Exhibit 4.7
ADDENDUM TO THE LEASE
AGREEMENT
Executed and Signed in
Tel-Aviv on 29th of the Month of May 2007
-BY-
A.Z. Barnovitz - Assets and Rental Ltd. (Receivership and Liquidation)
Represented by Adv. Xxxx Xxxx
Receiver to Realize Mortgage Pursuant to an Order
By the Head of the Execution Office Dated 6.9.2006
(Hereinafter: "The Landlord")
On the One Part
-AND BETWEEN-
Eltek Ltd., Public Company No. 520042953
Company Registered Pursuant to the Companies Ordinance
From the Segula Industrial Zone, Petach Tikva
(Hereinafter: "The Tenant")
On the Second Part
WHEREAS: |
The
Landlord together with the Neca Chemicals 1952 Ltd. Company are the owners
Lessees of part of Parcel 13 in Bloc 6354 in the Segula
Industrial Zone, Petach Tikva (hereinafter: "The Land"); |
AND WHEREAS: |
There is a Landlord-Tenant relationship between the Landlord and
Tenant in accordance with the unprotected lease agreement
dated June 26, 2002 (hereinafter: “The Original Agreement”); |
AND WHEREAS: |
Pursuant to the parties consent, commencing from October 1, 2003 and
through until September 30, 2005 the Tenant paid the
Landlord basic rent of a sum in NIS equal to a sum of $4 per
square meter in addition to VAT; |
AND WHEREAS: |
Against A.Z. Barnovitz Assets and Rental Ltd. a receivership order
was issued pursuant to a general floating charge created
in favor of Bank Hapoalim and a Liquidation Order at the
request of Bank Igud; |
AND WHEREAS: |
A mortgage, unlimited in amount, was recorded over the land in favor of
Bank Leumi Le'Israel Ltd. and this to secure settlement of
A.Z. Barnovitz Assets and Rental Ltd.‘s debts; |
AND WHEREAS: |
The Landlord declares that at the request of Bank Leumi Le'Israel Ltd.
proceedings were initiated to realize the mortgage within
the framework of Execution File No. 26-08424-03-9 and
accordingly Adv. Xxxx Xxxx was appointed as the receiver to
realize the mortgage and a copy of the order is attached
to this Addendum as Appendix A; |
AND WHEREAS: |
The Tenant and the Landlord agreed to change the basic rent and to
change the original lease period, all as detailed below; |
AND WHEREAS: |
The parties are interested in amending the provisions of the original
agreement by certain changes as detailed in this Addendum
below; |
Therefore, It Is Agreed,
Stipulated And Declared Between The Parties As Follows:
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1. |
The
preamble to this Addendum constitutes an integral part hereof. |
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2. |
The
phrases included in this Addendum will assume the same meaning attributed to
them in the original agreement. |
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3. |
All
the provisions in the original agreement will remain in effect unless a
provision in this addendum to the original agreement determines an express
provision canceling and/or amending a given provision in the original
agreement. |
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4. |
It
is agreed between the parties that starting from October 1, 2005 the following
conditions will apply: |
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4.1 |
Notwithstanding
the provisions in Section 3(a) of the original agreement and instead of the provisions
therein, the lease period will be for ten years to begin on 1.3.2007 and end on 28.2.2017
(hereinafter – “The New Lease Period”). |
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4.2 |
Section
4 of the original agreement is cancelled. Any distinction in relation to the areas
defined in Section 3(a) of the original agreement and the provisions in this addendum is
cancelled, without any distinctions being made in relation to the area of the premises
(an area of 9,000 square meters). |
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4.3 |
Notwithstanding
the provisions determined in Sections 7(a) and 7(b) of the original agreement and/or any
prior consent between the parties, whether in writing or verbal, the parties agree that
the rent for the lease period from 1.10.2005 and through until 1.3.2007 and for the new
lease period will stand at a sum of NIS 22.99 per square meter (subject to Section 4.5
below), and for the 9,000 square meter area of the premises will be equal to a sum of NIS
206,910 per month in addition to VAT prescribed by law (hereinafter –“The
Basic Rent”). Notwithstanding the provisions in Section 7(c) of the original
agreement, payment of rent will be made each month on the 1st of the month and
accordingly, checks will be delivered in advance for a period of one calendar year. |
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4.4 |
Section
7(c)(2) of the original agreement is hereby cancelled. |
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4.5 |
The
provisions in Section 7(e) of the original agreement will be amended so that the basic
index is defined as – “Index for the Month of August 2005” that was
published on 15.9.2005 and which stood at 102.40 (pursuant to the basis of “2002
Average”), and the basic rent will be appraised in accordance with the provisions in
Section 7(e) of the original agreement after amending the basic index. |
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4.6 |
Section
7(g), including but not limited to all of its sub-sections, of the original
agreement is hereby cancelled. |
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4.7 |
The
Tenant is given a conditional option to extend the new lease period for an additional
5-year period. The rent for the option period. The rent for the option period will be an
amount of NIS 24.14 per square meter per month in addition to VAT – linked to the
index – pursuant to the basic index as determined in Section 4.5 above. The Tenant
will give written notice whether it is going to exercise the option no later than by
1.9.2016. |
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4.8 |
The
full balance of the rent outstanding from 1.10.2005 and through until the date this
addendum is signed, that is to be paid in accordance with the provisions in this
addendum, and this in accordance with the account attached hereto as Appendix B,
will remain with Eltek, that will use the funds in order carryout the renovations as
stated in Section 6 below. Despite the foregoing, it is agreed that if Eltek does not
engage in contracts with planners and consultants within 60 days following the day this
addendum is signed and/or does not actually begin the renovations after engaging in
contracts with contractors within six months from the date of signing this addendum, the
full amount referenced above will be transferred to the receiver in cash. |
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5. |
Without
derogating from the provisions in Section 4.8 above – the parties agree
that subject to payment of a sum of 90,000 Dollars within 30 days of the date
this agreement is signed and the provisions below, neither of the parties will
have any allegations against the other insofar as accounting between them is
concerned in relation to payment of rent for the period ending on 30.9.2005,
and the Tenant will have no action and allegation against the Landlord in
relation to any of the expenses expended by it in the past, including but not
limited to fixing the fire extinguishing system, repairs and expenses for
damages that occurred in the premises as detailed below. |
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Without
derogating from the provisions above – it is agreed that the provisions in this
section exhaust all of the parties’ arguments – against one another in relation
to the provisions below (and overrides the provisions in the Eltek document dated
23.3.2005): |
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a. |
For
damages to the clean room (including loss of income) an amount of NIS 137,240
(excluding VAT) as a result of damage caused on 27.1.2002. In this respect, the
receiver or someone on its behalf may continue with any proceedings to collect
the compensation amount from the insurance company and any amount that is
received will belong solely to the Landlord. |
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b. |
Work
carried out by Eltek dated 30.9.2002 and through until 27.2.2005 and for which
invoices were issued for a total sum of NIS 334,977 (including VAT) as detailed
in Appendix C. |
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c. |
Section
C – expenses for the purpose of fixing the fire extinguishing system of a
total sum of NIS 655,000 (excluding VAT). |
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d. |
The
Tenant’s legal costs in relation to filing two interpleader motions – dated
1.6.2004 and 4.11.2004. |
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e. |
For
the sake of removing any doubt it is clarified that the ongoing expenses
expended after 27.2.2005 are part of the ongoing accounting between the
parties. |
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f. |
It
is further clarified that these provisions do not prejudice and/or derogate
from the Landlord’s need to conduct routine maintenance of the building
and comply with the authorities requirements to obtain permits insofar as this
applies to the Landlord by virtue of the original agreement. |
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6. |
For
the sake of removing any doubt, it is agreed that the consents between the
parties in relation to carrying out the renovations as stated in Section 10(h)
of the original agreement as amended and adapted in accordance with Appendix
D1 to this addendum will remain in effect. The renovations will be
carried out by Eltek in accordance with the work to be carried out summary
document and the estimate attached thereto and attached hereto as Appendix
D2. Eltek will make a complete and absolute distinction between the
renovation work in accordance with the general agreed upon specification and
the other work it is to carryout in the premises during the course of the
renovation period. |
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Eltek
will agree that a supervisor on behalf of the receiver will oversee the renovation work
and the expenditures and issuance of invoices in accordance with actual execution. |
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Eltek
will be responsible to submit the renovation plans to the municipality, insofar as there
is a need to do so, and to obtain any permit required by law to carryout the renovation
work. Eltek will be responsible to indemnify the receiver for any damage and/or claims in
relation to the renovation work that you cause and/or someone on your behalf causes. For
the sake of removing any doubt – it is clarified that the Landlord will cooperate
with Eltek to obtain the permits and/or approvals that are required. |
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For
the sake of removing any doubt, it is clarified that the Landlord is responsible to pay
for the renovations. |
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7. |
For
the sake of removing any doubt – it is clarified that there is no
stipulation and/or connection between payment of rent pursuant to this addendum
and the actual carrying out of the renovations. |
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8. |
Section
14(c) will be added to the agreement as follows: |
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c. |
In
the case of a breach of this section the Tenant may act insofar as necessary to
service the air-conditioning system in the south wing and to offset the cost
thereof from the rent and this after it gives notice in writing to the Landlord
of its intention to do so and an extension of 7 days to carryout the repairs.
Notwithstanding the foregoing, it is agreed that in the case that the system
shuts down or in the case of a fault that causes a real disruption to the
factory’s activities, the Tenant will be entitled to repair the said fault
forthwith and offset the cost of the repair from the rent. |
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9. |
In
Section 21(a) the reference made to Sections 8(b) and 14 will be cancelled. |
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10. |
The
second paragraph in Section 31 of the original agreement starting with the
words “if on the date….” is hereby cancelled. |
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11. |
The
amount determined in the first paragraph of Section 31 of the original
agreement starting with the words “as partial guarantee”, will be
amended so that the Tenant deposits a check for a sum of NIS 2,500,000 as
security with the Landlord. The rest of the provisions in the first paragraph
of Section 31 of the original agreement will remain in effect. |
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12. |
This
addendum to the agreement will be furnished to the head of the execution office
to be approved. |
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13. |
The
parties addresses are as detailed below: |
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The Landlord: |
x/x Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxx, Xxxx, Xxxxx & Co., of 75 Nachlat Benyamin, Tel-Aviv. |
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The Tenant: |
Eltek Ltd. - of 4 Xxxxxxx Xxxxxxx Street, X.X. Xxx 000, Xxxxxx Xxxxxxxxxx Xxxx, Xxxxxx Xxxxx 00000. |
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And
any notice sent to a party’s address by registered mail will be considered as
received by the recipient 72 hours after it is sent, to the exclusion of Saturdays and
holidays. |
In Witness Whereof the
Parties Hereto Set Their Hands:
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Xxxx Xxxx, Adv. |
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Receiver |
( - ) |
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The Landlord |
Eltek Ltd. |
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The Tenant |