EXHIBIT 4.1A
ADDENDUM TO LEASE DATED MARCH 17, 2002
Drawn up and signed on the 16TH of JANUARY, 2005
BETWEEN: INDUSTRIAL STRUCTURES LTD.
(hereinafter: the "Lessor" or the "Company")
AND: XXXXXX ELECTRONIC ENGINEERING LTD.
(hereinafter: the "Lessee")
WHEREAS (1): A lease dated March 17, 2002 was drawn up between the
parties, as updated on June 2, 2002 and on January 8,
2004 (hereinafter: the "Main Agreement" and the
"Amendments", respectively) in connection with the
leased premises situated at 00 Xx'xxxx Xxxxxx, Xxxx
Xx'xxxx, which is known by their number 000.00.00
and137.001.8, in a total area of 2,362 sq.m. in Rosh
Ha'ayin (hereinafter: the "Leased Premises");
WHEREAS (2): The parties agreed that the Lessee would rent from
the Company additional areas that are situated on
Floor A of the structure in which the Leased Premises
are situated (hereinafter: the "Structure") in a
total area of 2,585 sq.m. (hereinafter: the "New
Leased Premises"), which are marked in blue on the
plan attached herewith as Appendix A to this Addendum
(hereinafter: the "Plan");
WHEREAS (3): The parties wish to formalize between them the
matter of the rental of the New Leased Premises,
including to apply the provisions of the Main
Agreement also to the rental of the said New Leased
Premises;
THE FOLLOWING HAS THEREFORE BEEN STIPULATED, DECLARED AND AGREED BETWEEN THE
PARTIES:
1. The Preamble to this Addendum forms an integral part thereof and of the
Main Agreement, as long as no other intent is implied.
2. The Company is renting to the Lessee and the Lessee is renting from the
Company the New Leased Premises commencing from March 1, 2005, as set
forth below: an area of 2,185 sq.m. and 400 sq.m. of gallery area,
amounting to a total of 2,585 sq.m.
3. Update of the lease term and the termination of the Agreement by the
Lessee:
3.1 The date of the termination of the Lease as defined in section
2 (a) of the Main Agreement is hereby amended and shall be
December 31, 2014, including, for the avoidance of doubt, with
regard to the New Leased Premises and the Additional Leased
Premises, as defined in the Amendments.
3.2 The Lessee shall be entitled to break the engagement in
respect of the Leased Premises and the Additional Leased
Premises on December 31, 2007, and at the expiration of every
18-month period thereafter, provided that it shall give notice
thereof to the Company, in writing, 120 days in advance
(hereinafter: the "Advance Notice").
Should the Lessee give such notice, the lease term shall
terminate at the expiration of the days of the Advance Notice.
4. The Lessee is granted the right of first refusal to rent the unit whose
number is 137.1.27 in an area of 455 sq.m. and which is attached to the
New Leased Premises, which is marked in red on the Plan, prior to any
rental to a third party (hereinafter: the "Attached Area").
The Company shall provide written notice to the Lessee of its intention
to let the Attached Area to a third party, and the Lessee shall transfer
a response, in writing, within 14 days with regard to its intention of
renting the Attached Area. Should the Lessee provide such notice, an
agreement shall be signed in respect of the Attached Area within seven
days, upon the terms of this Agreement.
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Should the Lessee not provide notice in writing or should it provide
notice that it does not intend to rent the Attached Area, the Company
shall be entitled to let it to any third party.
5. The Lessee shall pay the rent in respect of the New Leased Premises
commencing from the end of three months from the delivery of possession
thereof to the Lessee.
6. The monthly rent principal in respect of the Leased Premises and the
Additional Leased Premises as defined in Appendix A of the Main Agreement
shall be as set forth below:
NIS 56,988, effective from 1/1/2005 to 31/5/2005.
NIS 113,225, effective from 1/6/2005 to 31/5/2008.
NIS 116,622, effective from 1/6/2008 to 31/5/2011.
NIS 120,121, effective from 1/6/2011 to 31/12/2014.
7. The insurance expenses as defined in section 7 of Addendum No. 1 to the
Main Agreement shall be NIS 4,059 per month, effective from the date of
receipt of possession of the New Leased Premises by the Lessee.
8. The amount of the deductible as defined in section 7 (f) of the Main
Agreement shall be NIS 1,667 per month, effective from March 1, 2005.
9. The management fee costs, as defined in the Main Agreement, shall be
changed and shall be calculated according to 4,947 sq.m., effective from
March 1, 2005.
10. All the amounts set forth in the above sections in this Addendum shall be
linked to the Consumer Price Index as set forth in section 3 (a) of the
Main Agreement. The base index shall be the index published on December
15, 2004.
11. On the date of the signing of this Addendum, the Lessee shall submit a
bank guarantee in the amount of NIS 500,000, plus VAT, as per the draft
attached herewith and upon the terms as set forth in the Main Agreement.
12. The Company shall make serviceable and make available for the exclusive
use of the Lessee one freight elevator, out of the two elevators that
exist on the eastern side of the building in which the Leased Premises
and the New Leased Premises are situated. The elevator is marked in black
on the Plan.
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13. The Company shall perform the works for the preparation of the New Leased
Premises, as set forth below:
- A mechanism for the windows, to release smoke, in accordance with
the requirements of the Firefighting Department.
- The increase of electrical connection (insofar as required by the
Lessee) up to A 3 x 630.
- The relocation and installation of a separation partition between
the New Leased Premises and the Attached Area.
- Internal demolition works (in coordination with the Lessee).
- The adjustment of a sprinkler system in the Additional Leased
Premises, in accordance with the new internal system. The Lessee
shall bear 25% of the adjustment expenses, against the presentation
of the invoice of the building contractor.
- Air-conditioning for the New Leased Premises shall be implemented
in one of the following ways, at the option and sole discretion of
the Lessee:
- The connection of the New Leased Premises, by the Lessee, to
the chiller systems that exist in the Structure.
- The sale of used chillers (one or two, in accordance with the
Lessee's needs) by the Lessor to the Lessee.
- The granting of the possibility to install air-conditioning
systems of its own, in accordance with its choice, including
the installation of motors and/or other parts in the public
areas of the Structure, in coordination with and with the
prior approval of the Lessor, who shall not withhold the
grant of approval, other than for engineering and/or
architectural reasons.
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14. The area attached to the walls of the New Leased Premises (on the
internal service road) shall be made available for the Lessee's use,
without consideration. This area shall be used for loading / unloading
and for operational parking spaces.
15. The Lessee shall be entitled to connect between the existing Leased
Premises and the New Leased Premises through a flight of stairs, in
accordance with the approval of the construction engineer and a plan that
shall be submitted to the Company for its approval. The area which is
planned for the construction of the stairs is marked in yellow on the
Plan.
All the expenses of such a connection shall apply to the Lessee and
shall be at its responsibility.
16. The Lessee is hereby given the right to open additional apertures along
the southern wall of the New Leased Premises and/or to close existing
apertures, in coordination with and with the prior approval of the
Lessor.
17. The Lessee is hereby given the right to install on the southern elevation
or on the roof of the Structure a sign, bearing the name of the Lessee
and/or its xxxx, while coordinating the position thereof with the Lessor
and after presenting the plans to the Lessor, including the approval of
the construction engineer. The Lessor shall not withhold its consent to
the installation of the sign, unless for reasonable engineering and/or
architectural reasons.
All the costs entailed in the installation of the sign and the operation
thereof, including charges, taxes, design and electricity, shall apply
solely to the Lessee.
18. The Lessee shall rent 30 additional parking spaces in the covered parking
garage, in accordance with the terms set forth in this Addendum.
19. The Lessee shall be entitled to let parts of the Leased Premises to
another and/or to others upon such terms as acceptable to the Company,
provided that it shall obtain the Company's approval thereto, in advance,
such approval shall not be unreasonably withheld.
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IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS:
/s/ Xxx Xxxxxx
---------------------------------- Executive vice president, operations;
chief operating officer
/s/ Xxxx Lilo
Executive vice president, finance and
chief financial officer
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INDUSTRIAL STRUCTURES LTD. XXXXXX ELECTRONIC ENGINEERING LTD.
INDUSTRIAL STRUCTURES LTD.
P.O.B. 770
UPPER NAZARETH
Date:
--------------------
Dear Sirs,
RE: LETTER OF GUARANTEE FOR THE AGREEMENT WITH XXXXXX ELECTRONIC
ENGINEERING LTD.
----------------------------------------------------------------
We hereby guarantee to you the payment of any amount that you shall demand of
us, up to the total amount of NIS 500,000 (hereinafter: the "Guarantee
Principal"), plus Linkage Differentials as set forth below, which is due or
shall be due to you from the Xxxxxx Electronic Engineering Ltd. Group, which
shall be termed (hereinafter: the "Debtor") in connection with its obligation
pursuant to the Lease dated March 17, 2002, as updated on June 2, 2002, on
January 8, 2003 and on January 16, 2005.
We shall pay to you from time to time within seven days from the date of receipt
of your written demand any amount of the Guarantee Principal that was stated in
your said demand, plus Linkage Differentials whose calculation shall be made as
set forth below, without your needing to prove or to show grounds or reasons for
your demand or to first request the payment of the said amount from the Debtor
and provided that the total amount that we shall pay to you
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pursuant to this our Guarantee shall not exceed the amount of the Guarantee
Principal plus Linkage Differentials.
WITH REGARD TO THIS GUARANTEE:
------------------------------
INDEX - means the Consumer Price Index, including fruit and
----- vegetables, which is published by the Central Bureau
of Statistics. Should the base index be replaced or
should the method of calculating it or working it out
be replaced or should the index be published by
another entity, instead of the said Central Bureau of
Statistics, the Company shall make the calculation of
the increase in the index for the purposes of this
section while taking the said changes into account.
BASE INDEX - The index of the month of November 2004, that was
---------- published on December 15, 2004, namely 100.6 points.
NEW INDEX - The last index that was known on the date of receipt
--------- of your demand at the bank.
LINKAGE DIFFERENTIALS - The difference between the New Index and the Base
--------------------- Index, divided by the Base Index and multiplied by
the Guarantee Principal.
This, our Guarantee, shall be automatically reduced from time to time, by the
amount of the sum of the demand that was paid - without Linkage Differentials -
which shall be deducted from the total sum of the Guarantee Principal, provided
that the total amount pursuant to the demand - without Linkage Differentials -
shall not exceed the total sum of the Guarantee Principal.
This Guarantee is not contingent upon the validity of the liability of the
Debtor to you.
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This Guarantee shall remain in effect up until December 31, 2014, inclusively;
any demand pursuant to this Letter of Guarantee should be sent, in writing, to
the undersigned branch, whose address is:
A demand that shall arrive after the said date shall not be answered.
This our Guarantee is not assignable or transferable.
Sincerely yours,
PARKING LEASE
-------------
BETWEEN: INDUSTRIAL STRUCTURES LTD.
(hereinafter: the "Company")
AND: XXXXXX ELECTRONIC ENGINEERING LTD.
(hereinafter: the "Lessee")
1. It is agreed between the parties that the Company hereby lets to the
Lessor and the Lessor hereby rents from the Company 30 parking spaces in
the site attached to the existing site in the covered parking garage, in
structure no. 525, in Rosh Ha'ayin, effective from March 1, 2005.
2. In consideration of the rental of the parking spaces as set forth in
section 1 above, the Lessee shall pay to the Company parking rent
(hereinafter: the "Parking Rent") in the amount of NIS 110 per month, for
each parking space, plus the duly applicable VAT (hereinafter: the "Base
Parking Rent").
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3. The Parking Rent shall be linked to the Consumer Price Index that was
published on November 15, 2004, however, in any event, the payment of the
Parking Rent shall not be less than the Base Parking Rent.
4. The Parking Rent shall be paid to the Company in advance, on the first
day of every 6 (six)-month period, without taking into account whether or
not use was made of the parking spaces.
5. The Lessee declares that the Company is not responsible and shall not be
responsible by virtue of this Agreement and (or) by virtue of the
provisions of any law for any damage that may be caused and (or) that
shall be caused to the vehicles in the use of the Lessee and/or its
employees and/or its suppliers at the time that they are driven to the
parking places and/or to the drivers thereof, and the Lessee hereby
waives any claim against the Company, if it has such a claim and/or
should it have such a claim in the future.
The Lessee declares that it shall be responsible for any damage that
shall be caused to the said vehicles, to any driver of the said
vehicles and/or to any traveler therein and/or to any third party, and
it shall ensure that it shall have suitable insurance coverage.
6. The Lessee declares and confirms that the Parking Rent which it undertook
to pay pursuant to this Agreement is solely for the right to make use of
the parking spaces for the parking of a single vehicle only in each
parking space.
7. The Lessee's undertaking to pay the Parking Rent is a material
undertaking pursuant to this Agreement and the Company shall be entitled
to cancel this Agreement if the Lessee fails to pay the Parking Rent on
time, after giving the Lessee an opportunity to remedy the breach during
a period of 30 days prior to the date of the cancellation of the
Agreement.
8. It is agreed between the parties that all the municipal taxes and/or
municipal levies in respect of the parking shall be paid to the local
authority by the Lessee in accordance with the authority's demand, with
the exception of levies and/or charges in respect of which it is standard
practice for the owner of the asset to bear them.
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10. The Lessee may cancel this Agreement by giving 30 days' prior, written
notice to the Company.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS,
ON THIS DAY, THE 16TH OF JANUARY, 2005:
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THE COMPANY THE LESSEE
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