Management Services Agreement Amendment Made and entered into in Yavne, October 23, 2011
Exhibit 4.7
Made and entered into in Yavne, October 23, 2011
BETWEEN
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X. Xxxxx-Food International Ltd.
With its business address at 0 Xxxxx Xxxxx Xx., Xxxxx
(Hereinafter: "Willi-Food")
AND
Gold Frost Ltd.
With its business address at 0 Xxxxx Xxxxx Xx., Xxxxx
(Hereinafter: "Gold Frost")
(Willi-Food and Gold Frost hereinafter: "the Company")
As the first party
AND
Zwi W. and Co. Ltd. (private company No. 512715970)
With its business address at 0 Xxxxx Xxxxx Xx., Xxxxx
(Hereinafter: "the Management Company")
Or a company fully owned by Xxx Xxxxxxxx
As the second party
WHEREAS
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On the 16th of March, 2008, the Company and the Management Company entered an agreement for the rendering of management services through Xx. Xxx Xxxxxxxx (hereinafter: "the Agreement" and "Zwi"); and
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WHEREAS
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Zwi resigned from all his positions at Gold Frost on October 17th, 2011, as a result of which, Gold Frost will no longer receive management services from the Management Company through Zwi; and
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WHEREAS
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Gold Frost will no longer be a party in the agreement, and none of the parties in the agreement will have any claims or demands concerning the commencement of the agreement, its performance and/or termination; and
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WHEREAS
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The parties wish to amend some of the agreement’s provisions.
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NOW THEREFOR, THE PARTIES AGREE AND STUPULATE AS FOLLOWS:
1.
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Introduction
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1.1.
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The definitions mentioned in this amendment shall have identical meaning to the ones mentioned in the Agreement, unless stated otherwise herein.
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1.2.
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The provisions of this amendment shall supersede the provisions of the Agreement and its appendices, in all matters.
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1.3.
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The contents of the Agreement and its appendices shall continue to apply, insofar as they are not explicitly superseded by this amendment.
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1.4.
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In case of a discrepancy between this amendment and the Agreement, the provisions of this amendment shall prevail.
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2.
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"Gold Frost Ltd." will no longer be mentioned as a party to the Agreement in the Agreement header. The words “both, together” will be deleted.
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3.
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In the second “whereas”, in the preamble to the Agreement, the words “in light of the change in the control of Willi-Food’s parent company, Willi-Food Investments Ltd. (hereinafter: "Willi-Food Investments"), in August, 2007” and “as CEO of Gold Frost” will be deleted.
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4.
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In section 3.1 of the Agreement, the words “and the CEO of Gold Frost” will be deleted.
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5.
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Section 4.1 of the Agreement will be deleted, and replaced with the following: “This agreement shall remain valid for a period of 3 years, starting on September 15th, 2011 and ending on September 14th, 2014, subjected to the contents of sections 4.2 to 4.7 below (hereinafter: "the Agreement Period”)”.
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6.
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In sections 4.2, 4.2.1, 4.3, and 4.6 of the Agreement the words “and /or Gold Frost” will be deleted, and “they” will be replaced with “it”.
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7.
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In section 4.2.1 of the Agreement, the words “36 months in advance” will be replaced with “18 months in advance”. In addition, the words “after a period of six months from the signing of this agreement” will be deleted.
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8.
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In section 5.3 of the Agreement, the words “and/or Gold Frost” and “whichever is relevant” will be deleted.
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9.
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Section 5.6 of the Agreement will be deleted and replaced with the word “cancelled”.
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10.
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Section 6.1 of the Agreement will be deleted and replaced with the following: “The Management Company will be entitled to a bonus, paid from Company profits (hereinafter: "Bonus") at a rate of 3% of Willi-Food’s deciding profit, if Willi-Food’s deciding profit is lower than 3 million NIS, or 5% of Willi-Food’s deciding profit, if Willi-Food’s deciding profit is higher than 3 million NIS. “Willi-Food’s deciding profit” – Willi-Food's annual adjusted consolidated profits, before taxes and before bonus payments to companies rendering management services for The Company”.
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11.
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In section 6.2 of the Agreement, the words “Gold Frost, as the subject matter dictates” will be deleted.
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2
12.
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At the end of section 8.1 of the Agreement, the following will be added: “Ltd. (hereinafter: Willi-Food Investments)”.
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13.
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In section 10 of the Agreement, “immediately” will be replaced with “Starting from September 15th, 2011”.
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14.
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Section 12 of the Agreement will be deleted and replaced with the word “Cancelled”.
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IN WITNESS THEREOF, THE PARTIES HAVE AFFIXED THEIR SIGNATURES:
X. Xxxxx-Food International Ltd.
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Zwi W. and Co. Ltd.
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Gold Frost Ltd.
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I, the undersigned, Xx. Xxx Xxxxxxxx (the service provider), having read the contents of this amendment in their entirety, hereby agree to be bound by its provisions. I vouch for the Management Company’s obligations towards The Company.
Xxx Xxxxxxxx
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Date
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