Exhibit 10.4.25
UNPROTECTED LEASE AGREEMENT
Made in Yavne, Israel as of this 15th day of July, 2004
BY AND BETWEEN:
Ormat Industries Ltd.
Public Company No. 00-000000-0
Of the Industrial Area of Yavne
(hereinafter: "OIL")
OF THE FIRST PART;
AND:
Ormat Systems Ltd.
Private Company No. 00-000000-0
Of the Industrial Area of Yavne
(hereinafter: "OSL")
OF THE SECOND PART;
WHEREAS OIL leases from the Israeli Land Administration (hereinafter:
"XXX") a 65,655 sqm of land in the Industrial Area of Yavneh,
known as Block no. 5403 Plots 8 & 9 (in part), Block 4921 Plots D
& 10 (in part) and Block no. 5170 Xxxx 000 (xxxxxxxxxxx: "XXX XXXX
XXXXXX"), under lease contracts expiring between 2018 through 2047
(hereinafter: "THE LEASE CONTRACTS") and on which OIL's production
and manufacturing facilities, headquarters, the technical school
and other permanent constructions and fixtures used by OIL are
located as well as the plot on which the Guest House is located at
0 Xxxxx Xx., Xxxxx (hereinafter, together: "THE PLANT"); and
WHEREAS OIL and OSL have agreed on the sale of certain assets and
liabilities of OIL to OSL, including the activities of the Plant
but excluding the Real Estate and the Plant, and for that purpose
are entering, simultaneously with their entering into this
Agreement, into a Purchase Agreement (hereinafter: "THE PURCHASE
AGREEMENT"); and
WHEREAS OSL wishes to lease the Real Estate and the Plant for the Term (as
hereinafter defined), and OIL wishes to lease the Real Estate and
the Plant to OSL for said period, provided, however that the terms
of the Law for the Protection of Tenants [Consolidated Version],
1972 and/or any other law which will replace it or add to it, will
not apply to this Agreement and that OSL will not be protected by
such laws;
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THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES, INTENDING
TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
1. DEFINITIONS
In this Agreement, except where the context otherwise requires, the
following terms shall have the meaning ascribed to them hereunder:
1.1 "THE LEASED PROPERTY" - the Real Estate and the Plant, depicted
in blue and red respectively in the drawing attached as EXHIBIT A to this
Agreement. For the removal of doubt, the Leased Property will include any
permanent constructions and fixtures located in the Real Property, which
may not under Israeli law be sold apart from the Real Estate, while it is
the intention of the Parties that all detachable, removable and/or
temporary fixtures and constructions will be sold to OSL under the
Purchase Agreement.
1.2 "QUARTER" - any three-months-period beginning on January 1st,
April 1st, July 1st or October 1st.
1.3 "BUSINESS DAY" - a day in which most of the five largest banks in
Israel are open to transact business with the public.
1.4 "THE REPRESENTATIVE RATE OF EXCHANGE" - the representative rate
of exchange of the USD published by the Bank of Israel, and if such rate
will not be published, then any rate which will replace it and in the
absence of such rate - the average of the two largest banks in Israel buy
and sale rates for transfers of USD.
1.5 "ASSIGNMENT" - whether by way of assignment, conveyance,
transfer, sale, sublet, lease, pledge, lien, or license, whether with or
with no consideration.
1.6 "PERMITTED TRANSFEREE" - an entity Controlling, under the Control
of, or under common Control with, the transferor.
1.7 "CONTROL" - the ability to direct the operations and activities
of a corporation, except an ability stemming only from the fulfillment of
a position of a director or another office in the corporation, and it is
presumed that a person controls a corporation if the person holds half or
more of the voting rights in the corporation, or half or more of the
rights to nominate the directors of the corporation.
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2. LEASE AND TERM
2.1 Subject to the conditions specified herein, OIL hereby leases to
OSL and OSL hereby leases from OIL, the Leased Property, for a period of
4 years and 11 months, commencing on July 1st, 2004 (hereinafter: the
"TERM"). If necessary, OIL will apply to the XXX for its consent to
extend the Term to a period of up to a total of 25 years (less one day)
and, should such approval be granted or if such an approval is not
required, the Term will be extended accordingly. For the purpose of this
Agreement, the Term shall include any extension thereof.
2.2 If required, the Parties will exert their best efforts to
register the Lease with the Land Registry Office and will do so with
respect to any other registry where such registration is deemed necessary
or beneficial by the Parties.
2.3 Possession of the Leased Property will be granted to OSL
effective as of July 1st, 2004 (hereinafter: the "EFFECTIVE DATE").
2.4 Should OIL's Lease Contracts, or part thereof, be terminated
and/or not be renewed, then the Term with respect to the relevant plot,
will terminate, and the provisions of section 12.3 hereunder will apply,
accordingly. The parties agree that other than for gross negligence,
willful misconduct, or a breach by OIL of its Lease Contracts, OIL shall
not be liable to OSL for damage and/or loss which results from the
termination of the Lease by the XXX or the denial of any extension by the
XXX.
3. USE OF THE LEASED PROPERTY
3.1 OIL hereby leases the Leased Property to OSL for the purpose of
operating the Plant and/or any other type of legal activity.
3.2 OSL declares that it is familiar with, and has seen and
inspected, the Leased Property, its surroundings and the regulatory
framework applicable to the Leased Property (including the plans ("taba")
and the designation of the Leased Property thereunder) and has found the
Leased Property and its surroundings to be in good and proper condition,
and the Leased Property and the regulatory framework suitable for its
purposes and needs. Subject to OIL's complying with its obligations
hereunder, OSL hereby waives any claim of defect or unsuitability
regarding the Leased Property, and any other claim of any kind regarding
the Leased Property or this Agreement.
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3.3 The Plant and/or any other business will be operated by OSL in
the Leased Property at its sole cost. Beginning on the Effective Date,
OSL will be solely responsible for obtaining any licenses, permits and
authorizations necessary for the use and operation of its business in the
Leased Property. Notwithstanding the above, if required, OIL will assist
OSL in obtaining any such authorizations, provided OSL will reimburse OIL
for any expenses incurred by it in connection therewith. For the removal
of doubt, failure to obtain the necessary authorizations or their
termination, shall not grant OSL the right to terminate this Agreement or
the lease hereunder, prior to the termination of the Lease Period.
4. OWNERSHIP OF LEASED PROPERTY
OIL hereby declares and warrants that it is the sole legal lessor and
holder of the Leased Property and that it is legally entitled to lease
the Leased Property pursuant to the terms and conditions of this
Agreement.
5. RENT
5.1 In consideration for the lease of the Leased Property, OSL will
pay OIL a monthly rent of USD52,250 (hereinafter: "THE RENT"), together
with VAT as stated in clause 5.5 hereunder. The Rent will be paid every
Quarter in advance, on the first Business Day of such Quarter, with the
Rent for the period commencing on the Effective Date to be paid on the
date of signing of this Agreement.
5.2 The Rent will be adjusted every year, beginning on January 1st,
2005, by the same rate of increase of the Israeli Consumer Price Index
("CPI") during the previous calendar year. In any event, the Rent with
respect to each year during the Term and any extension thereof shall not
be lower than the Rent paid during the previous year.
5.3 At OSL's choice, Rent will be paid either in USD or in NIS. If
Rent is paid in NIS, it will be paid according to the Representative Rate
of Exchange most recently published by the Bank of Israel prior to the
time of payment.
5.4 Payment of Rent will be effected in cash by wire transfer of
immediately available funds to an account designated by OIL, in writing,
or by check, or in any other manner approved by the Parties' CEOs.
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5.5 Value Added Tax, at the appropriate rate, shall be paid by OSL
with respect to any Rent payment, and in the same manner and on the same
date such payment is made, against issuance of a VAT invoice by OIL.
6. TAXES AND OTHER PAYMENTS IMPOSED ON OSL
6.1 OSL shall pay during the Term any tax, levy, charge or other
compulsory payments, whether state or municipal and of any kind, imposed
on the date hereof and/or in the future, on the lessee and/or occupant
and/or possessor of the Leased Property, and/or applicable on the
business or operations of OSL in the Leased Property, including municipal
tax ("arnona"), business tax, licenses fees etc., but excluding payments
which pursuant to this Agreement are the liability of OIL.
6.2 OSL will pay all the required payments relating to the operation
of the Leased Property, including electricity, water, gas, telephone
(including faxes) etc. OIL may demand OSL to register itself during the
Term as the debtor of such payments with the appropriate entities, and
OSL will do so. Upon the termination of the Lease Agreement, OIL (or
whomever it may order) will be re-registered as the debtor.
6.3 OSL will timely and fully remit all taxes and other payments
imposed on it as aforesaid. Notwithstanding the above, in any event of
late payment, OSL will bear any interest (including arrears interest),
linkage differences, fines and other costs imposed in connection with
such late payment.
6.4 Within reasonable time of OIL's demand, OSL will provide it with
all the receipts or other certifications proving its full and timely
compliance with its payment obligations under this clause. OIL will be
entitled, but not obligated, to pay any such payment which has been due
for over 60 Business Day and has not been paid by OSL at the time OIL
remits such payment, and in such event OSL will reimburse OIL for its
expenses, immediately upon OIL's demand, together with interest (as set
forth in clause 14.1 hereunder).
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7. TAXES AND OTHER PAYMENTS IMPOSED ON OIL
OSL shall indemnify OIL, immediately upon OIL's demand, for any taxes,
levies or charges imposed upon OIL, including any payments to the XXX, in
connection with Leased Property and/or the Rent, but excluding any income
taxes or other taxes imposed by reference to revenues of OIL or earnings
of OIL derived from the Rent.
8. INAPPLICABILITY OF TENANCY PROTECTION LAWS
OSL hereby declares, warrants and certifies that:
8.1 The Tenant Protection Law [Consolidated Version], 1972
(hereinafter: "THE TENANT LAW") does not apply to the lease under this
Agreement.
8.2 This Agreement, the lease hereunder, OSL, and the Leased Property
are not and will not be protected under the provisions of the Tenant Law
nor under any other law that may amend or add to or replace the Tenant
Law, nor under any other law that now grants or in any time in the future
will grant tenants or tenancies protection similar to those mentioned in
the Tenant Law. Any such laws, or any regulation, directive or
legislation that has been or will be passed or promulgated in the future
under such laws, shall not apply to OSL, the Leased Property, this
Agreement or the lease hereunder.
8.3 OSL has not paid, nor has it been required to pay or undertook to
pay OIL any amount whatsoever, directly or indirectly, whether in money
or its equivalent, with respect to "key monies" for the lease. OSL hereby
warrants and declares that any repair and/or change executed in the
Leased Property, if at all, will be executed in the course of ongoing
maintenance of the Leased Property and shall not constitute fundamental
changes in the Leased Property. Hence, upon surrender of the Leased
Property, OSL shall not be entitled to claim or receive any amount or
benefit with respect to key monies or goodwill.
9 OSL'S UNDERTAKINGS
9.1 OSL will fully and timely comply with all laws, regulations,
directives and other legislation, as well as any licenses, permits and
authorizations issued by the authorities or required by them, applicable
to the maintenance and operation of the Leased Property, its use and the
activities taking place therein.
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9.2 OSL will look after the intactness of the Leased Property, will
operate its business only within the boundaries of the Leased Property
and will not cause or allow its employees, managers, invitees, customers
or any one on its behalf to cause any hazard, nuisance, trespassing,
noise, shocks, filth, smoke or other unpleasantness to the users of the
Leased Property and/or its surroundings, which is unreasonable
considering the character of the Leased Property and the character of its
surroundings.
9.3 OSL will use the Leased Property in a reasonable and careful
manner. Without derogating from the generality of the above, OSL:
9.3.1 Will keep the Leased Property in a good and proper shape, except
for reasonable wear and tear.
9.3.2 Will keep the Leased Property clean.
9.3.3 Will use the Leased Property for legal activities.
9.3.4 Will not act in a manner causing harm to the Leased Property.
9.3.5 Will inform OIL of any defect, damage or loss caused to the
Leased Property, immediately upon their occurring.
9.3.6 Will without delay repair, at its own expense, any loss or damage
caused to the Leased Property. Should OSL fail to do so within 10
Business Days of the occurance of such loss or damage, OIL may (but will
not be obligated to) execute such repair works, at OSL's expense, and OSL
will reimburse OIL for any out of pocket expenses borne by it with
respect thereto immediately upon OIL's demand. The expenses will bear
interest, as set forth in clause 14.1 hereunder.
9.4 OSL shall obtain and maintain, at its own cost and
responsibility, with financially and professionally reputable insurers,
the insurance policies detailed in EXHIBIT B to this Agreement, which
will cover the Leased Property and its contents at their full value. Both
OIL and OSL shall be named as beneficiaries of such insurance policies.
OSL will keep its insurance policies in full force and effect throughout
the Lease period and will pay the premiums in full and in a timely
manner. Upon OIL's demand, OSL will present it with proof of its
compliance with this undertaking. Should OSL fail to obtain or maintain
insurance policies as aforesaid, OIL may do so
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at OSL's expense, and OSL shall indemnify OIL, upon its demand, for
all its expenses in connection therewith. In any event of damage, OSL
shall take reasonable measures to activate the policies and will use
any monies received in connection with such policies only to repair,
with no delay, the damage covered.
10. OSL INDEMNIFICATION UNDERTAKINGS
10.1 In addition to any liability imposed on OSL under law, OSL will
repair, at its expense, any damage or loss which results from defective
construction of the Plant. Such repair works will be executed by OSL
within reasonable time of being notified by OIL of the damage or loss.
Should OSL fail to execute any such repair works within 10 Business Days
of being notified of the damage or loss, OIL may notify OSL of its intent
to repair the damage or loss, and in the absence of action on the part of
OSL within 5 Business Days, OIL may (but will not be obligated to) repair
any such damage or loss at OSL's expense. OSL will reimburse OIL for any
out-of-pocket expenses borne by it with respect thereto immediately upon
OIL's demand. The expenses will bear interest as set forth in clause 14.1
hereunder.
10.2 Notwithstanding the above, and in addition to any liability
imposed on OSL under law as possessor and/or occupant and/or lessee of
the Leased Property, OSL will be solely responsible for any damages of
any type or kind caused to the Leased Property and/or OIL and/or a third
party present in the Leased Property (including bodily injury or damages
to property), as a result of OSL's negligent acts or omissions, including
the negligent acts or omissions of its employees, invitees or any other
person or entity acting on behalf of OSL. OSL hereby releases OIL from
any liabilities under any law to indemnify and/or compensate and/or be
liable to such damage. OSL will indemnify OIL, immediately upon its
demand, for any loss or expenses (including legal expenses) it paid as a
result of OSL's negligence, including loss or expenses incurred by as a
result of any demand, motion or law suit derived, directly or indirectly,
from OSL's said negligence.
11. MODIFICATIONS AND ALTERATIONS
11.1 Subject to clause 11.4 hereunder, OSL will not build or construct
on or otherwise develop, modify, alter or effect a change in the Leased
Property (hereinafter: "A CHANGE") without the advance written consent of
OIL, which will not be unreasonably withheld.
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11.2 In case of any request or requirement for a Change by OSL, OSL
will provide OIL in writing all the information regarding the requested
Change, including all information reasonably required by OIL.
11.3 If OIL authorizes a Change, OSL will be permitted to execute such
Change, provided it corresponds to the authorization and all other
reasonable limitations or restrictions imposed by OIL.
11.4 Notwithstanding the provisions of clause 11.1 above, OSL shall be
entitled to remodel, redecorate, refurbish and make improvements and
replacements (hereinafter: "IMPROVEMENTS") to the interior structure of
the Plant as OSL may deem desirable. OIL will have no objection to the
same, provided that none of the Improvements will have any permanent
effect whatsoever on the structure or construction of the Plant.
11.5 OSL will bear the responsibility and all costs and expenses
involved in executing the Change or Improvement, and the maintenance
thereof, and will not be entitled to any compensation, consideration or
indemnification for such Change or Improvement, whether upon its
execution or any time thereafter, including at the termination of this
Agreement. Neither will OSL be entitled to any reduction in the Rent on
account of such Change or Improvement. For the removal of doubt, OSL
alone will be responsible to obtain any necessary approvals or
authorizations for the execution of the Change or Improvement.
11.6 Any Change or Improvement made will be considered an integral
part of the Leased Property and deemed owned by OIL for all intents and
purposes, and will accordingly be surrendered to OIL, together with the
Leased Property, upon termination of this Agreement (for no
consideration). Provided however, that subject to clause 13 hereunder,
said provision will not apply to equipment and furniture belonging to OSL
(including phones and computer systems) which are not permanently
attached to the Leased Property and whose detachment will not have a
permanent effect on the construction or structure of the Plant.
Notwithstanding the above, OIL shall be entitled at the end of
the Term or upon the termination of this Agreement, to demand
that OSL remove any Change or Improvement and return the Leased
Property to its previous condition, at OSL's expense and OSL
will do so, within a
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reasonable time after being so demanded. If OSL fails to do so
within 30 Business Days of receipt of such a demand, OIL may
return the Leased Property to its previous condition, at OSL's
expense, and OSL will reimburse OIL for all its expenses in
connection therewith, together with interest as set forth in
clause 14.1 hereunder, immediately upon OIL's demand.
12. CEASING OF OPERATION AND TERMINATION
12.1 OSL may cease its activities in the Leased Property at any time
during the Term, provided however, it continues to fully comply with it
obligations under this Agreement.
12.2 OIL will have the right to terminate this Agreement upon the
occurrence of any one of the followings: (i) the dissolution or winding
up of OSL (ii) an appointment of a special manager, trustee or receiver,
over OSL or its material assets, if such appointment is not cancelled
within 90 days (iii) a breach by OSL of any of its payment obligations to
OIL under this Agreement which is not remedied within 30 days after being
notified in writing of the breach by OIL, or a breach of OSL of any of
its other undertakings under this Agreement which is not remedied within
90 days after being notified in writing of the breach by OIL.
12.3 Upon OIL request and at OIL's sole discretion, the area of the
Leased Property shall be reduced in order to accommodate the needs of
OIL; provided, however, that any such reduction does not have an adverse
affect on the operation of the business of OSL in the Leased Property. If
OIL exercises its aforesaid right, the Rent and all OSL's liabilities
with respect to the Leased Property shall be adjusted proportionately to
such reduction.
13. SURRENDER OF THE LEASED PROPERTY
13.1 OSL undertakes upon expiration or termination of the Agreement to
restore possession of the Leased Property to OIL free of any property,
equipment and fixtures not belonging to OIL (subject to clause 11 above).
The Leased Property will be in as good, clean, orderly, and proper
condition as on the date of this Agreement, except for ordinary wear and
tear resulting from ordinary and reasonable use of the Leased Property in
accordance with the purpose of the lease.
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Should OSL fail to comply with its obligation, it will reimburse
OIL all the expenses incurred by it in the course of restoring
the Leased Property to such condition.
13.2 Should OSL fail to vacate as aforesaid the Leased Property at the
time set forth above,
13.2.1 OSL shall be obligated to pay OIL liquidated damages of USD 3,000
for each day of delay in vacating the Leased Property. Such penalty
will not be considered as Rent payment and will not create any
lessor-lessee relationship between OIL and OSL.
13.2.2 Upon a 7 days prior written notice, OIL may vacate the Leased
Property at OSL's expense, and transfer and store any equipment and
furniture belonging to OSL, all at OSL's expense. OIL shall not be
liable to any damage to OSL or the Leased Property or the equipment or
furniture vacated, caused in connection with such actions on its part,
except damage caused willfully or negligently.
All this, without derogating from any other remedies OIL may be
entitled to under this Agreement or under law.
14. ARREARS INTEREST
14.1 Any payment imposed on a Party under this Agreement for the
benefit of the other Party, which was not remitted by it on the date
due for payment, shall bear interest at the rate of Prime plus 5% per
annum, for the period during which such payment remained unpaid.
14.2 The right to receive or the payment of arrears interest will not
impair OIL's right to receive, in addition to such payment, any other
or additional remedy OIL may be entitled to under this Agreement or
under law for such delay in payment, and will not constitute any waiver
by OIL of its right to such remedies.
15. MISCELLANEOUS
15.1 Each of the Parties hereby declares and confirms, that all
actions and resolutions necessary in order to give effect to its
entering into this Agreement, have
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been taken, and that there is no restriction and/or limitation and/or
hindrance on its signing this Agreement, and such signature and/or the
execution of this Agreement by it shall not constitute a breach by it
of any applicable contract and/or law and/or its documents of
incorporation.
15.2 Each party will cooperate with the other party, in good faith,
and exert its best efforts in order to assist the other party in
achieving the purposes of this Agreement and complying with the other
party's undertakings hereunder.
15.3 Monetary obligations owed by the Parties hereto to one another,
which have become due, may be offset by a written notice provided by
the offsetting Party to the other Party.
15.4 Assignment. Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by OSL without the prior written
consent of OIL. Provided however, such assignment may be made to a
Permitted Transferee, without OIL's consent. OIL may, at any time and
at its full discretion, assign this Agreement or any of its rights or
obligations hereunder, as well as sell, transfer, pledge or otherwise
assign its rights (in whole or in part) in the Leased Property or any
part thereof, without obtaining OSL's consent, provided however, OSL's
rights pursuant to this Agreement will not be impaired. OIL will notify
OSL of such act within reasonable time after its being carried out. OSL
will then comply with all its obligations pursuant to this Agreement to
any such transferee of OIL. Any assignment maybe subject to the prior
consent of the XXX, which the assigning party shall be responsible to
obtain.
In any event, the transferee (whether of OSL or of OIL), will
sign this Agreement with the remaining Party, or will otherwise
affirm its assumption of the transferor's obligations and
undertakings under this Agreement in a manner satisfactory to
the remaining Party.
Subject to the foregoing, this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their
respective successors and assignees with no other person having
any right, benefit or obligation hereunder.
15.5 Notices. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by either party to
the other shall be in writing and delivered by telecopy or other
facsimile (with acknowledged
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receipt), delivered personally or mailed by certified or registered
mail, postage prepaid (and by airmail if sent internationally), return
receipt requested or by internationally recognized courier (such as
Federal Express or DHL) (such mailed or couriered notice to be
effective on the date such receipt is acknowledged or refused), as
follows:
If to OSL, addressed to:
Ormat Systems Ltd.
Yavne Industrial Area
Attn.: President
Fax: 00-0000000
If to OIL, addressed to:
Ormat Industries Ltd.
Yavne Industrial Area
Attn: CEO
Fax: 00-0000000
or to such other place and with such other copies as either
party may designate as to itself by written notice to the other.
15.6 Choice of Law; Venue. This Agreement shall be construed,
interpreted and the rights of the parties determined in accordance with
the laws of the State of Israel. Each of the parties to this Agreement
consents to the exclusive jurisdiction and venue of the competent
courts of Tel-Aviv-Jaffa over all matters arising in connection with
this Agreement.
15.7 Entire Agreement; Amendments and Waivers. This Agreement,
together with all exhibits and schedules hereto, constitutes the entire
agreement between the parties hereto pertaining to the subject matter
hereof, and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, between the
parties hereto with respect to such subject matter. No supplement,
modification or waiver of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provision hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver unless otherwise
expressly provided.
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15.8 Multiple Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
15.9 Invalidity. In the event that any one or more of the provisions
contained in this Agreement or in any other instrument referred to
herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, then to the maximum extent permitted by
law, such provision or provisions shall be judicially reformed
consistent with the parties' intentions so as to be valid, legal and
enforceable to the maximum extent possible and such invalidity,
illegality or unenforceability shall not affect any other provision of
this Agreement or any other such instrument.
15.10 Titles. The titles, captions or headings of the Sections herein
are inserted for convenience of reference only and are not intended to
be a part of or to affect the meaning or interpretation of this
Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on their respective behalf, by their respective duly authorized
officers, in multiple originals, all as of the day and year first above written.
---------------------------------------- ------------------------------------
Ormat Industries Ltd. Ormat System Ltd.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxx
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Xxxxxx X. Xxxxxxxx Xxxx Xxxxxx
Chairman of the Board V.P. Contract Administrator
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EXHIBIT A
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[drawing]
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EXHIBIT B
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- Employers' Liability Insurance
- Third Party Liability Insurance
- Property Insurance
- Consequential Damage Insurance
- Business Interruption Insurance
- Comprehensive General Liability
