CONCESSION AGREEMENT FOR MEET AND ASSIST SERVICES AT QUEEN ALIA INTERNATIONAL AIRPORT

Transcription

1 CONCESSION AGREEMENT FOR MEET AND ASSIST SERVICES AT QUEEN ALIA INTERNATIONAL AIRPORT IT IS AGREED THAT, the following Definitions will be used in this Agreement unless the context otherwise requires: DEFINITIONS The following words and expressions used in this Agreement shall be construed as follows, except when it is clear from the context that another meaning is intended. The term Agreement shall mean this Concession Agreement including all Annexes, recitals and attachments thereto and a part thereof entered into by AIG and the Concessionaire. The term AIG shall mean Airport International Group. The term Airport shall mean Queen Alia International Airport. The term Annex shall be the attachments to this Agreement as noted. The term Approved Improvements are the improvements to a Location, which have been approved by AIG and/or QAIA which may include, but not be limited to, the design, equipment, fixtures, flooring, and signage. The term Base Building Work shall mean the sub-flooring, ceiling structure, demising walls, utilities infrastructure and other base building improvements, structures and fixtures which the AIG installs or causes to be installed in the terminal building. Base Building Work includes delivery of portions of the Locations in Shell Condition. The term Beneficial Occupancy shall mean the date when the right to occupy the Locations has been granted to the Concessionaire for each Location. The term Board shall mean Board of Directors of the Airport International Group. The term Business Day means any day on which banks are open for business in the Kingdom. The term CEO shall mean the Chief Executive Officer of AIG. The term Capital Improvement Program or CIP shall mean the Airport s construction program that will involve the refurbishment of terminal interiors, airline relocations, changes in access to the terminal and concourses, construction of new concession Locations, the new terminal in the progress of being built, and other improvements throughout the Airport. The term Change of Control occurs if control of the Concessionaire passes from the person (or persons acting in concert) who, at the date of this Agreement, exercise(s) such control provided that:

2 (a) control shall mean either ownership of more than fifty per cent (50%) of the issued share capital of the Concessionaire or any holding company of the Concessionaire or the right to direct the business and/or policies (including dividend policies) and/or affairs of the Concessionaire, whether by law, contract, governmental decree or regulation, ownership of voting power or otherwise; and, (b) There shall be no Change of Control in the event of an amalgamation or reconstruction on terms previously approved in writing by AIG (such approval not to be unreasonably withheld or delayed); The term Competent Authority means all government AIGs, agencies, institutions or other bodies, including the Civil Aviation Regulatory Commission of the Kingdom or any successor body and any branch of the military services of the Kingdom. The term Concessionaire shall mean the person, firm, or entity that enters into this Concession Agreement with AIG. The term Consumer Price Index or CPI shall mean that index published by the Jordanian Government. The term Contracting Standards shall mean the standards governing (a) the commercial terms of contracts, leases or similar agreements or arrangements entered into by AIG with third parties in respect of QAIA and (b) the selection of third parties who are parties to any contract, leases or leases or similar agreements or arrangements entered into by AIG in respect of QAIA/ The term Days shall mean calendar days unless specifically stated as other. The term Meet and Assist Services shall mean the Locations allocated for the Meet and Assist Services also known as the welcoming services in both Terminals 1 and 2 of the Queen Alia International Airport. The term Existing Terminal means either or both of the current passenger terminals at QAIA in existence on the date of this Agreement. The term Expiry Date means the date of expiry pursuant to the date of the expiry of the term of this Agreement or any renewed or extended term thereafter, termination or expiry or termination of the REOA. The term Extension shall mean any term beyond the current term in this Agreement as agreed between Concessionaire and AIG in writing. The term Gross Revenues, as used in the Agreement, shall mean all monies paid or payable to or in consideration of the determinable value received by the Concessionaire in the operation under the Agreement, regardless of when or where the order therefore is received, or the goods delivered, or services rendered, whether paid or unpaid, whether on a cash, credit or rebate basis or in consideration of any other thing of value; provided, however, that the term Gross Revenues shall not include: (i) any refund given to the customer because of a customer satisfaction issue which must be documented and auditable, or (ii) promotional discount and coupon offers issued to customers as a result of an Airport approved marketing plan, or (iii)

3 any legally applied taxes collected on behalf of and subsequently payable to the appropriate Government authority. The term Gross Receipts shall mean Gross Revenues received by Concessionaire as a result of revenues gained in the purchase for Meet and Assist Services operations including its own locations, The term JOD means the lawful currency of the Kingdom; The term Kingdom means the Hashemite Kingdom of Jordan; The term Lease Effective Date shall mean the first business day after the date of execution by AIG of this Concession Agreement. The term Location(s) shall mean the concession locations as depicted on Annex 4, Locations. The term Location Commencement Date shall mean for each Location, the earlier of the date of Beneficial Occupancy or no later than sixty (60) Days after the Turnover Date. The term Minimum Annual Guarantee or MAG shall mean the agreed upon minimum annual guarantee fee that the Concessionaire agrees to pay AIG for the rights and privileges for the concession. The term Minimum Monthly Guarantee shall the monthly payment of the Minimum Annual Guarantee which is divided into twelve equal monthly payments. The term New Terminal means the new passenger terminal at QAIA which is tended to replace the Existing Terminals; The term Non-exclusivity shall mean that this Concession opportunity does not have exclusive rights to the concession as noted in this Agreement. The term Percentage Fee refers to the percentage of gross revenue agreed upon by the Parties for the Meet and Assist Services to be paid by this Concessionaire to QAIA as specified herein. The term Permitted Use means the proper performance by Concessionaire of its obligations under this Agreement as specified in this agreement or the use of the Location(s) for Meet and Assist Services as the sole intended use of the space at QAIA. The term Premises means the Location as identified in Annex 4 for each Meet and Assist space in QAIA, as amended or replaced as needed and support and administrative space and allowed in this Agreement, or as may otherwise be agreed between the Parties in writing; The term Proposal shall mean a Proposer s written response to the RFP offer or negotiation as agreed upon by Concessionaire and AIG.

4 The term QAIA means Queen Alia International Airport in Zizya in the Kingdom; The term Rent means the sum of JOD paid for the square meters occupied by the Concessionaire for the Meet and Assist Services in the Location(s) at QAIA; The term REOA means the Rehabilitation, Expansion and Operation Agreement entered into between the Kingdom and AIG on 19 May 2007; The term Services, means the service the Concessionaire will provide during the Term as specified in this Agreement. The term Shell Condition shall mean smooth concrete floors, demising studs and walls, and the utility services listed below (conduits, lines, pipes, etc.) stubbed to the lease lines of each Location or area immediately adjacent thereto for electric, telephone and data communications, heating ventilating and air conditioning systems including ducts ( HVAC ), fire alarm system and fire sprinkler system. The term Term shall mean that AIG leases to the Concessionaire the Locations depicted in Annex 4 commencing upon the Lease Effective Date of this Agreement and expiring on the Expiry Date. The term Terminal shall mean the existing terminal buildings at QAIA contemplated under the REOA; The term Turnover Date shall mean the date approved by AIG for the Concessionaire to commence construction or installation of a Location. The term USD means the lawful currency of the United States of America. Section Headings are for ease of reference only and shall not be deemed to form part of the context or to affect the interpretation of any provision of this Agreement. References to Clauses and Schedules are references to the clauses and schedules of this Agreement, and the provisions and conditions contained in the schedules of this Agreement shall have the same effect as if set out in the body of this Agreement.

5 CONCESSION AGREEMENT THIS LEASE AND CONCESSION AGREEMENT, (the Agreement ) is entered into on this day of, 2009 by and between AIRPORT INTERNATIONAL GROUP, P.S.C., a company incorporated under the laws of Jordan, (hereinafter referred to as AIG and, a company organized under the laws of, whose registered office is at (hereinafter referred to as or Concessionaire, jointly referred to as Parties and individually as Party. Witnesses Whereas, AIG desires to provide the highest level of Meet and Assist Services at Queen Alia International Airport (hereinafter referred to as QAIA ) at all times in the Terminals, Whereas, AIG will provide a location for Meet and Assist Services in the location identified by the drawing attached hereto as Annex 4, Location, Whereas, AIG has issued a Request for Proposals (RFP) and subsequently selected the Concessionaire as the winning concessionaire pursuant to the provision of Meet and Assist Services in the identified location(s) as outlined below, and identified in Annex 1 as Request for Proposals. Whereas, the Concessionaire is a company with established experience in providing Meet and Assist Services and has the financial ability to invest in such operation at QAIA, and the interest in providing such services to QAIA as evidenced by Annex 2, the Concessionaire s Response to the RFP, Whereas, the Concessionaire agreed to provide to AIG the Meet and Assist Services set out in this Agreement and the Annexes attached hereto, and as requested from time to time by AIG, on the terms and conditions set forth in this Agreement as also agreed upon by AIG, Whereas, AIG s intent is to be reasonable in the development and application of policies, procedures standards and regulations as identified in this agreement and as may be amended from time to time by AIG. Now, therefore, the Parties have agreed to the following: 1. Preamble and Annexes The above preamble and the annexes hereto, Annex 1 Request for Proposal including all the annexes, Annex 2- the Concessionaire s Response to the RFP, and Annex 3 Contracting Standards, and Annex 4 - Locations shall constitute as integral part and parcel of this Agreement.

6 2. Term, Extension and Locations 2.1 Term: AIG leases to the Concessionaire the Locations depicted in Annex 4 commencing upon the Lease Effective Date of this Agreement and expiring on the last day the existing terminals remain open for business, which is expected to be February, 2012 unless sooner terminated. In no event shall this Agreement afford Concessionaire or any other party any right to use or occupy the Location (or any part thereof) after the expiration, termination of the Agreement. 2.2 Extension: At the sole discretion of the AIG the initial Term may be extended as required to continue to provide Meet and Assist services in the existing terminals at QAIA. Notwithstanding the above, the Term of this Agreement or any renewal thereof shall immediately terminate upon the expiry or termination of the REOA or be assigned as may be approved by the Hashemite Kingdom of Jordan or its designees. In the event AIG elects to extend the Agreement, the Concessionaire shall be notified, in writing, no less than thirty (30) Days prior to the expiration of the Term. The Concessionaire may elect not to agree to the extension, and, if so, must notify AIG within seven (7) Days after receipt of written notification by the AIG to extend the Agreement. In the event AIG does not give such notice, the Agreement shall expire accordingly. 2.3 Locations: The AIG hereby provides to the Concessionaire the Locations as depicted in Annex 4, Locations. Such Locations may be added, deleted or modified in accordance with Sub-Article 2.5 below. 2.4 Support Space: In addition to the Locations provided to the Concessionaire as noted in this Agreement, AIG, upon request by the Concessionaire, may provide administrative and support space, if available, to the Concessionaire at the rate applicable for terminal rental payments or as otherwise agreed and annual adjustments as provided for in this Agreement. In such case, the terms and provisions of this Agreement shall apply to the administrative and support space. 2.5 Modification of Locations: AIG reserves the right, at its sole discretion, to delete or modify any of the Locations, or any administrative support and storage spaces due to Airport development/construction, operational necessity, and security or safety

7 considerations ( Modification Event ). In the event of Modification Event, the Concessionaire shall be given no less than: (i) seven (7) Days written notice. Failure by Concessionaire to vacate the modified Locations within the agreed period mentioned above shall entitle AIG for liquidated damages at the rate of JD500 per day. AIG shall not be held liable to the Concessionaire for any inconvenience or loss of business as a result of the modification of any Locations or other space pursuant to this Sub-Article. 2.6 Non-exclusivity: Administrative Revisions: This Agreement shall be administratively revised to reflect any additions, deletions or modifications to the Locations pursuant to the provisions herein. Such revision will include revised exhibits and appropriate changes to the Locations as noted in this Agreement and total payments due AIG in accordance with this Agreement. This Agreement is nonexclusive in character and in no way prevents AIG from entering into an agreement with any other parties for the sale or offering of competitive services, products or items by other Concessionaires and/or others in other locations at the Airport during the Term, and any Extension of this Agreement. 2.7 Condition of the Locations: Concessionaire Specifically acknowledges and agrees that AIG is leasing all locations to the Concessionaire on an as is basis and that the concessionaire is not relying on any representations or warranties of any kind whatsoever, express or implied, from AIG, or its agents, as to any matters concerning those locations, including, but not limited to: (i) the quality, nature, adequacy and physical condition and aspects of the Locations, including utility systems; (ii) the existence, quality, nature, adequacy and physical condition of utilities serving the Locations; (iii) the development potential of the Locations, the use of the Locations, and the habitability, merchantability, or fitness, suitability, value or adequacy of the Locations for any particular purpose; (iv) the zoning or other legal status of the Locations or any other public or private restrictions on use of the Locations; (v) the compliance of the Locations or its operation with any applicable laws, regulations, statutes, ordinances, codes, covenants, conditions, and restrictions of any governmental or quasi-governmental entity or of any other person or entity; (vi) the presence of hazardous materials or industrial wastes on, under or about the Locations; (vii) the quality of any labor and materials used in any improvements on the Locations; (viii) the condition of title to the Locations; (ix) the agreements affecting the Locations; and (x) the Proposal submitted by Concessionaire to AIG, including any statements relating to the potential successor profitability of such Proposal. Concessionaire represents and warrants that it has made an independent investigation of all

8 aspects of its Proposal contemplated by this Agreement. Except as specifically provided in this Agreement, the Concessionaire has satisfied itself as to such suitability and other pertinent matters by the Concessionaire s own inquiries and tests into all matters relevant in determining whether to enter into this Agreement. The Concessionaire accepts the Locations in their existing condition, and hereby expressly agrees that if any remediation or restoration is required in order to conform the Locations to the requirements of applicable law, the Concessionaire assumes sole responsibility for any such work. 2.8 Proposal from Concessionaire from Concessionaire, Incorporated: The Concessionaire acknowledges that it has submitted to AIG a Proposal, Annex 2, and may have provided other representations in response to a Request for Proposals that was the basis for the award of this Agreement and upon which AIG relied. The proposal and other documentation, if applicable, are incorporated into this Agreement. In the event there are any conflicts between this Concession Agreement and the Proposal, the terms of this Agreement shall prevail. 3.0 Use of Locations 3.1 Locations The Locations as referenced in Annex 4 shall be used solely for their assigned and approved concept category unless otherwise modified pursuant to this Agreement. Failure by the Concessionaire to maintain the concept category pursuant to the approved use of Locations following notification from AIG may result in liquidated damages at the rate of JOD fifty (50) per day and/or termination of the Agreement thereof. 3.2 Use of Locations The Concessionaire shall have the right, privilege, and obligation to develop, lease, market and manage the Locations, depicted in Annex 4 as may be modified pursuant to Sub-Article 2.5 above, for the purpose of establishing high quality Meet and Greet services for the as approved by AIG. The Concessionaire undertakes to use the Locations for the purpose of providing high quality Meet and Assist Services only. Any use of the Locations other than as is provided in this Sub-Article, shall entitle AIG to damages up to and including the termination of this Agreement upon providing the Concessionaire with written notice. 3.3 Concessionaire Services and Sales Rights The Concessionaire shall not allow any services or the sale of any item or product not specifically covered by the approved services for the Meet and Assist services as defined in the Scope of Services in this Agreement, Sub-

9 Article 3.5. Any such sales or transactions by the Concessionaire of services, products, or items not specifically approved herein or in writing by AIG, shall constitute a violation. In the event of such violation, the Concessionaire shall discontinue the sale or service of the unapproved product immediately within (24) hours as of receiving a written notice from AIG. Failure by Concessionaire to discontinue such sales within the said twenty-four (24) hours, shall subject the Concessionaire to liquidated damages pursuant to this Agreement. 3.4 New Concepts The Concessionaire and AIG may modify, by mutual agreement, certain concepts within the Approved Categories and among the Locations through an and the Concessionaire will be reflected in an Administrative Modification to the Agreement on continuing the percentage fee as stipulated in this Agreement or a revised Percentage Fee as applicable for the category as provided for in this Agreement. 3.5 Scope of Services: The Concessionaire hereby agrees that it will finance, develop, design and construct, lease, manage, operate and maintain the Locations depicted in Annex 4, Locations, for the purpose of establishing high quality Meet and Assist Services as approved by AIG. Its responsibilities are further defined, but not limited to the following: A. The Concessionaire agrees throughout the Term of this Agreement to provide QAIA with high quality Meet and Assist Services (the Services ) as outlined below at QAIA in accordance with the terms and conditions of this Agreement, the international standards, and as required by the applicable laws, regulations, instructions and decrees in force, in the Hashemite Kingdom of Jordan (hereinafter referred to as the Kingdom ) each as amended from time to time. The Concessionaire shall be required to undertake, among other things, to: 1. Operate the Locations in a manner acceptable to AIG and to provide the optimum level of customer service and sales. 2. Comply with AIG s regulations, rules, policies and directives as may be issued from time to time. 3. Abide by all applicable laws, regulations and instructions in relation to the Services. In addition, Concessionaire shall:

10 B. Demonstrate Capability for Financing: 1. Finance the design, construction, furnishings and build out of the Meet and Assist Location depicted on Annex 4, Locations, within the agreed upon scheduled time. 2. Provide a financial plan indicating the source of funding for capital investment and continued maintenance and operation of the Location as approved by AIG. 3. Provide annually, as requested by AIG, annual audited financial statements demonstrating its financial capacity and abilities to perform its obligations under the terms of the Agreement. 4. Provide AIG, when requested, with quality control audits and reports, including maintenance of the fair pricing requirements covering compliance with contract requirements, cleanliness of the Location, timeliness of service and quality of product. 5. Generate and provide AIG with monthly revenue reports for each Location, product offering, detailing the number and type of guests in each of the separate Meet and Greet Locations and such other financial and management reports as are usual and customary in sophisticated airport concession programs, and prepare other reports and analyses as may be requested periodically by AIG in a timely manner, and in any event no later than 30 days.. 6. Ensure payment to AIG is submitted on the dates and times specified in this Agreement, and submit along with each payment, a monthly report setting out the Concessionaire s Gross Revenues. C. Develop, Design and Construct or Install: The Concessionaire shall obtain AIG s approval before undertaking any of the following obligations: 1. Design a concession location and layout for the concept in concert with the appropriate QAIA Design and Construction Guidelines and/or Policies and Procedures as may be issued from time to time by AIG or any other Competent Authority. 2. Design, construct and fit out the Locations within the agreed investment level at its sole cost and expense in a manner acceptable to AIG. 3. Fixture and have in place all of its Locations and equipment, as approved by AIG, and be open for business on the date agreed to with AIG. If the business is not open on the date specified due to reasons solely in full control of the Concessionaire, the Concessionaire shall pay late opening fees as set out in this Agreement.

11 4. If applicable, purchase or otherwise obtain devices, such as POS equipment, which must be able to provide the following as a minimum: 4.1 Display of Meet and Assist transactions all visible to the customer. 4.2 Issue a paper receipt for all transactions showing all items purchased, prices, and total due. 4.3 The ability to report sales by all product categories. 4.4 An ongoing, cumulative total of all sales and transactions. 4.5 An ability to provide the summary of all sales by hour reading. 4.7 The ability to have all products and prices preprogrammed for efficiency and accuracy by the cashiers 4.7 The ability to provide on line communication of the reports identified. D. Managing, Operating and Maintaining: The Concessionaire shall: 1. Create a management and operational plan for the Location which fulfills the concept category for this type of service and submit such plan for AIG s review. 2. Manage the Locations in a way that maximizes the highest and best use and financial return to AIG. 3. Monitor and enforce compliance with the terms and conditions of the Lease, Concession Agreement and operational standards, guidelines, policies, and procedures as may be developed and enforced from time to time by AIG. 4. Maintain permanent records for each Location leased for the Term of this Agreement and two years thereafter, or as required by Jordanian laws. 5. Maintain computerized records on a software program acceptable to AIG. Programs and all data collected should be available to the AIG on-line (digital and electronic) if requested. 6. Provide on-site staff to perform daily functions as required by this Scope of Services herein.

12 7. Ensure compliance with AIG and other Government of Jordan agencies ID Badging requirements. 8. Develop, maintain and make available to AIG, if requested, all files to include copies of licenses, permits, insurance certificates, and letters of credit. 9. Implement any new policies, procedures and operational directives as issued from time to time by AIG which may include but not be limited to issues such as security, sanitation, health and welfare standards. 10. Coordinate and maintain general oversight of the deliveries of goods and produces for the concession operations from any designated on or off-airport storage area. 11. Take such corrective action as necessitated to maintain Locations in acceptable condition as required by AIG. E. Marketing and Pricing: Upon AIG s request, the Concessionaire shall: 1. Submit the marketing plan and schedule of implementation. 2. Create and describe an equitable pricing system. F. Customer Service 1. Respond to customer/passenger complaints on a timely basis. Ensure customer service program compliance. The Concessionaire shall submit its customer service training program if requested within thirty (30) Days of this Agreement s Effective Date, for AIG s review and approval. 2. Coordinate and implement regular employee customer service training programs. 3. Participate in an airport-wide customer service program if implemented by AIG. 4. Operate the Locations in a manner acceptable to AIG and to provide the optimum level of customer service and sales. 5. Abide by AIG s instructions, policies, regulations, circulars and other memoranda or letters relating to customer services and sales.

13 G. Local Involvement 1. Provide local involvement as much as possible from the Amman, Jordan community. 2. Ensure awareness of all Jordanian laws, regulations and instructions relating to the services provided by the Concessionaire, including but not limited to the Jordanian Customs Department. 3.6 Prohibited Activities: Without limiting any other provision herein, Concessionaire shall not, without the prior written consent of the AIG which may be withheld in its sole and absolute discretion: (a) advertise or hold any distress, fire, or bankruptcy sales, (b) cause or permit anything to be done, in or about the Locations, or bring or keep anything thereon which might (i) increase in any way the rate of fire insurance on the Terminal Building or any of its contents, (ii) create a nuisance or annoyance or safety hazard, or (iii) obstruct or interfere with the rights of others in the Terminal Building; (c) commit or suffer to be committed any waste upon the Locations; (d) use, or allow the Locations to be used, for any improper or unlawful purpose; (e) do or permit to be done anything in any way tending to injure the reputation of AIG, QAIA, the Board of Directors of AIG, or the appearance of the Airport; or (f) construct any improvement on or attach any equipment to the roof of the Airport. Except as required to permit Concessionaire to perform its maintenance and repair obligations under this Agreement, Concessionaire shall not gain access to the roof of the Terminal building without the consent of AIG, which may be withheld in the AIG s sole and absolute discretion. Further, the Concessionaire undertakes to abide by all Jordanian safety laws, regulations and instructions existing or issued during the Term of this Agreement. 4. Rentals, Payments, and Reports 4.1 Minimum Annual Guarantee: As consideration for the privilege to engage in business at QAIA, Concessionaire shall pay AIG the amount of annually, and the percentage of gross revenue as proposed in Concessionaire s response to the RFP, Annex 2. The Minimum Annual Guarantee ( MAG ) of the first contractual year shall be payable either upon the first day of operations in the Location or no later than sixty (60) days from the Effective Date of the Agreement and is comprised of a MAG payment of. The MAG payment shall be in JOD funds, payable in lump sum, in advance

14 on or before the first day of each year, without billing or demand, plus applicable taxes as may be required by law. 4.2 No Negotiations or Administrative Modifications: The Concessionaire understands and agrees, as a condition precedent to AIG s consideration of the proposal, that the terms and conditions of this Agreement are not subject to negotiation or adjustment for any reason, including, but not necessarily limited to, airport construction, airline relocation, airline bankruptcies, change in airline service, and the like, except in the event of an act of God or an event of force majeure as such term is defined in Force Majeure. Nor shall AIG be liable for any reduction in sales or disruptions or delays caused in whole or in part by any of the foregoing at any time during the Term and any Extension of this Agreement. 4.3 Recalculation of the Minimum Annual Guarantee: The Minimum Annual Guarantee shall be recalculated or adjusted in accordance with Annex 2 as of the first day of the month immediately following the anniversary of the Lease Effective Date and every year thereafter. In the event that a MAG was not identified in Annex 2 for each subsequent year, an appropriate adjustment will be made to reflect the change in the Consumer Price Index (CPI) for the Kingdom, for the published, preceding twelve month period. 4.4 Percentage Fee to the AIG: The Concessionaire shall pay AIG the Minimum Annual Guarantee in advance at the beginning of each contractual year and a ( ) percent of gross revenue for each respective location. The monthly percentage fee shall be due on the tenth (10 th)) Day of the month following the month during which the monthly gross revenues were received or accrued. The rent percentage of gross revenue is due and payable as of the 10 th day of the month for the preceding month if it is higher than one twelfth (1/12 th ) of the MAG. The Monthly Percentage Fee payments to AIG shall commence upon the first day of operation for each Location. Monthly Percentage Fee payments to AIG are payable on any unreported Gross Revenues, determined by the annual audit required pursuant to the terms of this Agreement under Sub-Article 4.15, Annual Audit, are considered as having been due on the tenth (10 th ) Day of the month following the month during which the unreported Gross Revenues were received or accrued. To the extent the Concessionaire and AIG mutually agree to change a concept category or service for a particular Location, then the corresponding percentage fee as listed for the service to be provided in this Agreement will be adjusted accordingly.

15 4.5 Annual Rental: If additional space is required, the Concessionaire shall be required to pay the agreed rent at the prevailing terminal class rates for the lease of support and storage spaces provided in this Agreement on the first day of each and every month, in advance and without billing or demand, at the offices of AIG as set forth in this Agreement. 4.6 Annual Rental Rate Adjustment: On January 1st of each year of the Agreement, the rental rates shall be subject to recalculation and adjustment in accordance with the policies and formulae approved by AIG, as may be amended from time to time. When such adjusted rental rates are established, this Agreement shall be considered and deemed to have been administratively amended to incorporate such adjusted rental rates, effective as of such January 1st date. Payments for any retroactive rental adjustments shall be due upon billing by AIG and payable within ten Days of same. 4.7 Not used. 4.8 Taxes: The Concessionaire shall be solely responsible for the payment of all applicable existing and any new taxes, levied upon the fees and other charges payable by the Concessionaire to AIG hereunder, whether or not the same shall have been billed or collected by AIG together with any and all interest, liquidated damages and charges levied thereon. The Concessionaire hereby agrees to indemnify AIG and hold it harmless from and against all claims by any taxing authority that the amounts, if any, collected from the Concessionaire and remitted to the taxing authority by AIG, or the amounts, if any, paid directly by the Concessionaire to such taxing authority, were less than the total amount of taxes due, and for any sums including interests and liquidated damages payable by AIG as a result thereof. The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement. 4.9 Reports of Gross Revenues: On or before the tenth (10 th ) Day following the end of each month throughout the Term and any Extension of this Agreement, the Concessionaire shall furnish to AIG, a Statement of Monthly Gross Revenues in a form agreed upon by AIG.. The report shall report revenues for the Meet and Assist Services for the use of each Location under this Agreement, together with any percentage fee due to AIG pursuant to this Agreement the Concessionaire shall certify as to the accuracy of such Gross Revenues in such form as shall be prescribed by AIG. AIG may modify from time to time, the form of reporting upon not less than thirty (30) Days written notice to the Concessionaire. The statement must be signed by an officer (if the Concessionaire is a corporation), partner (if a partnership), or owner (if a sole proprietorship) of the Concessionaire, and identify all Gross Revenues by Location reported to the

16 Concessionaire during such month. Failure to comply within ten (10) Days following the due date of the report shall result in a late fee liquidated damage of JOD fifty (JOD50.00) per Day, as provided in Sub-Article 4.20, Liquidated Damages Other Reports: The Concessionaire shall provide AIG with financial data and operating statistics in a format and frequency specified by AIG, and AIG shall provide no less than thirty (30) Days written notice of the format and frequency required for said financial data and operating statistics Late Payment: In the event the Concessionaire fails to make any payments as required to be paid under the provisions of this Agreement within ten (10) business days of the due date, delinquency charges established by AIG will be imposed. Such rate is currently one and a half per cent (1½%) delinquency charge per month Dishonored Check or Draft: In the event the Concessionaire delivers a dishonored check or draft to AIG in payment of any obligation arising under this Agreement, the Concessionaire shall incur and pay a service fee of JOD TWENTY-FIVE (JOD25.00) and any associated costs 4.13 Address for Payments: The Concessionaire shall pay all monies payable and identify the Concession Agreement for which payment is made, as required by this Agreement, to the following: In Person: Airport International Group Finance Division Al Hijaz Towers, 3 rd Floor Mecca Street Amman, Jordan During normal business hours, 8:30 A.M. to 5:00 P.M., Sunday through Thursday: By Mail: Airport International Group Finance Division Al Hijaz Towers, 3 rd Floor P. O. Box 3717 Amman Jordan By Express Mail: Airport International Group Finance Division

17 Al Hijaz Towers, 3 rd Floor Mecca Street Amman Jordan By Wire Transfer: In accordance with Wire Transfer instructions provided by AIG s Finance Division Revenue Control Procedures: Notwithstanding anything to the contrary contained herein, the Concessionaire shall comply with such revenue control procedures as may be established from time to time by AIG. AIG shall provide the Concessionaire with at least thirty (30) Days prior written notice together with a copy of such revenue control procedures prior to requiring the Concessionaire to implement any such revenue control procedures Annual Audit: Within sixty (60) Days of each anniversary or the of the Lease Effective Date of this Agreement or the fiscal year end if based upon a calendar year of the Concessionaire and within sixty (60) Days following expiration or earlier termination of this Agreement, the Concessionaire shall, at its sole cost and expense, provide to AIG on an annual basis, an audited report of monthly Gross Revenues and percentage fees containing an opinion, prepared and attested to by an independent certified public accounting firm, licensed in the Kingdom of Jordan. The audited report shall include a schedule of monthly Gross Revenues and percentage fees paid to AIG and use of all Locations under this Agreement, prepared in accordance with Generally Accepted Auditing Standards. Each audit and examination shall cover the period of this Agreement. The last such report shall include the last day of operation. There shall be no changes in the scope of the reports and letters required hereunder without the specific prior written approval of AIG Right to Audit/Inspect: AIG and its auditors shall have the right, without limitation, at any time during normal working hours, to enter into any locations on the Airport, which the Concessionaire may use as administrative, maintenance and operational locations, in connection with its operations pursuant to this Agreement, to: (1) verify, check and record data used in connection with operation of this Agreement; (2) inspect, review, verify and check all or any portion(s) of the procedures of the Concessionaire for recording or compiling Gross Revenues information and (3) audit, check, inspect and review all books of account, records, financial reports, financial statements, operating statements, inventory records, and state sales tax returns, and work papers relating to operation of this Agreement, and other pertinent information as may be determined to be needed or desirable by the AIG. Prior to entering any Locations located on the Airport, the AIG shall give advance notice to the Concessionaire.

18 If it is established that the percentage fees have been underpaid to the AIG, the Concessionaire shall forthwith, pay the difference with interest thereon at the rate set forth in Sub-Article 4.11, Late Payment from the date such amount or amounts should have been paid. Further, if such examination establishes that Concessionaire has underpaid percentage fees for any period examined by three percent (3%) or more, then the entire expense of such examination shall be borne by Concessionaire. In the event of any conflict between any provisions of this Agreement and generally accepted accounting principles or generally accepted auditing standards, the provisions of this Agreement shall control even where this Agreement references such principles or standards. In particular, without limitation, the Concessionaire shall maintain all records required under this Agreement to the full extent required hereunder, even if some or all of such records would not be required under such general principals or standards. Upon the request of AIG, the Concessionaire shall provide AIG with all books of account, records, financial reports, financial statements, operating statements, inventory records, sales tax returns and work papers relating to the operation of this Agreement Records and Reports: The Concessionaire shall, at all times during the Term of this Agreement, or any Extension hereof and in accordance with applicable law, maintain at the Concessionaire s principal corporate office located in the Kingdom of Jordan and make available to the AIG in Amman, Jordan, complete and accurate books and records of all receipts and disbursements from its operations on the Locations, in a form consistent with good accounting practice. In addition, Concessionaire shall install for use at all times in each Location such devices and forms as are reasonably necessary to record properly, accurately and completely all merchandise sales and services from each Location. The form of all such books of account records and reports shall be subject to the approval of AIG and/or the auditors of AIG (one or more of the following: the designated external auditing firm or other certified public accounting firm selected by AIG, prior to commencement of operations hereunder. The Concessionaire shall account for all revenues of any nature related to transactions in connection with this Agreement in a manner which segregates in detail those transactions from other transactions of the Concessionaire and which supports the amounts reported to AIG in the Concessionaire s monthly schedules. At a minimum, the Concessionaire s accounting for such receipts shall include the following: Concessionaire s bank account statements A compiled report of transactions by Location showing all Gross Revenues and all exclusions from Gross Revenues by category, which report shall be subtotaled by day and totaled by month. The monthly total shall correspond with the amounts reported to AIG

19 on the Concessionaire s monthly Revenue Reports, the use of each Location by transaction and user; and Such other records, if any, which would normally be examined by an independent certified public accountant in performing an examination of the Concessionaire s Gross Revenues in accordance with generally accepted auditing standards and the provisions of this Agreement. Such records may be in the form of (a) electronic media compatible with the computers available to AIG, or (b) a computer run hard copy. AIG may require other records necessary in its determination to enable the accurate audit of Concessionaire's Gross Revenues hereunder Additional Fees Due: If AIG has paid any sum or has incurred any obligation or expense for which the Concessionaire agreed to pay or reimburse AIG, or AIG is required or elects to pay any sum or incur any obligation or expense because of the failure, neglect or refusal of the Concessionaire to perform or fulfill any of the terms or conditions of this Agreement, then the same shall be deemed due and subject to an additional administrative fee of twenty-five percent (25%) of such payment, obligation, or expense Utilities: The cost of all utilities used or consumed on the Locations shall be borne by the Concessionaire. AIG requires the Concessionaire where such capability exists, to provide and install meters for utilities used at the Concessionaire s expense. If the Locations are not provided with separate electric, gas, and/or water meters, the Concessionaire agrees to pay for such utilities in the Locations as a monthly charge, plus any applicable taxes, upon billing by AIG or utility companies. If billed by AIG, the AIG at its sole discretion, will base this monthly charge on (i) a survey of consumption by AIG and current nondiscriminatory rates charged others including administrative cost recovery in the Terminal Building or (ii) at the option and expense of the Concessionaire on actual usage measured by temporary meters, arranged and paid for by the Concessionaire. This monthly charge may also be adjusted on a nondiscriminatory basis and billed retroactively from time to time based on changes in consumption and rates. The Concessionaire hereby agrees to pay the same within thirty (30) Days after it has received AIG s invoice thereof. The Concessionaire shall pay for all other utilities used by it including telephones and telephone service hook-up, data lines and additional electrical and communications services required Liquidated Damages: If the Concessionaire is at fault under any of the covenants or terms and conditions, of this Agreement, AIG may, with sufficient notification to the Concessionaire, impose the financial liquidated damages described below, as a result of the violation(s), on a daily basis, in addition to any other liquidated damages permissible by law and/or pursuant to the provisions of this Agreement, until said violations are remedied:

20 Violation Fee Violation of Permitted Use of a Location JOD50 per Day/per Location Failure to Maintain Required Hours of Operation JOD10 per hour/per Location Failure to Submit Required Documents and Reports JOD10 per Day/per Location Unauthorized Advertising JOD10 per Day/per Location Failure to Maintain Location Clean JOD10 per Day/per Location Failure to Maintain Fair Pricing JOD10 per Day/per Location Installation of Unapproved Items in Locations JOD10 per Day/per Location Violations of Other Terms and Conditions JOD25 per Day/per Location The foregoing is due and payable from the Concessionaire Payment Security: The Concessionaire shall provide AIG with an irrevocable standby letter of credit in the format approved by AIG or cash for the payments required by this Sub-Article in an amount equal to twenty-five percent (25%) of the MAG and twenty-five percent (25%) of any annual rent, which may be required by the terms of this Agreement. This requirement shall be met no later than thirty (30) Days after the Lease Effective Date of the Agreement. The payment security shall be kept in full force throughout the Term and any Extension of this Agreement thereof. AIG may draw upon such payment security instrument if the Concessionaire fails to make the payments secured by this Sub-Article. Upon notice of any such draw, Concessionaire shall immediately replace the payment security with a new payment security in the full amount of the payment security required hereunder. A failure to renew the payment security, or increase the amount of the payment security, if required pursuant hereto, shall (i) entitle AIG to draw down the full amount of such payment security, and (ii) be a default of this Agreement entitling AIG to all available remedies. 5.0 Improvements to Locations 5.1 Improvements to Locations: The Concessionaire shall be required to invest the amount proposed in the Concessionaire s response to the RFP, Annex 2 of JOD unless otherwise agreed in writing for Approved Improvements for the design, construction, furniture, fixtures and equipment excluding interior signage and inventory for the Meet and Assist Locations listed in Annex 4 and any additional location taken by the Concessionaire pursuant to Sub-Article 2.5, Modification of Locations. Notwithstanding the actual amount of design and engineering costs incurred with respect to improvements for a Location, the maximum proportion of soft costs permitted to be included as Approved Improvements shall be no more than fifteen percent (15%) of the total design and engineering cost. All improvements shall be subject to review and approval by AIG. AIG may, with mutual agreement, fund certain improvements needed to support the concession space and allow the Concessionaire to build such improvements in compliance with AIG

21 procedures, policies, regulations, and instructions, circulars or other memoranda or letters. It is the intent of the parties that Approved Improvements may include but are not limited to the décor, remodeling of the wall and floor coverings, ceiling, lighting, millwork, HVAC, fire detection and fire suppression or such other improvements as are approved by AIG. Such improvements shall be shown in the design detail in the Final Plans. Improvements not constituting Approved Improvements shall include improvements that (i) are non-fixed, (ii) have not been reimbursed by AIG and (iii) can be removed without damage to the premises. The Concessionaire is liable and shall indemnify AIG for any damage to the Locations which results from the removal of said improvements. This provision shall survive the termination or expiration of this Agreement. Off-Airport properties used as storage space will not be considered as Locations, as stated in Sub-Article 5.0, Improvements to the Locations or as an extension of this Agreement and costs incurred by either the Concessionaire to provide such storage space shall not constitute Approved Improvements. In the event that any of the Approved Improvements carried out by the Concessionaire did not meet the acceptance of AIG, the Concessionaire shall immediately arrange for the amendment of such Approved Improvements in accordance with plans, designs and recommendations of AIG. 5.2 Refurbishment of Locations: Refurbishment of the Meet and Assist Services Locations will not be required in this Agreement due to the anticipated short term of the Agreement. However, should this Agreement continue beyond three years for a defined term of at least two (2) additional years, a refurbishment may be required for the extension of the Agreement of no less than JOD fifty (JOD 50) per square meter. 5.3 Certain Construction Contract Terms: All contracts entered into by the Concessionaire for the construction of the Improvements shall require completion of the improvements within the schedules submitted pursuant to Sub-Article 5.9 Construction Services and shall contain reasonable and lawful provisions for the payment of actual or liquidated damages to AIG in the event the contractor fails to complete the construction on time. The Concessionaire agrees that it will use its best efforts to take all necessary action available under such construction contracts to enforce the timely completion of the work covered thereby. Prior to the commencement of any installation work by the Concessionaire, the Concessionaire shall provide to AIG copies of a fixed price contract or contracts for all work to be performed at the Locations. The work to be