledge,
preferential right that the Debtor has given to the Bank, whether
before or at the time of entering into this agreement, the
Guarantor's liability under this agreement shall not be relieved,
either in whole or in part.
c. On every occasion that the Bank consents to postponement of
performance of obligation, though having not notified the
Guarantor, it shall be deemed that the Guarantor consents to the
same on every occasion and the Guarantor's duty and liability
shall not be relieved due to such postponement.
6. As security for performance of this agreement, the Guarantor consents
to submit
----------------------------------
7. If the Debtor is in breach of any or all Clauses of the agreement and
in case it is necessary to proceed the case at a court, the Bank has
the right to select to proceed the case at a civil court or a court
with jurisdiction in which the domicile of the Debtor or the Bank is
situated or a court with jurisdiction in which the venue where this
agreement has been entered into is situated. as the Bank deems
appropriate.
As evidence of this guarantee, the Guarantor hereunder signs his name in the
presence of witnesses and submit this Letter of Guarantee to the Bank.
Signed Guarantor
-------------------------------
Mr. Vichai Raksriaksorn
(Authorized Director to Sign Binding the Company)
Signed Witness
-------------------------------
Mr. Sommitr Nithimethiwallop
Signed Witness
-------------------------------
Miss Wichuda Pitakphol
<PAGE>
THAI MILITARY BANK PUBLIC COMPANY LIMITED
Letter of Guarantee
Made at Thai Military Bank Public Company Limited
7 May 1997
Mr. Viratana Suntaranond and/or Mr. Vichai Raksriaksorn and/or Mr. Suwan
Panyapas and/or Miss Em-orn Bunkhan, residing at 141-143-145 Soi Sukha 1, Kwaeng
Wat Rajbophit, Khet Phra Nakorn, Bangkok hereinafter called the "Guarantor" have
made this Letter of Guarantee to Thai Military Bank Public Company Limited,
hereinafter called the "Bank" as evidence of the following:
1. Whereas the Bank has g~anted J.M.T. Duty Free Co., Ltd. hereinafter
called the "Debtor" to borrow money, to borrow money from overdraft
account, to sell discounted promissory note, to open letter of credit
and to make trust receipt and packing credit, or request the Bank to
issue letter of guarantee or oval or certify promissory note, or any
activity creating debts, both existing at present and in the ffiture,
for a sum of Baht 100.000.000.00 (One Hundred Million Baht), the
Guarantor consents to guarantee and be liable to as joint debtor for
performance of the obligation and interest, compensation outstanding
by the Debtor as well as encumbered charges which are accessories
thereof totally or though the Debtor is in default of performance of
the said obligation due to whatever reasons or bankruptcy or death or
becoming incapacitated person or disappearance or removal from the
domicile or could not be found or in any case thereby the Bank has not
received performance of obligation, the Guarantor consents to be
liable to as joint debtor for performance of obligation and interest
thereof at the rate of 18.50% p.a
2. In case the Bank has been demanded to make payment according to the
letter of guarantee issued for the Debtor, it is under the Bank's
discretion to make such payment without having to notify to or obtain
consent from the Guarantor, and +he Guarantor consents to be liable to
as joint debtor to the Bank including interest thereof at the above
stated rate as well as penalty, fees, other expenses incurred
therefrom with no condition whatsoever.
3. The Guarantor consents that the above stated domicile is one of the
domiciles of the Guarantor. Notices of the Bank forwarded to the
Guarantor at the address of the Guarantor as appeared in this Letter
of Guarantee, either by registered mail or by messenger, shall be
deemed as having been received by the Guarantor legitimately without
regard to the fact that the Guarantor shall have received or signed
for receipt of such notices in person or not.
4. The Guarantor consents to waive the right to demand the Bank to
proceed the case or enforce from the Debtor's property or the Debtor
first, and this shall not deprive the Bank's right to demand or
proceed the case with the-Debtor or the estate or the subrogate or the
Debtor's duty to perform the obligation first as the Bank deems
appropriate. And in this case, if the Bank has not received
performance of obligation or having received it but not in full, the
Guarantor consents that such proceeding shall be the Bank's act for
the Guarantor, thus the Guarantor consents to perform the outstanding
obligation promptly and consents to reimburse all fees and expenses
paid by the Guarantor, whether the Bank has or has not notified the
Guarantor during the course of such action, though having not demand
or proceed the case with the Guarantor jointly with the Debtor or the
estate or the subrogate of the Debtor.
<PAGE>
5. This guarantee shall be in force and bind the Guarantor for as long as
the existence of the Debtor's obligation to the Bank due to the fact
that the obligation according to Clause 1 or 2 has not been performed
to the Bank accordingly.
a. If it appears that the obligation according to Clause 1 shall not
bind the Debtor because the Debtor has made it due to
misunderstanding or without authority or being incapacitated, the
responsibility of the Guarantor shall not be relieved without
regard whether the Guarantor knows of the said cause in entering
into the agreement or not.
b. If it appears that any act of the Bank causes the Guarantor not
to be able to accept the whole or part of the rights, pledge,
preferential right that the Debtor has given to the Bank, whether
before or at the time of entering into this agreement, the
Guarantor's liability under this agreement shall not be relieved,
either in whole or in part.
c. On every occasion that the Bank consents to postponement of
performance of obligation, though having not notified the
Guarantor, it shall be deemed that the Guarantor consents to the
same on every occasion and the Guarantor's duty and liability
shall not be relieved due to such postponement.
6. As security for performance of this agreement, the Guarantor consents
to submit
-------------------
7. If the Debtor is in breach of any or all Clauses of the agreement and
in case it is necessary to proceed the case at a court, the Bank has
the right to select to proceed the case at a civil court or a court
with jurisdiction in which the domicile of the Debtor or the Bank is
situated or a court with jurisdiction in which the venue where this
agreement has been entered into is situated as the Bank deems
appropriate.
As evidence of this guarantee, the Guarantor hereunder signs his name in the
presence of witnesses and submit this Letter of Guarantee to the Bank.
Signed Guarantor
--------------------------------------------------
Mr. Viratana Suntaranond/Mr. Vichai Raksriaksorn
Signed Guarantor
---------------------------------------------------
Mr. Suwan Panyapas/Miss Em-orn Bunkhan
Signed Witness
-------------------------------
Mr. Sommitr Nithimethiwallop
Signed Witness
-------------------------------
Miss Wichuda Pitakphol
<PAGE>
Loan Agreement
Agreement No. 1879
This agreement is made at Citicorp Finance and Security (Thailand) Co., Ltd. on
4 February 1997
between
J.M.T. Duty Free Co., Ltd. with offices at 888/60-62 Ploenchit Road, Kwacng
Lumpini, Khet Phatumwan, Bangkok (hereinafter called the "Borrower" of one part)
and Citicorp Finance and Security (Thailand) Co., Ltd. with offices at 82 North
Sathorn Road, 21st and 22nd Floors, Kwaeng Silom, Khet Bangrak, Bangkok
(hereinafter called the "Lender" of the other part).
and
Whereas the Borrower has submitted an application for a loan to the Lender, the
details of which appear in the application form-dated 15 November 1996, and the
Lender has considered it and approved the Borrower to obtain the loan.
Therefore, both parties agree to enter into an agreement with the terms and
conditions as follows:
1. The Borrower has borrowed money from the Lender for a sum of Baht
10,000,000. (Ten Million Baht) (hereinafter called the Principal") and
the Borrower confirms that the said sum has been received from the
Lender accordingly on the signing date of this agreement.
2. The Borrower agrees to pay interest to the Lender for the principal
received at the rate of 13.5% (thirteen point five) p.a. from the
signing date of this agreement or at a new rate ;,hich may be lower or
higher than the above stated rate; provided that the higher rate shall
not exceed the maximum interest rate announced by the Lender
(according to the Bank of Thailand's Notification for compliance by
the Lender regarding interest and discount). The Lender shall notify
the Borrower of the new interest rate from time to time whereby the
Borrower agrees to pay interest to the Lender at the new rate as
notified by the Lender with no dispute whatsoever. The Borrower agrees
to repay the principal together with the interest at the rate
prevailing on the maturity date to the Lender whereby making monthly
payment under this agreement to the Lender in full and/or in case of
change of the said interest rate the Borrower consents the Lender to
change the sum of monthly payment to be paid by the Borrower under
this agreement.
3. The Borrower agrees to pay interest according to Clause 2 and repay
the principal in monthly installment to the Lender. The first
installment to be paid for a sum of Baht 129,840.- by 4 March 1997,
thereafter the Borrower shall make payment of monthly installment of
Baht 129,840.- by the 4th of every month at the Lender's offices until
repayment shall be made in full to the Lender.
In paying in installment according to the previous paragraph, the
Borrower agrees that the fees and expenses incurred from default of
payment by the Borrower in any installment shall be deducted first,
then all outstanding interest shall be deducted, the balance of which
shall be payment of the principal respecively.
<PAGE>
4. The Borrower has the right to repay the principal in full prior to the
maturity date of this loan agreement. In this respect, the Borrower
shall notify the Lender in writing of repayment of the principal in
full for not less than one month in advance. If repayment of the
principal in full shall be in the following period:
within the period of one year from the signing date of this agreement,
the Borrower shall be subject to penalty fee at the rate of 2% of the
principal; and
within the period of two year from the signing date of this agreement,
the Borrower shall be subject to penalty fee at the rate of 1% of the
principal.
5. In addition to the right according to Clause 4, the Borrower has the
right to repay part of the principal whereby each part of the
principal to be repaid on each occasion shall not be less than Baht
10,000.- (Ten Thousand Baht). In this respect, the Borrower shall
notify the Lender in writing of the said intention not less than one
month in advance. Though such repayment shall result in reduction of
the principal under this agreement, the Borrower must pay monthly
installment according to this agreement until the outstanding
principal shall be repaid in full and/or in case of repayment of part
of the principal, the Borrower consents the Lender to change the sum
of monthly installment to be paid by the Borrower under this
agreement.
6. If the Borrower is in default of payment of the principal and/or
interest for any installment according to the date specified in Clause
3, the Borrower agrees to pay interest during the period of default of
payment to the Lender at the rate charged by the Lender to the
defaulted debtors as announced by the Lender (according to the Bank of
Thailand's Notification for compliance by the Lender regarding
interest and discount) from the outstanding principal during the
period of default of payment and pay penalty fee in case of default of
payment at the rate of 2% p.a. of the outstanding principal from the
due date according to Clause 3 to the Lender until the Borrower shall
have performed according to this agreement or until the Lender shall
ha`,e received payment of the outstanding principal in full as the
Lender deems appropriate on a case by case basis.
7. The specified due date of repayment in Clause 3, shall not deprive the
Lender of the right to demand the Borrower to perform the obligation
in whole or in part prior to such date as the-Lender deems
appropriate, and without having to explain the reason to the Borrower
in any way. The Borrower agrees that in case the Lender has notified
such demand, the Borrower shall perform the obligation according to
the demand promptly or not later than seven days from the date of
receipt of the notice and shall not cite the time clause as defense
against the Lender.
8. If the Borrower is in default of payment of the principal and/or
interest for any installment according to the date specified in Clause
3, or is in breach of any clause of this agreement, in addition to all
rights the Lender has according to law, the Lender has the right to
demand the Borrower to repay the outstanding principal and interest
thereof immediately, and the Borrower consents to compensate for the
damages to the Lender immediately for all damages derived from the
default of payment or breach of agreement by the Borrower such as
expenses on warning and demand, proceeding the case, execution for
performance of obligation including the interest charged at the
maximum rate according to Clause 2, or the interest during the period
of default of payment according to Clause 6, as well as penalty fee in
case of default of payment according to Clause 6 of this agreement
until the Lender shall have received performance of obligation in
full.
<PAGE>
9. As collateral for performance of obligation by the Borrower to the
Lender under this agreement, the Borrower agrees to register mortgages
of the plots of land: Title Deed Nos. 82944, 42142, 42143, and 42144,
Survey Nos. 5320, 3082, 3081, and 3080 Cadastral 3Tor.lOr., 3Tor.lOr.,
4746, 9874-12, 47461, and 9872-12, Land Nos. 32, 3170, 1981, and 1982,
Chang Klan Sub-District, Muang Chiangmai District, Chiangmai Province,
with land areas twenty-two, forty-four, forty-four, and forty-four
square wah respectively, with structures situated on the said plots of
land, existing at present or in the future, with the Lender and agree
that the Lender shall hold the said title deeds until the Lender shall
have received performance of obligation under this agreement
accordingly and redemption of the mortgages to the Borrower. In
addition, the Borrower has brought Mr. Wichai Raksri-aksorn to bind
himself as the Guarantor of the Borrower to the Lender
10. In case of default of payment according to Clause 8, the Lender has
the right to immediately enforce the mortgages of the property
according to Clause 9 for auction. The Borrower consents the Lender to
allocate the net proceeds derived from the auction, or in case of
foreclosure, for performance of obligation including various
accessories incurred or may be derived from default of payment. If the
net proceeds from the auction or the price of property in case of
foreclosure is less than the said obligation and accessories, the
Borrower consents to pay the Lender of the short amount accordingly.
11. The Borrower agrees to maintain the mortgaged property with
cautiousness in order that damage or loss or deterioration shall not
occur causing such property's value to be less than the mortgage
amounts, and shall not cause any encumbrance to the mortgaged
property. In case value of the mortgaged property depreciates due to
the fault of the Borrower or any person, the Lender has the right to
request the Borrower to mortgage other property to make it equal in
value to the obligation according to Clause 1. If the Borrower refuses
or fails to do so within 30 days, the Lender has the right to
immediately terminate this agreement and demand the Borrower to pay
various fees, outstanding principal and interest under this agreement
in full or enforce the mortgages.
12. The Borrower agrees to arrange for insurance of the structures
existing at the time of entering into this agreement or in the future
with an insurance company approved by the Lender for the insured sum
specified by the Lender as it is deemed appropriate but this shall not
deprive the Borrower of the right to insure for higher insured sum.
The Borrower shall pay for the insurance premiums for the said
insurance, and the Lender has the right to request the Borrower to
indicate the name of the Lender or endorsement to the Lender as
beneficiary in the insurance policies. If the Borrower does not
arrange for the said insurance and the Lender has arranged for it, the
Borrower must reimburse the insurance premiums to the Lender in full
within one month from the date of notification by the Lender. If the
Lender does not pay the insurance premium, the Borrower consents the
Lender to include it in the outstanding amount and consents to
interest charge at the same rate as specified in Clause 2 of the said
amount until the Borrower shall have paid it accordingly. The Lender
shall maintain the said insurance policies.
<PAGE>
The Borrower must renew the said insurance policies to be valid at all
times while this loan agreement is in force whereby the Borrower shall
pay for all insurance premiums of such renewal. In case the Borrower
does not pay the insurance premiums for renewal and the Lender has
paid for it, the Borrower consents the Lender to deduct the same from
the monthly installment made according to Clause 3 in the following
month, the balance of which shall be paid for the interest and the
principal respectively.
In case the Borrower does not renew the said insurance or does not pay
the insurance premiums that the Lender has arranged for the insurance
as specified in the previous paragraph, the Lender has the right to
immediately request for performance of obligation by the Borrower in
full whereby the Lender may not exercise the right according to the
first and the second paragraph.
13. The Borrower shall pay for all duty stamps affixed to this agreement
including fees and duties for registration of the mortgages as
collateral for performance of obligation and redemption (if any) as
well as service fees on registration of the mortgages, fees on
appraisal of property and other expenses.
14. All agreements specified in the Mortgage Agreement and the Addendum to
Mortgage Agreement entered into by the Borrower andlor the Mortgagor
with the Lender, any of which not appearing in this agreement, the
Borrower acknowledges the same and it shall be deemed part of this
agreement, binding the Borrower to comply with accordingly.
15. The Borrower agrees that if the Borrower moves from the above stated
address in this agreement, the Borrower shall notify the Lender in
writing within 15 days, otherwise it shall be deemed that the Borrower
is in breach of a substantial agreement, and the Lender has the right
to immediately demand performance of obligation in full from the
Borrower.
16. All written documents, letters, and notices forwarded by the Lender to
the Borrower at the above stated address or the new address as
notified by the Borrower to the Lender in writing according to Clause
iS, shall be deemed as-having been forwarded legitimately and that the
Borrower has received the same legitimately.
Both parties, having read this agreement and understood it entirely, hereunder
sign his name in the presence of witnesses.
Signed Borrower
----------------------------
J.M.T. Duty Free Co., Ltd.
by Mr. Vichai Raksriaksorn
Signed Witness
---------------------------
Mr. Kittisak Inpan
Signed Witness
---------------------------
Mr. Niyom Chantaklang
EXHIBIT 10.46
(TRANSLATION)
THAI MILITARY BANK PUBLIC COMPANY LIMITED
Ref. No. Sor.Por. 364/2540 13 June 1997
Subject Credit Line for Letter of Credit, Import Loan
To Khun Vichai Raksriaksorn
Khun Viratana Suntaranond
Managing Director, J.M.T. Duty Free Co., Ltd.
Whereas the Company has requested the Bank to consider credit line for Letter of
Credit, Import Loan (180 days) for a sum of Baht 150,000,000. (One Hundred Fifty
Million Baht) for ordering merchandize from abroad for sales.
The Bank has considered the request and would be pleased to grant credit line
for Letter of Credit, Import Loan (120 days) for a sum of Baht 100,000,000. (One
Hundred Million Baht), whereby the following nine Letters of Credit, Import Loan
L/C No. 400140 USD 928,946.88
L/C No. 400142 FF 259,620.39
L/C No. 400143 HKD 810,880.00
L/C No. 400144 USD 43,310.60
L/C No. 400145 FF 772,409.70
L/C No. 400146 USD 46,513.00
L/C No. 400147 USD 42,545.60
L/C No. 400177 FF 452,195.75
L/C No. 400178 changed to USD 78,383.75
FF 362,092.50
changed to USD 10,903.20
will be included in the approved credit line under the following conditions.
1. Fees and Interest Rate
----------------------
1.1 Fees
- Fee for Opening Letter of Credit: according to the Bank's
regulation.
<PAGE>
- Front End Fee: at the rate of 0.25% p.a.
- Engagement Fee: at the rate of 1.50% p.a.
l. 2 Interest Rate
- In case of foreign currency: SIBOR+3.5% p.a.
- In case of Baht currency: MLR+1.0% p.a. (at present, MLR is 13.0%
p.a.) whereby the Bank reserves the right to change interest rate, to
be in line with the prevailing money market situation.
In case of default of payment, the Bank will charge interest rate at the
rate of 18.50% p.a. for Baht currency.
2. Conditions Precedent to Use of Loan
2.1 To perform obligation in the name of Downtown D.F.S. (Thailand) Co.,
Ltd. for a sum of Baht 50,000,000. (Fifty Million Baht).
2.2 Downtown D.F.S. (Thailand) Co., Ltd. shall be the Guarantor for J.M.T.
Duty Free Co.. Ltd..
2.3 J.M.T. Duty Free Co., Ltd. shall be the Guarantor for Downtown D.F.S.
(Thailand) Co.. Ltd.
2.4 The Directors authorized to sign binding the Company shall be the
Guarantor for the full amount, namely: Khun Vichai Raksriaksorn and
Khun Wirat Sunthornnont, including shareholders/directors namely: Khun
Suwan Panyapas and Khun Emorn Bunkhan.
2.5 Entering into various juristic acts shall be in accordance with the
Bank's regulations.
3. Conditions During Use of Loan
3.1 To insure the merchandize with the Bank as the beneficiary for the
insured sum not less than Baht 100,000,000. (One Hundred Million Baht)
<PAGE>
3.2 If there is any outstanding Import Loan upon maturity, the Bank
reserves the right for consideration of opening of new Letter of
Credit or granting new Import Loan until the Company shall have
performed the said obligation accordingly.
3.3 To submit Revenues-Expenses Accounts to the Bank quarterly, within a
period not exceeding 30 days from the end of quarter.
3.4 To submit the Company's Annual Financial Statements to the Bank,
within 45 days from the yearend.
3.5 To use the Bank's foreign exchange services and become a shop member
accepting payment by credit cards as well as selling sales slips to
the Bank.
3.6 To review the credit line for Letter of Credit, Import Loan annually.
4. Other Conditions
4.1 If Downtown D.F.S. (Thailand) Co., Ltd. performs the obligation of
Baht 30,000,000. (Thirty Million Baht) (with separate amount of
interest) within six months, then the Bank will consider the
application of additional amount of additional credit line for Letter
of Credit, Import Loan of Baht 50,000,000. (Fifty Million Baht).
4.2 The Bank reserves the right to change the interest rate, to be in line
with the prevailing money market situation.
The Bank would like to express our thanks for your interest in using our
services and hereby inform details of payment for your convenience as follows:
1. The Company can make payment at any branch of the Bank and the receipt will
be issued immediately.
2. If the Company has deposit account with the Bank, the Company can contact
the Bank for deduction of payment from- the deposit account on due date
which is convenient without having to make payment on due date. In case of
not having deposit account, the Bank would like to invite the Company to
open a deposit account for deduction of payment thereby the Bank will
forward receipt to the Company by mail in due course.
<PAGE>
Please be informed accordingly and contact Loan Formality Group, Loan Operation
Department, Tel Nos. 299-2137-41 for proceedings with juristic acts within 30
days from the date of this letter. After this date, the Bank reserves the right
in consideration for the change or cancellation of the approved credit line. The
Bank hopes that we will be of service to the Company in the future.
Yours respectfully,
Thai Military Bank Public Company Limited
/s/ Akadet Puethphol
(Mr. Akadet Puetphol)
Deputy General Manager
Commercial Loan Department
(Commercial Loan Group 1)
Tel Nos. 299-1332, 2263
Acknowledged and would be pleased to comply with the conditions set forth by the
Bank.
/s/ Vichai Raksriaksorn
- -------------------------------
Signed by the Authorized Person
Note: Please return it to Commercial Loan Department within 15 days from the
date of receipt of this letter.
Exhibit 21.1
KING POWER INTERNATIONAL GROUP CO., LTD.
SIGNIFICANT SUBSIDIARIES AND
JURISDICTIONS OF INCORPORATION
Name Jurisdiction of Incorporation Percentage Owned
King Power Tax Free
Company Limited Thailand 99.94%
King Power Duty Free
Company Limited Thailand 94.95%
King Power International
Co., Ltd. Thailand 99.93%
31
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To The Board of Directors and Shareholders of
King Power International Group Co., Ltd.
We have audited the accompanying consolidated balance sheets of King Power
International Group Co., Ltd. (the "Company") as of December 31, 1996 and 1997
and the related consolidated statements of income, changes in shareholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, financial position of King Power International
Group Co., Ltd. as of December 31, 1996 and 1997 and the results of its
operations, the changes in its shareholders' equity and its cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America applied on a consistent basis.
/s/ BDO Binder (Thailand) Ltd.
- -------------------------------
BDO Binder (Thailand) Ltd.
BANGKOK
February 27, 1998
F-1
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------
Note 1996 1997
US$ US$
ASSETS
Current Assets
Cash and cash equivalents 1,139,203 1,316,880
Trade accounts receivable 73,335 429,104
Trade accounts receivable - related companies 7 -- 602,115
Management fee receivable - related company 7 -- 2,174,893
Refundable value added tax 4 922,619 963,528
Advance for duty free goods 333,711 --
Advance for office and shop improvement 512,888 --
Advance to related companies 7 74,161 2,315,946
Advance to directors 5 1,876,164 1,322,782
Merchandise inventories - net 6 6,752,715 13,140,356
Deferred income tax assets 8 -- 874,465
Interest receivable - related companies 7 -- 101,811
Interest receivable -- 594,814
Other current assets 371,782 460,765
---------- ----------
Total current assets 12,056,578 24,297,459
Investments in other companies 9 249,875 115,773
Investment in marketable securities (trading) 3 39,032 21,165
Property, plant and equipment - net 10 1,750,935 3,402,452
Restricted fixed deposits 11 9,547,452 6,465,680
Deposit with related company 7, 12 -- 634,961
Other long-term assets 98,240 140,709
TOTAL ASSETS 23,742,112 35,078,199
========== ==========
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
December 31,
--------------------
Note 1996 1997
US$ US$
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Bank overdraft 13 937,804 958,635
Bank loan 14 3,903,201 4,836,552
Notes payable 15 1,749,763 423,307
Current portion of installment purchase
payable 16 63,488 22,930
Current portion of long-term loan 17 -- 5,719
Trade accounts payable - related companies 7 1,410,695 590,858
Trade accounts payable 9,640,775 10,913,560
Advance from related companies 7 685,012 --
Leasehold improvements payable 457,552 --
Accrued concession fee -- 6,216,070
Accrued expenses 361,333 469,184
Other current liabilities 198,229 478,892
---------- ----------
Total current liabilities 19,407,852 24,915,707
Installment purchase payable - net 16 55,010 24,540
Long-term loan-net 17 -- 202,946
---------- ----------
Total liabilities 19,462,862 25,143,193
Minority interest 1 351,964 170,712
Commitments and contingencies 19
Shareholders' Equity 18
Common stock - $0.001 par value.100,000,000
shares authorized 18,800,000 and 20,250,000
share issued and outstanding at December 31,
1996 and 1997,respectively 18,800 20,250
Additional paid in capital 18,962,595 20,848,145
Retained earnings (Deficit) (15,564,597) (7,629,761)
Translation adjustments 510,488 (3,474,340)
---------- -----------
Total shareholders' equity 3,927,286 9,764,294
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 23,742,112 35,078,199
=========== ==========
0 0
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year ended December 31,
---------------------------
Note 1996 1997
US$ US$
Sales revenue 41,869,197 95,996,663
Cost of sales :
Cost of merchandise sold 7 14,453,584 38,504,886
Concession fee 20,032,406 34,337,536
---------- ----------
Total cost of sales 34,485,990 72,842,422
---------- ----------
Gross profit 7,383,207 23,154,241
Operating expenses :
Selling expenses
Sales salaries and welfare 4,275,589 7,247,795
Rental and service fee and other expenses
under the concession agreement 540,354 1,443,408
Depreciation 180,831 779,002
Others 369,559 1,362,045
---------- ----------
Subtotal 5,366,333 10,832,250
Administrative expenses 906,746 3,789,022
---------- ----------
Total operating expenses 6,273,079 14,621,272
---------- ----------
Income from operation 1,110,128 8,532,969
Other income:
Interest income - related company 7 -- 141,969
Interest income 592,317 1,684,794
Realized gain on foreign exchange 464,743 2,434,005
Unrealized gain on foreign exchange -- 1,385,203
Management fee income 7 -- 1,647,548
Other income 5,177 305,788
---------- ----------
Total other revenues 1,062,237 7,599,307
---------- ----------
Other expenses:
Interest expenses 539,337 1,226,176
Realized loss on foreign exchange -- 3,252,492
Unrealized loss on foreign exchange
due to Baht devaluation -- 1,625,558
Unrealized loss on foreign exchange -- 3,313,213
Loss in investment in other companies 2,993 27,503
Loss in investment in marketable
securities (trading) 26,764 --
---------- ----------
Total other expenses 569,094 9,444,942
---------- ----------
Net income before income tax 1,603,271 6,687,334
Income tax benefit 8 -- 1,219,387
---------- ----------
Net income before minority interest 1,603,271 7,906,721
Loss shared by minority interest 39,517 28,115
---------- ----------
========== ==========
Net income attributed to common shares 1,642,788 7,934,836
========== ==========
Weighted average number of common shares
outstanding 18,800,000 19,779,011
Basic earnings per share 0.09 0.40
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
--------------------------
Note 1996 1997
US$ US$
Cash flows from operating activities :
Net income 1,642,788 7,934,836
Adjustments to reconcile net income to
net cash provided (used) by operating
activities
Depreciation 180,831 779,002
Unrealized loss on foreign exchange -- 4,938,771
Unrealized gain on foreign exchange -- (1,385,203)
Provision for damage stock -- 743,747
Provision for devaluation in investment
in other company 2,993 27,503
Provision for devaluation in investment
in marketable securities 26,764 --
Deferred tax assets -- (874,465)
Minority interest-income statement impact (39,517) (28,115)
Decrease (increase) in operating assets :
Trade accounts receivable - related
companies -- (602,115)
Trade accounts receivable (73,335) (354,010)
Refundable valued added tax (922,619) (40,909)
Advance for duty free goods (333,711) 333,711
Advance for office and shop
improvement (512,888) 512,888
Advance to related companies (74,161) (2,241,785)
Advance directors (1,876,164) 553,382
Inventories (6,115,974) (5,803,278)
Management fee receivable-related company -- (789,690)
Interest receivable -- (696,625)
Other current assets (371,782) (88,983)
Increase (decrease) in operating liabilities:
Trade accounts payable-Related companies 216,810 (889,937)
Trade accounts payable 6,742,039 (2,969,378)
Advance from related companies 685,012 (685,012)
Leasehold improvements payable 457,552 (457,552)
Advance from director (2,432,067) --
Accrued concession fee -- 6,216,070
Accrued expenses 361,333 107,851
Other current liabilities (49,652) 280,663
Minority interest-balance sheet impact 394,615 (153,137)
--------- ---------
Net cash provided (used) by operating
activities (2,091,133) 4,368,230
--------- ---------
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Year ended December 31,
------------------------
Note 1996 1997
US$ US$
Cash flows from investing activities :
Reduction in investment in other
company 4,292 106,599
Reduction in investment in marketable
security 897 17,867
Purchase of fixed assets (1,476,670) (2,430,519)
Addition in deposit with related
company - (634,961)
Addition in long-term
assets (38,573) (42,469)
--------- ---------
Net cash provided (used) by
investing activities (1,510,054) (2,983,483)
--------- ---------
Cash flows from financing activities :
Proceeds (repayment) in bank
overdrafts 575,267 20,831
Proceeds (repayment) from bank
loan 3,903,201 (1,072,033)
Proceeds (repayment) from note
payable 1,749,763 (1,326,456)
Proceeds (repayment) from installment
purchase payable 118,498 (71,028)
Proceeds from long-term
loan - 208,665
Capital injection in KPD 7,360,455 -
Net proceeds from Regulation S
issuance 18 (d) - 1,887,000
Translation adjustment 125,384 (3,984,828)
---------- ---------
Net cash provided (used) by
financing activities 13,832,568 (4,337,849)
---------- ---------
Effect of exchange rate changes on cash - 49,007
Decrease (Increase) in restricted fixed
deposit (9,547,452) 3,081,772
---------- ---------
Net increase in cash and cash equivalents 683,929 177,677
Cash and cash equivalents-beginning of
years 455,274 1,139,203
---------- ---------
Cash and cash equivalents-end of years 1,139,203 1,316,880
========== =========
Supplemental cash flow information
Cash paid during the period:
Interest paid 539,337 588,403
Income taxes paid - -
Non-cash transaction:
Common stock - 1,200
Additional paid-in capital - (1,200)
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE>
<TABLE>
<CAPTION>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES SHAREHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1996 AND 1997
<S> <C> <C> <C> <C>
Common Stock
---------------------------- Additional Retained Translation
Note Shares Amount Paid in Earnings Adjustments Total
Capital
----------- ------------ --------- ----------- ----------- ----------- ----------
US$ US$ US$ US$ US$
Balance, January 1, 1996 18 (a) (b) 18,800,000 18,800 11,602,130 (17,207,385) 385,104 (5,201,351)
Initial investment in King Power
Duty Free at 2/26/96 -- -- 7,360,465 -- -- 7,360,465
Net income (loss) -- -- -- 1,642,788 -- 1,642,788
Translation adjustments -- -- -- -- 125,384 125,384
----------- --------- ----------- ----------- --------- ----------
Balance, December 31, 1996 18,800,000 18,800 18,962,595 (15,564,597) 510,488 3,927,286
Recapitalization at June 12, 1997 18 (c) 1,200,000 1,200 (1,200) -- -- --
Regulation S issuance at
August 19, 1997 18 (d) 250,000 250 1,886,750 -- -- 1,887,000
Net income (loss) -- -- -- 7,934,836 -- 7,934,836
Translation adjustments -- -- -- -- (3,984,828) (3,984,828)
=========== ======== ========== ========== ========= ==========
Balance, December 31, 1997 20,250,000 20,250 20,848,145 (7,629,761) (3,474,340) 9,764,294
=========== ======== ========== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-7
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
King Power International Group Co., Ltd. (formerly Immune America, Inc.)
(the Company) is incorporated under the laws of the State of Nevada on July 30,
1985 in pursuance of the research and development of nutritional products to
treat malfunctions of body caused by immune deficiencies. The Company began
having financial difficulties in early 1988, and subsequently ceased operations
and liquidated its assets in the second quarter of that year. Since then through
June 12, 1997, the management had kept the Company inactive. The inactive
Company was regarded as a development stage company.
On June 12, 1997, the Company exchanged 18,800,000 shares of its common
stock for 99.94% of issued and outstanding common shares of King Power Tax Free
Company Limited (formerly J.M.T. Group Company Limited) (KPT thereafter) and
94.95% of the issued and outstanding common shares of King Power Duty Free
Company Limited (formerly J.M.T. Duty Free Company Limited) (KPD thereafter). As
these two Thailand-based companies are active operating companies, therefore,
the Company was no longer a development stage company after June 12 , 1997.
This exchange of the Company's common stock to the former KPT and KPD
shareholders resulted in those former shareholders obtaining a majority voting
interest in the Company. Generally accepted accounting principles requires that
the company whose stockholders retain the majority interest in a combined
business be treated as the acquirer for accounting purpose. Consequently, this
transaction has been accounted for as a "reverse acquisition" for financial
reporting purpose and KPT and KPD are deemed to have acquired 94% of equity
interest in the Company as of the date of acquisition. The relevant acquisition
process utilizes the capital structure of Immune Ameica, Inc. and the assets and
liabilities of KPT and KPD are recorded at historical cost.
KPT and KPD are the operating entities for financial reporting purpose, and
the financial statements prior to June 12, 1997 represent KPT and KPD's
financial position and results of operations. The assets, liabilities and
results of operations of both KPT and KPD are included as of June 12, 1997.
Although KPT and KPD are deemed to be the acquiring corporations for financial
accounting and reporting purpose, the legal status of the Company as the
surviving corporation does not change.
Concurrent with the reverse acquisition, the Company changed its corporate
name from Immune America, Inc. to King Power International Group Co., Ltd.
F-8
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
King Power Duty Free Company Limited is a Thailand-based corporation
engaged in selling duty free merchandise to the traveling public under the
supervision of Thai customs in various stores located in the international
terminals of the various airports located in Thailand. KPD holds from the
Airports Authority of Thailand a non-exclusive license to operate duty free
stores for all stores of this specific nature. For the duty free store
operation, KPD is exempt from input value added tax on purchases of merchandise
and from output value added tax on sales of merchandise.
King Power Tax Free Company Limited is a Thailand-based corporation engaged
in selling various souvenirs and consumer products in the international and
domestic terminals of the various airports located within Thailand to the
general public. KPT holds the exclusive operating license granted by the
Airports Authority of Thailand for all shops of this specific nature. For the
tax free operation, KPT is subject to input value added tax on purchases of
merchandise and is exempt from output value added tax on sales of merchandise.
On October 10, 1997, the Company acquired 4,900 shares of common stock in
King Power International Group (Thailand) Company Limited" ("KPG Thai"),
equivalent to 49% of the registered capital. KPG Thai was established in
Thailand on September 11, 1997 and has registered capital totaling Baht 1
million divided into 10,000 shares of common stock with Baht 100 per shares. KPT
acquired 5,093 shares of common stock in King Power International Group
(Thailand) Company Limited, equivalent to 50.93% of the registered capital.
Ultimately, the Company owns 99.93% of equity interest in King Power
International Group (Thailand) Company Limited.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America which
include the accounts of the Company and its subsidiaries. All significant
inter-company accounts and transactions have been eliminated in consolidation.
The consolidated financial statements are presented in U.S. dollars.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
Merchandise Inventory Valuation
Merchandise inventory are stated at the lower of cost or market. Costs are
determined on a first-in and first-out basis.
F-9
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Foreign Currency Translation and Transactions
The financial position and results of operations of the Company's foreign
subsidiaries are determined using local currency as the functional currency.
Assets and liabilities of these subsidiaries are translated at the prevailing
exchange rate in effect at each year end. Contributed capital accounts are
translated using the historical rate of exchange when capital injected. Income
statement accounts are translated at the average rate of exchange during the
year. Translation adjustments arising from the use of different exchange rates
from period to period are included in the cumulative translation adjustment
account in shareholders' equity. Gains and losses resulting from foreign
currency transactions are included in operations.
On July 2, 1997, Thailand government announced the change of foreign
currency conversion to a "Managed Float" system resulting in the requirement for
business enterprises to adjust the value of assets and liabilities denominated
in foreign currencies accordingly thereafter. Consequently, the loss of
US$1,625,558 arising from the change of foreign currency conversion under the
"Managed Float" system was presented in the consolidated statement of income.
The exchange rates as of December 31, 1996 and 1997 are $1 = Thai Baht
25.62 and Baht 47.247, respectively. The average rate of exchange during 1996
and 1997 are $1 = Thai Baht 25.4075 and Baht 33.8825, respectively.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed
primarily utilizing the straight-line method over the estimated useful lives of
the assets as follows :
Estimated useful life
(in years)
---------------------
Building...................................................20
Leasehold improvements..................................... 5
Selling office equipment and fixtures...................... 5
Vehicles................................................... 5
Maintenance, repairs and minor renewals are charged directly to expenses as
incurred. Additions and betterment to property and equipment are capitalized.
When assets are disposed of, the related cost and accumulated depreciation
thereon are removed from the accounts and any resulting gain or loss is included
in income statement.
F-10
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Use of Estimates
The preparation of financial statements in conformity with US generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of financial
statements and the reported amounts of revenue and expenses during the reporting
period. Among the more significant estimates included in these financial
statements are the estimated allowance for doubtful accounts receivable and the
deferred income tax asset allowance. Actual results could differ from those
estimates.
Revenue Recognition
The Company recognizes revenue from sales of merchandise at the point of
sales.
Concession Agreement
According to the concession agreement with Airport Authority of Thailand,
King Power Tax Free Co., Ltd. is required to pay concession fee, rental and
services fee, and other related expenses at the fixed charges as defined in the
agreement.
According to the concession agreement with Airport Authority of Thailand,
King Power Duty Free Co., Ltd. is required to pay concession fee at the fixed
percentage of sales but at least equal to the fixed charge as defined in
agreement, and pay rental and service fee and other related expenses at the
fixed charges as defined in the agreement.
Accounts Receivable and Concentration of Credit Risk
The Company's retail businesses are cash flow businesses. Most of sales
have taken place with cash receipts or credit card payments. Consequently, the
Company usually does not provide any bad debt allowance for doubtful accounts.
However, the Company does review its accounts receivable from time to time on
case by case basis to determine if any bad debt allowance is necessary at each
year end. The Company maintain its cash accounts in high quality financial
institutes.
Investment in Marketable Securities
The Company accounts for investment in marketable securities as trading
category in accordance with the provisions of Statement of Financial Accounting
Standards No. 115 "Accounting for Certain Investments in Debt and Equity
Securities" (SFAS No. 115).
Under SFAS No. 115, debt securities and equity securities that have readily
determinable fair values are to be classified in three categories.
Held to Maturity - the positive intent and ability to hold to maturity.
Amounts are reported at amortized cost and adjusted for amortization of premiums
and discounts.
F-11
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Trading Securities - bought principally for purpose of selling them in the
near term. Amounts are reported at fair value with unrealized gains and losses
included in other income (expenses).
Available for Sale - not classified in one of the above categories. Amounts
are reported at fair value with unrealized gains and losses excluded from other
income (expenses) and reported separately as a component of shareholders'
equity.
Investments in Other Company
Investment in other companies under 20% of interest was accounted for using
the cost method. Provision for diminution in value of the investment was
included in the statement of income.
Fair Value of Financial Instruments
The carrying amount of cash, trade accounts receivable, notes receivable,
trade accounts payable and accrued payable are reasonable estimates of their
fair value because of the short maturity of these items. The carrying amounts of
the Company's credit facilities approximate fair value because the interest
rates on these instruments are subject to change with market interest rates.
Income Taxes
The Company accounts for income taxes using the liability method, which
requires an entity to recognize deferred tax liabilities and assets. Deferred
income taxes are recognized based on the differences between the tax bases of
assets and liabilities and their reported amounts in the financial statements
which will result in taxable or deductible amounts in future years. Further, the
effects of enacted tax laws or rate changes are included as part of deferred tax
expenses or benefits in the period that covers the enactment date. A valuation
allowance is recognized if it is more likely than not that some portion, or all
of, a deferred tax asset will not be realized.
The Company does not provide income tax provision on unremitted earnings of
its Thailand-based subsidiaries since the Company's intention is to reinvest
these earning in their operations.
Earnings Per Share
In 1997, Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128). SFAS No. 128
replaced the calculation of primary and fully diluted earnings per share with
basic and diluted earnings per share. Unlike primary earnings per share, basic
earnings per share excludes any diluted effects of options, warrants, and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented and, where applicable, restated to
confirm to the requirements of SFAS No. 128.
F-12
<PAGE>
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting for Stock-based Compensation
In connection with its adoption of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-based Compensation" (SFAS No. 123), the
Company will adopt the intrinsic value method of accounting for employee stock
options and disclose the pro forma impact on net income and earnings per share
as if the fair value -based method had been applied. For equity instruments,
including stock options issued to non-employee, including directors, the fair
value of the equity instruments or the fair value of the consideration received,
whichever is more readily determinable, is used to determine the value of
services or goods received and the corresponding charge to operations.
New Accounting Standards Not Yet Adopted
In June 1997, Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS
No. 130), which establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income is defined
to include all changes in equity except those resulting from investments by
owners and distributions to owners. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statements that is displayed with the same prominence as other
financial statements.
Statement of Financial Accounting Standards No. 131, "Disclosure about
Segments of an Enterprise and Related Information" (SFAS No. 131) supersedes
SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise,"
establishes standards for the way that public enterprises report information
about operating segments in interim financial statements issued to the public.
It also establishes standards for disclosures regarding products and services,
geographic areas and major customers. SFAS No. 131 defines operating segments as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance.
Both of these new standards are effective for financial statements for
periods beginning after December 15, 1997 and require comparative information
for earlier years to be restated. Due to the recent issuance of these standards,
management has been unable to fully evaluate the impact, if any, they may have
on future financial statement disclosures.
Reclassification of Accounts
Certain accounts in the 1996 financial statements were reclassified to
conform with the 1997 financial statement presentation
F-13
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3 - INVESTMENT IN MARKETABLE SECURITIES (TRADING )
1996 1997
---- ----
US$ US$
At Cost........................................................ 78,064 42,330
Loss on decline in market value of investment..................(39,032) (21,165)
Net investment in mutual fund......................... 39,032 21,165
====== ======
On May 23, 1995, King Power Tax Free Co., Ltd. (KPT) acquired 200,000
investment units of Bangkok Metropolitan Fund, equivalent to 10% of the
registered fund. Bangkok Metropolitan Fund, a five-years closed-end mutual fund,
was established and managed by The Mutual Fund Public Company Limited, and has a
registered fund totalling Baht 2,000 million divided into 200 million investment
units with par value of Baht 10 each.
There was no disposal of investment in 1997. The reduction in cost value of
investment in US dollar was due to using different exchange rates from year to
year.
NOTE 4 - REFUNDABLE VALUE ADDED TAX
In the Company's Thailand-based subsidiaries, refundable value added tax
(VAT) represents, on a cumulative basis, the excess of input tax (charged by
suppliers on purchases of merchandise and services) over the output tax (charged
to customers on sales of merchandise and services). Value added tax is levied on
the value added at each stage of production and distribution including
servicing, generally at the rate of 7% and at the rate of 10% starting at August
16, 1997.
NOTE 5 - ADVANCE TO DIRECTORS
Advance to directors bears an interest rate ranging from 14.5% to 17.5% per
annum and is due on demand.
NOTE 6 - MERCHANDISE INVENTORIES
Merchandise inventories are summarized as follows :
1996 1997
---- ----
US$ US$
Merchandise 6,752,715 13,673,723
Less : Provision for damaged stock - (533,367)
---------------------
6,752,715 13,140,356
========= ==========
F-14
<PAGE>
<TABLE>
<CAPTION>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7 - RELATED PARTY TRANSACTIONS
<S> <C>
1996 1997
---- ----
US$ US$
Trade account receivable - related companies
Downtown D.F.S. (Thailand) Co., Ltd. -- 164,104
King Power International Co., Ltd. (World Trade Center) -- 438,011
Management fee receivable - related company
Downtown D.F.S. (Thailand) Co., Ltd. -- 2,174,893
Advance to related companies
47 Co., Ltd. -- 345,382
King Power Duty Free (CBO) Ltd. -- 9,226
King Power International Co., Ltd. (World Trade Center) -- 1,961,338
Downtown D.F.S. (Thailand) Co., Ltd. 74,161 --
Interest receivable - related companies
47 Co., Ltd. -- 31,974
Downtown D.F.S. (Thailand) Co., Ltd. -- 69,837
Deposit with related company
Downtown D.F.S. (Thailand) Co., Ltd. -- 634,961
Trade accounts payable - related company
Lengle (Thailand) Co., Ltd. 1,284,554 310,774
King Power Duty Free (CBO) Ltd. 126,141 280,084
Advance from related companies
Lengle (Thailand) Co., Ltd. 390,320 --
47 Co., Ltd. 177,596 --
Top China Group Co., Ltd. 117,096 --
Management fee income
Downtown D.F.S. (Thailand) Co., Ltd. -- 1,647,548
Interest income - related companies
47 Co., Ltd. -- 44,586
Downtown D.F.S. (Thailand) Co., Ltd. -- 97,383
Sales
Downtown D.F.S. (Thailand) Co., Ltd. -- 266,862
King Power international Co., Ltd. (World trade Center) -- 986,528
</TABLE>
F-15
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continues)
NOTE 7 - RELATED PARTY TRANSACTIONS (Continued)
1996 1997
---- ----
Purchasing
Lengle (Thailand) Co., Ltd. 528,559 721,673
King power Duty Free (CBO) Ltd. 127,196 7,882,021
Thai Nishigawa International Co., Ltd. 112,190 278,056
Thai Sky Travel & Intertrade Co., Ltd. - 125,892
Niji (Thailand) Co., Ltd. - 119,006
Trade accounts payable
Thai Nishigawa International Co., Ltd. 45,157 32,077
Thai Sky Travel & Intertrade Co., Ltd. - 1,870
Niji (Thailand) Co., Ltd. - 19,901
Accrued concession fee
Airport Authority of Thailand - 6,216,070
Concession fee
Airport Authority of Thailand 20,032,406 34,337,536
Rental, Service fee and other expenses under concession
agreement
Airport Authority of Thailand 540,354 1,443,408
Advance to / from related companies represents advance for operation fund.
Such advances are interest free in 1996 and bear interest rate ranging from
14.5% to 17.5% per annum in 1997 and are due on demand.
F-16
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8 - DEFERRED INCOME TAX ASSETS
In Thailand, business enterprises are subject to corporate income tax on
their book profits after adjustments made for tax purposes. Provisions for bad
debts or inventory obsolescence are not deductible until bad debt or inventory
obsolescence actually takes place. The Thailand corporate income tax is levied
at the flat rate of 30%. However, the net operating loss can be carried forward
and utilized within five years. Accordingly, the income tax benefit using the
average exchange rate for income statement account and the deferred income tax
asset using current exchange rate for balance sheet account have been determined
as follows :
<TABLE>
<S> <C> <C>
1996 1997
---- ----
US$ US$
Statement of income
Current income tax 784,329 2,626,660
Usage of operating loss carry-forward (784,329) (2,626,660)
Deferred income tax asset
- Temporary difference 20,052 264,166
- Net operating loss carry-forward 4,589,205 955,221
---------- ----------
4,609,257 1,219,387
Less : Valuation allowance (4,609,257) --
---------- ----------
-- 1,219,387
========== ==========
Balance sheet
Deferred income tax asset -- 874,465
========== ==========
As a result, the effective income tax rate for the subsidiaries is
different from the standard income tax rate. The following reconciliation shows
the differences between the effective and standard rates.
1996 1997
---- ----
Standard income tax rate 30.00% 30.00%
Usage of operating loss carry-forward (30.00%) (30.00%)
Usage of temporary difference (1.25%) (3.95%)
Recognition of net operating loss carry-forward (286.24%) (14.28%)
Less : Valuation allowance 287.49% --
------- ------
Effective income tax rate -- (18.23%)
======= ======
</TABLE>
F-17
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The types of temporary differences between the tax bases of assets and
liabilities and their financial reporting amounts that give rise to the net
deferred tax assets and liabilities and their approximate tax effects are as
follows :
1996 1997
---- ----
US$ US$
Provision on damaged stock - 223,124
Provision for devaluation of investment 20,052 41,042
------ -------
Deferred income tax asset - temporary differences 20,052 264,166
====== =======
Also, the net operating losses carry-forward amounts give rise to the
deferred income tax assets and their approximate effects are as follows :
As at December 31, 1996
<TABLE>
<S> <C>
Loss/(profit) Loss used Loss available for future use
Year Subsidiaries incurred 1996 at December 31, 1996
---- ------------ ------------------ ---- ---------------------
US$ US$ US$
1992 KPT 7,386 (7,386) -
1993 KPT 7,104,134 (2,607,045) 4,497,089
1994 KPT 7,314,276 - 7,314,276
1995 KPT 2,674,781 - 2,674,781
1996 KPT (2,614,431) - -
KPD 811,203 - 811,203
------------ ------------ ------------
15,297,349 (2,614,431) 15,297,349
============ =========== ==========
Deferred income tax asset
- usage of operating loss carry-forward (784,329)
=============
- net operating loss carry-forward 4,589,205
===========
</TABLE>
F-18
<PAGE>
<TABLE>
<CAPTION>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As at December 31, 1997
<S> <C> <C>
Loss/(profit) Loss used Loss available for future use
Year Subsidiaries incurred 1996 1997 at December 31, 1997
---- ------------ ------------- ---- ---- --------------------
US$ US$ US$ US$
1992 KPT 5,538 (5,538) - -
1993 KPT 5,327,184 (1,954,948) (3,372,236) -
1994 KPT 5,484,763 - (5,383,298) 101,465
1995 KPT 2,005,740 - - 2,005,740
1996 KPT (1,960,486) - - -
KPD 608,298 - - 608,298
1997 KPT (8,755,534) - - -
KPD 468,566 - - 468,566
------------ ----------- ------------ ----------
3,184,069 (1,960,486) (8,755,534) 3,184,069
============ =========== =========== =========
Deferred income tax asset
- usage of operating loss carry-forward (2,626,660)
===========
- net operating loss carry-forward 955,221
===========
No valuation allowance has been provided at December 31, 1997 as the
Company has determined that it is more likely than not to realize these deferred
income tax assets.
The difference in net operating loss carry-forward amount in US dollars
from 1996 to 1997 was due to using different exchange rates from year to year.
NOTE 9 - INVESTMENTS IN OTHER COMPANIES
<C> <C>
1996
------------------------------------------------------------
Provision for devaluation Net investments
Cost of investment in other companies
--------- ------------------------- ------------------
US$ US$ US$
International Tourism Promotion
Co., Ltd. 234,192 23,814 210,378
Top Trade Overseas Promotion
Co., Ltd. 39,032 2,659 36,373
Global Capital Group Co., Ltd. 3,903 779 3,124
--------- -------- --------
Total 277,127 27,252 249,875
========= ======== =======
</TABLE>
F-19
<PAGE>
<TABLE>
<CAPTION>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<S> <C> <C>
1997
Provision for devaluation Net investments
Cost of investment in other companies
US$ US$ US$
International Tourism Promotion
Co., Ltd. 126,992 12,914 114,078
Top Trade Overseas Promotion
Co., Ltd. 21,165 21,165 -
Global Capital Group Co., Ltd. 2,117 422 1,695
--------- ------- -------
Total 150,274 34,501 115,773
========= ======= =======
</TABLE>
There was no disposal of investment in 1997 for these three entities. The
reduction in cost value of investment in US dollars was due to using different
exchange rates from year to year.
King Power Tax Free Co., Ltd. (KPT) acquired 60,000 shares of common stock
in International Tourism Promotion Co., Ltd., on July 5, 1995 an equivalent to
10% of the registered capital. International Tourism Promotion Co., Ltd. was
established in Thailand on October 14, 1993, and has registered capital totaling
Baht 60 million divided into 600,000 shares of common stock with Baht 100 per
share. International Tourism Promotion Co., Ltd. suffered a loss of Baht 534,069
in 1995 and Baht 76,057 in December, 1996, respectively. The amount of loss was
determined to be equal to the decline in the net realizable value of the
investment and has been reflected in the statement of income for the years ended
December 31, 1995 and 1996, respectively. As for the year ended December 31,
1997, no additional provision for devaluation of investment was made as there
was no 1997 financial statements available.
King Power Tax Free Co., Ltd. (KPT) acquired 10,000 shares of common stock
in Top Trade Overseas Promotion Co., Ltd., on October 18, 1994 an equivalent to
10% of the registered capital. Top Trade Overseas Promotion Co., Ltd. was
established in Thailand on July 13, 1994, and has a registered capital totaling
Baht 10 million divided into 100,000 shares of common stock with Baht 100 per
share. Top Trade Overseas Promotion Co., Ltd. suffered a loss of Baht 68,125 in
1994. The amount of loss was determined to be equal to the decline in the net
realizable value of the investment and has been reflected in the statement of
income for the year ended December 31, 1994. As for the year ended December 31,
1995 and 1996, no additional provision for devaluation of investment was made as
there was no 1995 and 1996 financial statements available. However, the
additional loss has been set up covering full amount of total investment in
1997.
F-20
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
King Power Tax Free Co., Ltd. (KPT) acquired 10,000 shares of common stock
in Global Capital Group Co., Ltd., on July 20, 1995 an equivalent to 1% of the
registered capital. Global Capital Group Co., Ltd. was established in Thailand
on June 14, 1994, and has a registered capital totaling Baht 10 million divided
into 1,000,000 shares of common stock with Baht 10 per share. Global Capital
Group Co., Ltd. suffered a loss of Baht 19,955 in 1995. The amount of loss was
determined to be equal to the decline in the net realizable value of the
investment and has been reflected in the statement of Income for the year ended
December 31, 1995. As for the year ended December 31, 1996 and 1997, no
additional provision for devaluation of investment was made as there was no 1996
and 1997 financial statements available.
NOTE 10 - PROPERTY, PLANT AND EQUIPMENT - NET
1996 1997
---- ----
US$ US$
Land -- 111,753
Building -- 109,375
Construction in process -- 354,486
Leasehold improvements 1,097,040 2,334,382
Selling office equipment and fixtures 851,627 983,794
Vehicles 221,308 294,023
---------- ----------
Total acquisition cost 2,169,975 4,187,813
Less: accumulated depreciation (419,040) (785,361)
---------- ----------
Net book value 1,750,935 3,402,452
========== ==========
NOTE 11 - RESTRICTED FIXED DEPOSITS
The Company's Thailand-based subsidiaries made restricted fixed deposits as
guarantee with a commercial bank for bank credit facilities of subsidiaries and
a related company (Bank overdraft, Letter of Credit, Trust receipt) and for the
issuance of letter of guarantee required under an agreement with the Airports
Authority of Thailand with which King Power Tax Free Co., Ltd. was granted for
the exclusive operating license and King Power Duty Free Co., Ltd. were granted
non-exclusive operating license to sell merchandise and souvenirs, and to rent
the commercial space to carry out such activities in the International Airport
of Thailand. Such fixed deposits are term deposits (ranging from 3 months to 12
months) with the bank which bear interest at rates varying from 9.25% to 11.25%
per annum.
F-21
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12 - DEPOSIT WITH A RELATED COMPANY
King Power Duty Free Co., Ltd. (KPD) made a deposit in 1997 with a related
company namely Downtown D.F.S (Thailand) Co., Ltd. (DDC) for using credit
facilities of Baht 100 million from a financial institute which is guaranteed by
DDC.
NOTE 13 - BANK OVERDRAFT
The Company obtained from a commercial bank an overdraft facility of Baht
25 million which bears interest at the Bank's MOR plus 1% per annum, and is
guaranteed by a director of the Company and the pledged fixed deposit. For the
year ended December 31, 1996, the average rate of MOR (Minimum Overdraft Rate)
was 14.25% per annum and for the year ended December 31, 1997, the MOR was
varying from 15.5% to 24% per annum.
NOTE 14 - BANK LOAN
1996 1997
---- ----
US$ US$
Trust receipt -- 3,143,323
Short-term loan 3,903,201 1,693,229
--------- ---------
3,903,201 4,836,552
--------- ---------
Trust receipt incurred by King Power Duty Free Co., Ltd. (KPD) bears
interest at the rates varying from 12.50% to 19.50% and is guaranteed by the
aforementioned fixed deposit, KPD's land, and two directors of KPD together with
a related company.
King Power Tax Free Co., Ltd. (KPT) has a short-term loan with a local bank
for Baht 100 million which bears interest at the Bank's MLR plus 1.5% per annum.
The repayment schedule is by ten installments of Baht 10 million, starting from
November, 1996. The short-term loan is guaranteed by two directors of KPT
together with a related company, and one million shares of King Power Duty Free
Co., Ltd.'s stock (at a par value of Baht 100 per share, totaling Baht 100
million)
For the year ended December 31, 1996 and 1997, the average rate of MLR
(Minimum Loan Rate), were 14.25% per annum and 17% per annum, respectively.
F-22
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 15 - NOTES PAYABLE
At December 31, 1996 and 1997 King Power Tax Free Co., Ltd. (KPT) issued a
30-day promissory note payable to a local commercial bank, which bears interest
at rates varying from 13% to 14.25% per annum and 14% to 22% per annum,
respectively.
NOTE 16 - INSTALLMENT PURCHASE PAYABLE - NET
Installment purchase payable incurred from the purchase of vehicles of King
Power Duty Free Co., Ltd. (KPD). Repayment periods are composed of 36 monthly
installments of Baht 11,285 per payment including interest at the rate of 9% per
annum for each seven vehicles, respectively.
1996 1997
US$ US$
Installment purchase payable 118,498 47,470
Less : Current portion of installment purchase payable (63,488) (22,930)
-------- --------
Installment purchase payable - net 55,010 24,540
======== ========
NOTE 17 - LONG-TERM LOAN - NET
1996 1997
US$ US$
Long-term loan - 208,665
Less : Current portion of long-term loan - (5,719)
- -------
Long-term loan - net - 202,946
======== =======
In 1997 King Power Duty Free Co., Ltd. (KPD ) obtained a long-term loan
from a local financial institution of Baht 10 million which bears an interest
rate of 13.5% per annum. The repayment schedule is composed of 76 monthly
installments of Baht 129,840 per payment (including interest), starting from
March 4, 1997. The long-term loan is collateralized by KPD's properties and
guaranteed by a director of KPD.
F-23
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 18 - SHAREHOLDERS' EQUITY
(a) Per the reverse acquisition agreement, the two Thailand-based companies
together shall receive a total of 18,800,000 shares of common stock of Immune
America, Inc. which represented 94% of equity interest as of the date the
reverse acquisition agreement was effective. Therefore, the 18,800,000 shares
were assumed to be issued and outstanding as of January 1, 1996 for the purpose
of presenting comparative financial statements.
(b) Per reverse acquisition agreement, 752,000 shares out of the total
18,800,000 shares were put in escrow as the agreement stipulates that the new
management shall have financial statements as of December 31, 1997 prepared in
accordance with U.S. GAAP by a clearly defined date or have reached certain
criteria of financial performance measurement. If the new management fails to
satisfy either one condition, the 752,000 shares shall be released to a
financial consulting company which was a signing party of the reverse
acquisition agreement.
(c) Per the reverse acquisition agreement, the other 4% of equity interest
were represented by 1,200,000 shares of common stock as of June 12, 1997 when
the reverse acquisition was effective. These 1,200,000 shares of common stock
were represented by the following components:
<TABLE>
<S> <C> <C> <C>
Additional
Common Stock Paid-in Retained Treasury
Shares Amount Capital Earnings Stock Total
----------------------------------------------------------------------------------
Beginning Balance at 12/31/96 275,316 275 151,186 (143,833) (6,000) 1,628
Form S-8 issuance at 5/8/97 924,684 925 69,717 70,642
Reissuing of treasury stock 6,000 6,000
Net loss at 6/12/97 (78,270) (78,270)
----------------------------------------------------------------------------------
Total shareholders' equity 1,200,000 1,200 220,903 (222,103) 0 0
==================================================================================
</TABLE>
(d) On August 18, 1997, the Company issued 250,000 shares of its common
stock to two foreign entities for 125,000 shares per entity at US$ 8 per share
with net proceeds of US$1,887,000. Both entities are located in Taipei, Taiwan,
Republic of China. Among the newly issued shares, 125,000 shares were placed in
escrow until May 1, 1998, subject to an additional payment of $4.00 per share on
the total of 250,000 shares issued or $1,000,000, in the event that the earnings
per share for the Company are higher than a certain amount per share for the
calendar year ended December 31, 1997. If the earnings per share are below the
certain amount per share, then the shares under escrow are to be released to the
purchasers without further consideration. No underwriter or placement agent was
used. The issuance was conducted pursuant to Regulation S promulgated under the
United States Securities Act of 1933, as amended.
F-24
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 19 - COMMITMENTS AND CONTINGENT LIABILITIES
In order to obtain the necessary rights to operate at the international and
domestic airports in Thailand, King Power Tax Free Co., Ltd. and King Power Duty
Free Co., Ltd. entered into various agreements with the Airports Authority of
Thailand to operate at the international and domestic airports and to rent
office space.
Both of KPD and KPT are required to pay concession fee, rental and service
fees, property tax, and other expenses under the aforementioned agreements with
the Airports Authority of Thailand. A summary of the concession and rental fees
payable for the remaining periods of the agreements are as follows:
<TABLE>
<S> <C> <C> <C>
King Power Tax Free Co., Ltd. King Power Duty Free Co., Ltd.
---------------------------------------- -----------------------------------------
Rental and Service Rental and Service
Year Concession fee and other expense Concession fee and other expenses
---- -------------- ------------------ -------------- ------------------
(US$ in Million) (US$ in Million)
1998 12.75 0.47 14.29 0.72
1999 13.42 0.50 14.82 0.72
2000 14.15 0.50 15.34 0.72
2001 15.02 0.50 15.87 0.72
2002 15.98 0.50 - -
Lease commitments
As of December 31, 1997, King Power International Group (Thailand) Company
Limited. (KPG Thailand) has a leasing commitment under a non-cancelable
operating lease agreement in excess of one year as follows:
Year ended December 31, Rental Charges Service Fee
----------------------- -------------- -----------
US$ US$
1998 102,545 133,031
1999 102,545 133,031
2000 85,454 110,859
</TABLE>
F-25
<PAGE>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Letter of bank guarantee
As of December 31, 1996 and 1997, King Power Tax Free Co., Ltd. and King
Power Duty Free Co., Ltd. were contingently liable for bank guarantees totalling
US$ 23.25 million and US$ 12.14 million, respectively, issued in favor of the
Excise Department and the Airports Authority of Thailand as a performance bond.
Unused letter of credits
As of December 31, 1996 and 1997, King Power Tax Free Co., Ltd. and
King Power Duty Free Co., Ltd. has the unused letters of credit amounting
to US$ 2.73 million and US$ 0 million , respectively.
Installment Purchase Obligation
1996 1997
---- ----
US$ US$
1997 63,488 -
1998 30,148 22,930
1999 24,862 22,930
2000 - 1,610
------- -------
Total 118,498 47,470
======= =======
Long-term Loan Installment Payments
1996 1997
---- ----
US$ US$
1997 - -
1998 - 5,719
1999 - 6,528
2000 - 7,453
2001 - 8,508
2002 - 9,712
Thereafter - 170,745
------- -------
Total - 208,665
======= =======
F-26
<PAGE>
<TABLE>
<CAPTION>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 20 - SEGMENT FINANCIAL INFORMATION
<S> <C> <C> <C>
For the year ended December 31, 1996
-----------------------------------------------------------------------
Duty Free Tax Free All
Retail Retail Other Totals
--------- ----------- --------- ------------
US$ US$ US$ US$
Segment Information
Revenue from external customers - 41,869,197 - 41,869,197
Intersegment revenue - - - -
Cost of merchandise sold - 14,446,951 - 14,446,951
Concession fees - 20,032,406 - 20,032,406
Gross profit - 7,389,840 - 7,389,840
Interest income 155,763 436,554 - 592,317
Interest expenses 27,006 512,331 - 539,337
Segment net income (loss) (811,203) 2,414,474 - 1,603,271
Segment total assets 14,390,877 9,351,235 - 23,742,112
Expenditures for segment assets 1,167,524 303,555 - 1,471,079
Long - Lived
Revenue Assets
US$ US$
------------ ------------
Geographical Information
Bangkok 41,869,197 2,162,737
Southern Thailand region - 7,238
------------ ----------
Total 41,869,197 2,169,975
========== =========
</TABLE>
F-27
<PAGE>
<TABLE>
<CAPTION>
KING POWER INTERNATIONAL GROUP CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<S> <C> <C> <C>
For the year ended December 31, 1997
-------------------------------------------------------------------------
Duty Free Tax Free All
Retail Retail Other Totals
----------- ----------- --------- -----------
US$ US$ US$ US$
Segment Information
Revenue from external customers 59,629,341 36,367,322 - 95,996,663
Intersegment revenue - - - -
Cost of merchandise sold 25,582,550 12,922,336 - 38,504,886
Concession fees 17,790,212 16,547,324 - 34,337,536
Gross profit 16,256,579 6,897,662 - 23,154,241
Management fee - 1,647,548 - 1,647,548
Interest income 975,259 851,504 - 1,826,763
Interest expenses 643,095 583,081 - 1,226,176
Segment net income (loss) 1,700,926 6,992,615 (786,820) 7,906,721
Segment total assets 20,170,515 12,512,018 2,395,666 35,078,199
Expenditures for segment assets 1,404,623 295,899 317,316 2,017,838
Long - Lived
Revenue Assets
---------- ------------
US$ US$
Geographical Information
Bangkok 93,605,830 4,129,640
Northern Thailand region 456,568 33,987
Southern Thailand region 1,934,265 24,186
----------- ---------
Total 95,996,663 4,187,813
========== =========
</TABLE>
F-28
<PAGE>
Exhibit 21.1
KING POWER INTERNATIONAL GROUP CO., LTD.
SIGNIFICANT SUBSIDIARIES AND
JURISDICTIONS OF INCORPORATION
Name Jurisdiction of Incorporation Percentage Owned
King Power Tax Free
Company Limited Thailand 99.94%
King Power Duty Free
Company Limited Thailand 94.95%
King Power International Group
(Thailand) Co., Ltd. Thailand 99.93%
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains Summary Financial Information extracted from Balance
Sheet at 12/31/97, Statement of Operations at 12/31/97.
</LEGEND>
<CIK> 0000787690
<NAME> King Power International Group Co., LTD.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 1,316,880
<SECURITIES> 0
<RECEIVABLES> 1,031,219
<ALLOWANCES> 0
<INVENTORY> 13,140,356
<CURRENT-ASSETS> 24,297,459
<PP&E> 4,187,813
<DEPRECIATION> (785,361)
<TOTAL-ASSETS> 35,078,199
<CURRENT-LIABILITIES> 24,915,707
<BONDS> 0
0
0
<COMMON> 20,250
<OTHER-SE> 9,744,044
<TOTAL-LIABILITY-AND-EQUITY> 35,078,199
<SALES> 95,996,663
<TOTAL-REVENUES> 95,996,663
<CGS> 38,504,886
<TOTAL-COSTS> 72,842,422
<OTHER-EXPENSES> 22,840,038
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,226,176
<INCOME-PRETAX> 6,687,334
<INCOME-TAX> (1,219,387)
<INCOME-CONTINUING> 7,934,836
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,934,836
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0.40
</TABLE>
