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EXHIBIT 10.14
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Azorim Park
A Business Park at the Gates of Tel Aviv
LEASE AGREEMENT
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Between:
AZOREI MALLAL INDUSTRIES LTD.
And:
ACCORD NETWORKS LTD.
Azorim Business Park Azorei Mallal Industries Ltd. 6 Koifman St. Tel Aviv 68012
Tel 972-3-5195492
Fax 972-3-5161842
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Table of Contents
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1. Introduction
2. Definitions.
First Section - the Lease
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3. The Lease and the Premises
4. Option to Increase the Area of the Premises
5. Lease of Parking
6. Purpose of the Lease
7. Lease Period
8. Non Application of Tenants Protection Laws
9. Management Agreement
Second Section - Delivery of Possession
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10. The Technical Specification
11. Delivery of Possession of the Premises
12. Postponement of the Delivery Date
Third Section - The Consideration
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13. The Basic Rental
14. Manner of Payment of the Rental
15. Mortgage of the Company's Rights under this Agreement to the Bank
Fourth Section - Additional Payments Due by the Lessee
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16. Liability for Payment thereof
17. Taxes
18. Telephone, Electricity, Water and Maintenance
Fifth Section - Obligations of the Parties
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19. Lessee's Obligation to Effect Payments
20. Limitation on the Use of the Premises
21. Signs
22. Service Lifts
23. Observance of Laws
24. Sewage
25. Prohibition against the Installation of Air Conditioners
26. Limitations on the Use of the Remainder of the Building Structure
27. Public Areas and Common Property
28. Cleanliness, Preservation and Repair of the Premises
29. Preservation of the Premises, Alterations to the Premises, Shed
30. Prevention of a Nuisance
31. Occupiers of the Building
32. The Company's Obligations
33. Ancillary Services in the Park
Sixth Section - Liability and Insurance
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34. Liability for Damage
35. The Lessee's and the Company's Insurance
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Seventh Section - Maintenance of the Premises
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36. Maintenance of the Premises and Repairs
37. Prohibitions
Eighth Section - The Company's Rights
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38. Entry onto the Premises
39. Execution of Works on the Premises
40. Execution of Works in the Building and in the Park
41. Traffic and Parking Arrangements
Ninth Section - Guarantees
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42. Obligation to Furnish
43. Bank Guarantee
Tenth Section - Breaches and Remedies
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44. Breaches
45. Fundamental Breaches
46. Late Payments
47. Appointment of Receiver or Liquidator
48. Taking Possession
49. Cancellation of the Agreement
50. Payment of the Lessee's Debts
Eleventh Section - Miscellaneous
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51. Transfer of Rights
52. Right of First Refusal
53. Vacating
54. Costs of the Agreement
55. Taxes, Duties and Levies
56. Value Added Tax
57. Jurisdiction
58. Prohibition against the Set Off of Payments
59. Waivers and Alterations to the Agreement
60. Delivery of Notices
61. Addresses
Annexes
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Annex A : Drawing
Annex B : Management Agreement
Annex C : Technical Specification
Annex D : Operational Regulations
Annex E : Guarantee
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Annex F : Promissory Note
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LEASE AGREEMENT
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Made and entered into at Tel Aviv on 25/th/ day of April 1999
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Between : Azorei Mallal Industries Ltd.
Care of Azorim Properties of 6 Koifman Street Tel Aviv.
(hereinafter: "the Company")
Herein represented by Mr. Daniel Lavon and Mr. Arnon Brodner, who
declare that they are authorised to sign this Agreement on behalf
of the Company.
Of the First Part;
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And : Accord Networks Ltd.
of 10 Martin Gahal Street, Kiryat Arieh, Petah Tikva
(hereinafter: "the Lessee")
Herein represented by Mr. Zigi Gavish, who declares that he is authorised to
sign this Agreement on behalf of the Lessee.
Of the Second Part
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Whereas In accordance with Ruling No. 717 of the Israel Lands Board and
pursuant to a development agreement between the Company and the
Israel Lands Administration, the Company has established the Park
upon the Land, which includes the Building, in accordance with the
definition of the aforesaid terms as set forth below;
And Whereas The Company declares that it is entitled to let the Premises as
defined in paragraph 2.6 hereunder to the Lessee and there is no
impediment under any law or agreement against its being let as
aforesaid.
And Whereas The Lessee wishes to lease the Premises from the Company, and the
Company is prepared to lease the same to the Lessee for the
purpose, the period, the consideration and on the further
conditions set forth in this Agreement;
And Whereas The parties desire to regulate the conditions pertaining to the
lease of the Premises to the Lessee and to the operation of the
Lessee's business on the Premises, together with whatever is
involved therein,
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connected therewith and resulting therefrom, pursuant to and in
accordance with the matters set forth in this Agreement;
Now therefore it is stipulated and agreed between the parties as follows :
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1. Introduction
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1.1 The preamble to this Agreement and the Annexes hereto constitute an
integral part of the provisions of this Agreement.
1.2 Paragraph numbering and headings are for the purpose of convenience
only, and do not constitute a part of this Agreement.
2. Definitions
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The terms hereunder in this Agreement shall have the meaning recorded
alongside them :
2.1 "the Land" A piece of land bordering on the Gehah Highway
(Highway No. 4) approximately 43 dunams in
extent, known as Block 6640 Parcels 87 (in
part), 90 (in part), 92 (in part), 94 (in part)
and 96 (in part).
2.2 "the Development An agreement dated 2/nd/ November 1997 between
Agreement" the Israel Lands Administration and the
Company under which rights in and to the Land
were conferred on the Company, pursuant to
which the Company is establishing the Park, and
under which the Company is entitled to let the
Premises as set forth in this Agreement to the
Lessee.
2.3 "the Park" Park Azorim - a business and employment complex
which the Company is establishing on the Land.
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2.4 "the Building" A structure comprising 9 floors and 2 basement
levels known as Building No. 1 in the Park,
situate on lot no. 1065 on the diagram attached
to the Development Agreement and known as
"special industrial" on amended planning scheme
no. PT/MK/2000/D11.
2.5 "the Tenants The Tenants Protection [Consolidated Version]
Protection Law" 1972.
2.6 "the Premises" An area of approximately 790 square metres on
the fourth floor of the Building, and a further
area of approximately 790 square metres on the
fifth floor of the Building as well as an area
which constitutes 50% of the third floor in the
Building (approximately 330 square metres), all
as marked in yellow upon the Drawing attached
as Annex A to this Contract.
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2.7 "the Area of the The area of the Premises as shall be determined
Premises" in the manner set forth in paragraph
3 hereunder.
2.8 "the Lease Period" The Lease Period specified in paragraph 7
hereunder, including the First Additional Lease
Period (if any) and the Second Additional Lease
Periods (if any) as the case may be.
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2.9 "the Consumer Price The Consumer Price Index, including fruit and
Index" vegetables, published by the Central Bureau of
Statistics and Economic Research, including
that Index even though published by another
entity or governmental institution as well as
any official index in replacement thereof,
irrespective of whether or not constructed on
the same data as that on which the existing
Index is constructed. Should the Consumer Price
Index be replaced by another index, the
relationship between the index so replaced and
the other index shall be determined by the
Central Bureau of Statistics. Should the
Central Bureau not determine the relationship
as aforesaid, the same shall be determined by
an accountant agreed upon by the Company and
the Lessee.
2.10 "the Surveyor" A certified surveyor appointed by the Company
in its sole and absolute discretion, for the
purpose of this Agreement.
2.11 "the Supervisor" The supervising engineer engaged by the Company
for the supervision of the works relating to
the erection of the Building or any other
supervising engineer as determined by the
Company, in its sole and absolute discretion,
in regard to this Agreement.
2.12 "the Dollar Rate" The representative rate of exchange of the
United States dollar as published by the Bank
of Israel as at the date of signature of this
Agreement, that is, NIS 4.094 (four new Israeli
shekels and nine and four tenths agorot).
First Section - the Lease
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3. The Lease and the Premises
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3.1 The Company hereby lets the Premises to the Lessee and the Lessee
hereby leases the same from the Company for the period, at the
consideration and on the conditions set forth heretofore and
hereunder in
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this Agreement.
3.2 The Area of the Premises shall be determined by the Surveyor under a
certificate signed by him, and his determination shall constitute the
"Area of the Premises" for the purposes of this Contract. The Lessee
shall be entitled to object to the determination by the Surveyor as
aforesaid and in such event the matter shall be referred for decision
of the Surveyor and of a surveyor appointed by the Lessee
(hereinafter : "the Referee"), and should the Referee fail to reach
agreement between them within 21 days from the date of the appointment
of the Lessee's surveyor, a final umpire shall be appointed by
consensus by the parties (hereinafter : "the Final Referee"). Should
the parties fail to reach agreement as to the identity of the Final
Referee, such surveyor shall be appointed by the Chairman of the
Assessors Association within 7 days from the date of referral by
either of the Parties. For the purposes of the determination of the
Area of the Premises the Surveyor shall, after completion of the
framework of the Building, measure, by external measurement, the Area
of the Premises in square metres.
Without prejudice to the generality of the foregoing, the Area of the
Premises shall include :
(a) The whole of the floor area of the Premises without distinction
as to the manner or form of use of the various sections and an
internal empty space, if any, as well as the floor area of any
projection or pillar or structure, whether permanent or
temporary, that are situated within the external walls of the
Premises.
(b) The floor area beneath the internal walls of the Premises in
their entirety.
(c) The floor area beneath the external walls of the Premises.
(d) Half the floor area below the external walls of the Premises
which also serves as the external wall of the other premises in
the Building.
3.3 The area so arrived at pursuant to the aforesaid computation set out in
sub-paragraph 3.2 shall be increased by 10.5% with respect to the
Lessee's pro rata share of the public areas serving or which may serve
all or a specific part of the occupiers of the Building, or public
areas serving or which may serve all or a specific part of the
occupiers of the Park, or with respect to areas serving or which may
serve for the
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provision of services to all occupiers of the Park (such as machinery
rooms, transformer, electricity, communication, refuse, etc.).
3.4 The area so arrived at after the aforesaid increase set out in sub-
paragraph 3.3 shall be regarded for all intents and purposes as the
Area of the Premises.
4. Option to Increase the Area of the Premises
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4.1 The Company hereby grants to the Lessee an option to lease an
additional area of approximately 330 square metres in extent on the
third floor of the Building, as marked in red on the Drawing Annex A
to this Contract (hereinafter : "the Option"). The Option shall be in
force and exercisable at any time from 3/rd/ October 1999 to 2/nd/
July 2000 (hereinafter : "the Option Period").
The exercise of the Option to increase the Area of the Premises as
aforesaid shall be effected by way of the Lessee giving written notice
to the Company as to the exercise of the Option not less than 30 days
prior to the date of exercise thereof.
Should the Option for the increase of the Area of the Premises be
exercised, inasmuch as not otherwise expressly stated, all the
provisions of this Agreement without exception shall be applicable to
the area comprised within the Option, including the provisions of
paragraph 3 above with respect to the calculation of the Area of the
Premises.
Should the Option be exercised in the aforesaid manner, delivery of
possession of the area comprised within the Option shall be effected
in accordance with the provisions of paragraph 11 of this Agreement,
mutatis mutandis. The delivery date of the areas which are the subject
of the Option shall be within 6 (six) months from the date of the
exercise of the Option. The Company shall take steps in order to
effect delivery of possession of the aforesaid areas as soon as may be
during the aforesaid six months period, and the Lessee for its part
undertakes to accept possession of the aforesaid areas immediately
upon receipt of a notice from the Company as to the completion of the
construction thereof. For the avoidance of doubt, it is hereby
stipulated that the Lessee shall not be liable for the payment of
rental under this Agreement with respect to the area comprised within
the Option prior to the delivery to it of possession as set forth
above.
Notwithstanding the foregoing, with effect from 1/st/ April 2000 the
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Lessee shall pay municipal rates, insofar as the Company may be
required to pay the same, and in any event a management fee with
respect to the area comprised within the Option.
Should the Option Period have expired without the Lessee having
exercised the Option in the manner set forth above, the Option for the
increase in the Area of the Premises shall absolutely lapse and the
Lessee shall have no further right to the exercise thereof nor shall
it have any right in relation to the area comprised within the Option.
4.2 In addition to the foregoing, the Company hereby grants to the Lessee
a right of first refusal to lease a further specific area of
approximately 500 square metres in extent on the second floor of the
Building as marked in green on the Drawing Annex A to this Agreement
(hereinafter : "the Additional Area"). The right of first refusal
shall be in force with effect from the date of signature of this
Agreement until 3 (three) months shall have elapsed from the Delivery
Date of possession as set forth in paragraph 11.1 hereunder, to which
the provisions of paragraph 52 hereunder, shall be applicable.
Notwithstanding the aforesaid provisions of this sub-paragraph, it is
hereby agreed that for the entire period of the availability of the
right of first refusal as aforesaid, the Company, and it alone, shall
retain the right to give notice from time to time to the Lessee, in
its sole discretion, as to the transfer of such right of refusal so
that such right shall apply to another specific area of 500 square
metres on the second floor of the Building, which the Company shall
define for the Lessee at the time of the notice as aforesaid and which
shall constitute from the date of such notice as aforesaid the
Additional Area as defined above, provided that if after all the areas
on the second floor of the Building have been let or sold and only the
last area of 500 square meters remains on the second floor of the
Building, then the right of refusal shall apply to such last area of
500 square meters on the second floor of the Building, and it is
understood that the right of transfer of such area as set out above
shall not be available to the Company.
4.3 It is hereby clarified that so long as a right of first refusal as
aforesaid is available to the Lessee with respect to 500 square meters
on the second floor of the Building (during the course of the period
of the aforesaid right), the Company, and it alone, shall have the
right and sole discretion to give notice to the Lessee as to the
transfer of such right to an alternative area on the second floor of
the Building as set forth above, and the Lessee shall in relation
thereto not have any claim, demand or right against the Company and/or
any third party. It is further clarified for the avoidance of doubt
that so long as the Company shall not have
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give notice to the Lessee as to the transfer of the right of refusal
to an alternative area on the second floor of the Building as set
forth above, no right of any kind shall be available to the Lessee in
relation to any areas whatsoever on the second floor of the Building
save for the Additional Area as set forth above.
4.4 Should the right of first refusal be exercised, the conditions which
were offered to the Lessee, and which were accepted by it for the
purpose of the exercise of a right of first refusal, shall be
applicable to the Additional Area, as set forth in paragraph 52
hereunder (hereinafter: "the Right of First Refusal Conditions").
Furthermore, all the provisions of this Agreement shall be applicable,
mutatis mutandis, to the Additional Area, and in any contradiction
between the provisions of this Agreement and the Right of First
Refusal Conditions, the Right of First Refusal Conditions shall be
applicable.
5. Lease of Parking
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Covered Parking
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5.1 The Company hereby lets to the Lessee, and the Lessee hereby leases
from the Company, for the Lease Period as set forth in paragraph 7
hereunder, areas constituting 25 covered parking bays for private
motor vehicles on the underground basement level in the Building, as
marked on the Drawing (Annex A) in yellow (hereinafter : "the Covered
Parking Bays").
In consideration for the Covered Parking Bays as aforesaid the Lessee
shall pay a rental to the Company the sum of $ 70 per month for each
parking bay, in addition to value added tax as required by law.
5.2 The Lessee shall be entitled to give notice to the Company from time
to time, at any time during the course of the Lease Period as set
forth in paragraph 7 hereunder, that it wishes to increase the number
of Covered Parking Bays allocated for its use, by way of giving 30
days prior written notice thereof to the Company. Such notice shall
set forth the number of additional Covered Parking Bays which the
Lessee seeks to lease. In any event the overall number of Covered
Parking Bays which may be let to the Lessee shall not exceed one
Covered Parking Bay for every 20 square metres of the Area of the
Premises as set forth in paragraph 3 above, including those areas
leased following the exercise of the Option.
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Should notice as aforesaid be delivered to the Company, the Company
shall allocate to the Lessee, within 30 days from the date of delivery
of notice, additional Covered Parking Bays in the number specified in
such notice, based on the key set forth above.
The Lessee shall pay the Company for the lease of the additional
Covered Parking Bays the rental with respect to Covered Parking Bays
as set forth in paragraph 5.1 above.
It is hereby clarified that the Company shall be entitled to allocate
additional Covered Parking Bays to the Lessee wherever it shall deem
fit, according to its needs and in its sole discretion, and the Lessee
shall have no inherent right of procurement and to receive additional
Covered Parking Bays in any such specific or other location.
It is agreed that in any event the number of Covered Parking Bays
which may be let to the Lessee shall not exceed one Covered Parking
Bay for every 20 square metres of the Area of the Premises.
For the avoidance of doubt, it is stipulated that Covered Parking Bays
allocated under this Agreement shall be marked and are fixed and the
Company shall not change them same save with the consent of the
Lessee.
5.3 The Lessee shall be entitled to notify the Company once a year with
effect from the Delivery Date of possession of the Premises, as set
forth in paragraph 11.1 hereunder upon 3 months prior written notice,
that it wishes to subtract 10 Covered Parking Bays from the parking
facilities used by it.
The choice and determination of the Parking Bays to be subtracted as
aforesaid, shall be made in accordance with the Company's needs and as
far as possible having regard to the needs of the Lessee.
Non Covered Parking
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5.4 In addition to the Covered Parking Bays as aforesaid, the Company
shall let 45 non-covered parking bays in the Park to the Lessee for
private motor vehicles (hereinafter : "Open Parking Bays").
In consideration for the Open Parking Bays as aforesaid the Lessee
shall pay a rental to the Company in the sum of $ 45 per month for
each
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parking bay, together with value added tax as applicable.
The Company shall let the Open Parking Bays as aforesaid to the Lessee
for a period of 24 months, commencing on the Delivery Date as defined
in paragraph 11.1 hereunder. After the expiration of the period of 24
months as aforesaid, possession the Open Parking Bays shall be
restored to the Company and the Lessee shall not be entitled to
further use thereof. Upon restoration of the Open Parking, Covered
Parking shall be let to the Lessee and from the date of the lease of
the Covered Parking as aforesaid in substitution for the Open Parking
Bays, all the provisions of paragraphs 5.1 and 5.2 above shall be
applicable to such Covered Parking, including those with respect to
the rental as consideration for such Covered Parking. In regard to all
the foregoing, it is hereby clarified that in relation to the Covered
Parking which is let in substitution for the non covered parking, the
provision that in any event the number of Covered Parking Bays which
may be let to the Lessee shall not exceed one parking bay for each 20
square metres of the Area of the Premises, shall be applicable.
It is hereby agreed and stipulated that the Company shall be entitled
to allocate the Open Parking Bays to the Lessee wherever in the Park's
parking areas it shall deem fit and the Lessee shall have no inherent
right to any specific or other location. Furthermore the Company shall
be entitled to change from time to time the location of the Open
Parking Bays in its sole discretion and in accordance with its needs,
by giving prior written notice thereof to the Lessee.
5.5 Upon the expiration of the lease of the Premises pursuant to this
Agreement for any reason whatsoever, the lease of all Parking Bays of
every kind as let to the Lessee at the same time, shall also be
terminated.
5.6 For the avoidance of doubt, it is hereby stipulated that the Lessee
shall not be required to be liable for compulsory payments, municipal
rates and taxes with respect to any non covered parking,
6. Purpose of the Lease
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The sole purpose of the lease is the conduct of a business and laboratory
in the fields of electronics, video and communication and the storage of
the Company's stocks only.
The Lessee hereby expressly undertakes not to use the Premises or any part
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thereof for the whole of the Lease Period for any purpose whatsoever save
for the purpose set forth in this paragraph.
7. Lease Period
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7.1 The lease under this Agreement shall be for a period of 60 months,
commencing on the Delivery Date of possession to the Lessee, within
the meaning attributed to this term in paragraph 11.1 hereunder
(hereunder: "the Lease Period").
7.2 The Lessee is hereby granted the right to extend the Lease Period for
a further period of 30 months (hereinafter : "the First Additional
Lease Period"), only on prior written notice to the Company not less
than 6 months prior to the expiration of the Lease Period, and
subject to the fulfilment of the provisions hereunder :
7.2.1 The Lessee has complied with all its obligations under this
Agreement in their entirety and on their due date.
Notwithstanding the foregoing, it is agreed that a delay of 14
days in the fulfilment of any particular provision under this
Agreement shall not in itself prejudice the right of the
Lessee to an extension of the Lease Period under this
paragraph 7.2.
7.2.2 In relation to the First Additional Lease Period, all the
provisions of this Agreement shall mutatis mutandis apply save
for the matter of rental, in regard to which the provisions of
paragraph 13.2 hereunder shall be applicable and save for the
right of extension of the Lease Period as set forth in this
paragraph 7.2.
7.3 The Lessee is hereby granted the right to extend the Lease Period
subsequent to its extension for the First Additional Lease Period,
for a second additional period of a further 30 months (hereinafter :
"the Second Additional Lease Period"), with respect to which all the
provisions relating to the First Additional Lease Period as set forth
in paragraph 7.2 above shall apply mutatis mutandis, including the
conditions to which the right to extend the Lease Period for the
First Additional Lease Period is subject.
It is recorded that after exercise of the Second Additional Lease
Period right, the Lessee shall not be granted a further right of
extension of the
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Lease Period.
7.4 For the avoidance of doubt, it is hereby stipulated that the
provisions of this Agreement in relation to the Lease Period and/or
the First or Second Additional Lease Period and this expiration, as
set forth above, shall be applicable to all the Areas of the Premises
including those areas which are the subject of the Option and/or of
the right of first refusal.
8. Non Application of Tenants Protection Laws
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It is hereby agreed between the parties as follows :
8.1 Neither the lease, the Lessee nor the Premises are protected under the
Tenants Protection Law and/or under the provisions of any other law,
whether in existence or which may be enacted in the future - which
protects in any manner whatsoever - a lessee or occupier, and the
aforesaid laws, the amendments thereof and regulations and/or orders
which have been and/or may be promulgated by virtue thereof do not nor
shall be applicable to the lease and to the Lessee under this
Agreement.
8.2 The structure is a new building the construction of which was
completed after 1971 and hence on 20th August 1968 no occupier had
been entitled to occupation of the Premises; the Premises constitute a
new property within the meaning attributed to this term in section 14
(a) of the Tenants Protection Law and the Lessee has not been
requested to pay nor has it paid key money or any other payments to
the Company capable of being regarded as key money.
8.3 Since neither the Premises nor the lease under this Agreement are
protected by virtue of the Tenants Protection Law, at the time of the
vacating of the Premises - whether as a result of the expiration of
the Lease Period or as a result of its discontinuance for any other
reason whatsoever - the Lessee shall not be entitled to receive from
the Company and/or from any other entity any consideration whatsoever
for such vacating either as key money, as payment for additions and
improvements or for any other reason.
9. Management Agreement
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In conjunction with this Lease Agreement and as an integral part hereof,
the Lessee shall enter into the Management Agreement attached to this Lease
Agreement as Annex B (hereinabove and hereinafter : "the Management
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Agreement").
Second Section - Delivery of Possession
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10. The Technical Specification
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The Company shall erect the Premises in accordance with the Technical
Specification attached as Annex C to this Agreement.
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11. Delivery of Possession of the Premises
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11.1 The Company shall deliver possession of the Premises to the Lessee,
suitable for use and constructed as stipulated in this Agreement in
accordance with the Technical Specification (Annex C), on 1st April
2000 (hereinafter : "the Delivery Date"). Notwithstanding the
foregoing, the Lessee shall have the right to request the Company to
advance the Delivery Date by giving 4 months prior written notice.
Should the Lessee have given notice as aforesaid of its desire to
advance the Delivery Date, delivery shall be effected within 4 months
from the date of such aforesaid notice having been given. The
Company's aforesaid obligation shall be conditional upon the Lessee
for its part having fulfilled all such obligations as it is required
so to fulfil under the provisions of this Agreement prior to
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obtaining possession of the Premises.
It is recorded that the Premises shall be regarded as suitable for
delivery to the Lessee as set forth in this paragraph 11.1 once they
are suitable for use, constructed in accordance with the Technical
Specification, permanently connected to the water and electricity
systems, capable of being connected to the Bezeq network and there is
reasonable and safe access to the Building and to the Premises, both
for the passage of pedestrians and for transit of private motor
vehicles to parking areas.
11.2 Notwithstanding the provisions of sub-paragraph 11.1 above, it is
hereby agreed that in relation to the areas comprised within the
Premises located on the third floor of the Building, the Company shall
be entitled to effect delivery at an earlier date, after it shall have
given not less than 28 days prior written notice thereof to the
Lessee, but in any event not
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before 3/rd/ October 1999. Should the Company have given notice as to
the advance of the Delivery Date as aforesaid, the Lessee undertakes
to accept the aforesaid areas and all the provisions of this Agreement
shall be applicable with respect thereto.
11.3 The Company undertakes to give not less than 28 days advance notice
and prior to the Delivery Date in regard to :
11.3.1 The dates for the inspection of the condition of the Premises.
11.3.2 The Delivery Date of possession of the Premises.
11.3.3 The date on which the Lessee is given the right to enter upon
the Premises for the purpose of carrying out the necessary
works for the Lessee for the purpose of its entry into the
Premises.
11.4 The Company undertakes that not less than 14 (fourteen) days prior to
delivery of possession of the Premises, it shall complete the laying
of the carpets in the Premises.
11.5 The Lessee undertakes to attend at the Premises on the date of the
inspection of the Premises, at a time to be determined by the Company
as set out in paragraph 11.3 above, to examine the Premises and to
verify to the Company the condition of the Premises and its conformity
with the Technical Specification, in a protocol as prescribed in
paragraph 11.10 hereunder.
11.6 In addition to the provisions of sub-paragraph 11.5 above, the Lessee
shall be obliged to attend at the Premises on the Delivery Date in
order to accept possession of the Premises, and the signature by both
parties on the protocol of the delivery of the Premises shall
constitute proof of delivery of possession.
11.7 Should the construction of the Premises be completed and the Lessee
fail to appear to accept possession of the Premises on the date
prescribed by the Company as set forth in paragraph 11.6 above, or
should it appear and refuse to accept possession of the Premises, the
Company shall again invite it to appear on a further date scheduled
for 7 days from the date of dispatch of the invitation. Should the
Lessee fail to appear to accept possession of the Premises or refuse
to accept possession of the Premises on such postponed date, this date
shall be regarded as the Delivery Date for all intents and purposes
relating to the Lessee's obligations under this Agreement, including,
and without derogating
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19
from the generality of the foregoing, effecting payments (including
those by virtue of the Management Agreement), responsibility for the
condition of the Premises, for the maintenance and preservation
thereof and liability for all the costs, taxes and levies flowing from
possession of the Premises.
11.8 It is recorded that the Lessee shall not undertake any work on the
Premises, nor shall it install any fixture nor introduce any movables
onto the Premises so long as it shall not have completed the procedure
for inspection of the Premises as laid down in paragraphs 11.5 and
11.6 above.
11.9 For the avoidance of doubt it is hereby stipulated that prior to
delivery of possession of the Premises to the Lessee, at any time that
the Lessee may be on the Premises including its presence within the
framework of carrying out works under paragraph 11.3.3, it shall be
regarded as an invitee only without any right of possession
whatsoever.
11.10 On the date of the inspection of the Premises as set forth in
paragraphs and 11.5 above, a protocol of the inspection of the
Premises shall be prepared which shall be recorded by a representative
of the Company or by a person acting on its behalf and which shall be
signed by both parties. The Lessee shall confirm that it has seen and
inspected the Premises and that the construction thereof conforms to
the Technical Specification. Should the Lessee be of the opinion that
the Premises are not in conformity with the Technical Specification
and/or that any works have not been completed and/or have not been
carried out as agreed, it shall itemise its objections in the protocol
of the inspection of the Premises.
11.11 Should the Lessee indicate in the protocol of the inspection of the
Premises that the condition of the Premises is not, in its opinion, in
conformity with the Technical Specification, the Supervisor shall
investigate its claims within 7 days and should it be found that there
is substance in such claims, or in any part thereof, the Company shall
attend to the remedy thereof as soon as possible. It is agreed that
repairs and/or non conformities with the Technical Specification which
are not sufficient to prevent the reasonable use of the Premises by
the Lessee, and which have been indicated in the protocol of the
inspection of the Premises, shall not constitute grounds for the
postponement of the Delivery Date.
<PAGE>
20
11.12 As soon as may be after the date of the inspection of the Premises
and at such time as is prescribed under paragraph 11.3 above, the
Lessee shall accept possession of the Premises. The receipt of the
keys of the Premises by the Lessee and its signature of the protocol
of the delivery of the Premises shall constitute proof that the Lessee
has received the Premises finished and completed in accordance with
this Agreement and that save for those matters itemised in the
protocol of the inspection of the Premises, if any, and that it has no
claim or demand against the Company in connection therewith.
12. Postponement of the Delivery Date
---------------------------------
12.1 Should as a result of factors which are not dependant on the Company
or over which the Company has no control or should as a result of
force majeure, any interruption in construction take place, or should
there be any delay in the completion of the Premises, the date on
which the Company is obliged to complete the construction of the
Premises shall be postponed for the period of time reasonably
necessitated by such interruption or delay as aforesaid, provided that
the Company shall have taken reasonable steps in good time in order to
prevent or reduce the delay in the delivery of the Premises as a
result of one of the foregoing causes, including consultation with the
Lessee's representative.
For the avoidance of doubt, it is hereby expressly declared that any
extension determined under this paragraph shall not entitle the Lessee
to any rebate in rental or to the payment of compensation and/or any
expenses whatsoever. However, should the aforesaid interruption and/or
delay continue for 6 months, the Lessee shall be entitled to be
released from its obligations under this Agreement, on dispatch of 30
days advance written notice of cancellation. Should the Lessee cancel
this Agreement in pursuant to this sub-paragraph 12.1 and in the
circumstances described in this sub-paragraph, the parties shall
relinquish the contractual arrangements between them without either
party having any claim, cause of action, demand or such like against
the other in connection with the cancellation of the Agreement.
12.2 Notwithstanding any provisions contained in this Agreement, a delay in
<PAGE>
21
the completion of the Premises and delivery thereof to the Lessee not
exceeding 14 days, as well as any delay arising from the causes
enumerated in paragraph 12.1 above, shall not constitute a breach of
the Company's obligations under this Agreement and shall not entitle
the Lessee to any remedy whatsoever.
12.3 Any delay in effecting delivery other than in pursuance of paragraphs
12.1 and/or 12.2 above shall entitle the Lessee to agreed compensation
of $ 650 for each day of delay.
12.4 It is hereby agreed and recorded that the Delivery Date of possession
of the Premises to the Lessee as set forth in paragraph 11.1 above is
determined by the parties having regard to and on the basis of the
Technical Specification and of the works involved in the completion of
the Premises in accordance therewith. Accordingly, in any instance of
substantial changes to be made to the Technical Specification at any
time after signature of this Agreement, the Delivery Date shall be
postponed for a period of time reasonably necessitated by such changes
to the Technical Specification.
For the avoidance of doubt it is clarified that changes to the
Technical Specification may be made only at the request of the Lessee
on prior written notice to the Company and with its approval.
Third Section - the Consideration
---------------------------------
13. The Basic Rental
----------------
The parties hereby agree as follows :
13.1 The rental payable by the Lessee to the Company shall be an amount in
new Israeli shekels equivalent to $ 13.30 (thirteen United States
dollars and thirty cents) per month for each square meter of the Area
of the Premises, in accordance with the manner of computation of the
area thereof as set forth above (hereinafter : "the Rental Fee").
The Lessee shall be entitled to give written notice to the Company, by
_________ as to its wish to subtract certain items from those
<PAGE>
22
components of the Technical Specification which are in addition to and
beyond the standard specification as applied by the Company and which
had been included in the Technical Specification by agreement between
the parties, by detailing the number of the subtracted items
(hereinafter : "the Subtraction from the Technical Specification"),
provided that the subtraction of these items from the Technical
Specification is feasible from a technical - implementation aspect,
and does not prejudice the normal course of completion of the
Premises.
Should the Lessee give notice of its wish to subtract from the
Technical Specification as aforesaid, the Company's Engineer shall
determine, in consultation with the Lessee's architect the monetary
value of the aforesaid subtraction. Should the Company's Engineer and
the Lessee's architect fail to reach agreement as regards the monetary
value of the aforesaid subtraction within 14 days from the date of
notification by the Lessee as to its wish to subtract from the
Technical Specification, the parties shall appoint an referee by
consensus who shall adjudicate within 7 days of referral by either
party on the monetary value of the aforesaid subtraction.
Should items to the overall value of $10,000 (ten thousand United
States dollars) be subtracted from the Technical Specification, the
Rental Fee shall be reduced by an amount in new Israeli shekels equal
to $0.04 (four United States cents) for every square metre of the Area
of the Premises. For example, should items to the overall value of
$20,000 (twenty thousand United States dollars) be subtracted from the
Technical Specification, the Rental Fee payable by the Lessee to the
Company shall be an amount in new Israel shekels equal to $13.22
(thirteen United States dollars and twenty two cents) per month for
every square metre of the Area of the Premises, in accordance with the
manner of computation of the Area thereof as set forth above.
The Rental Fee shall be paid by the Lessee to the Company in its
shekel value in accordance with the representative rate of exchange of
the United States dollar on the date of signature of this Agreement
together with differentials linked to the Index as set forth hereunder
with effect from the date of signature of this Agreement to the actual
date of effecting each of the Rental Fee payments.
The component of the differentials linked to the Index comprised
within the Rental Fee as aforesaid, shall be computed in accordance
with the following definitions :
<PAGE>
23
The Base Index : The Index as published on 15th April 1999 and
-------------- standing at 163.9497 points.
The New Index : The latest Index as published from time to
------------- time prior to the date prescribed in this
Agreement for effecting payment of the Rental
Fee.
Linkage Differentials : The difference between the New Index and the
--------------------- Base Index, divided by the Base Index and
multiplied by the Rental Fee at the above
rate.
13.2 Should the Lessee exercise its right as set forth in paragraph 7.2
above to extend the Lease Period for the First Additional Lease
Period, a Rental Fee 7% higher than the last Rental Fee payable during
the Lease Period shall be due with respect to the Additional Lease
Period, and all the remaining conditions set out above shall apply in
connection therewith, mutatis mutandis.
13.3 Should the Lessee exercise its right as set forth in paragraph 7.3
above to extend the Lease Period for the Second Additional Lease
Period, a rental 5% higher than the last Rental payable during the
First Additional Lease Period shall be due with respect to the First
Additional Lease Period, and all the remaining conditions set out
above shall apply in connection therewith, mutatis mutandis.
14. Manner of Payment of the Rental Fee
-----------------------------------
14.1 The Lessee shall pay to the Company on the first day of the first
month of each quarter (3 months) during the Lease Period, the Rental
Fee for the Premises and the Rental Fee for the parking for that
quarter, with effect from the Delivery Date of possession of the
Premises as set forth in paragraph 11 above.
14.2 The Lessee shall be responsible for value added tax on the aforesaid
Rental Fee payments and shall pay the amount of value added tax to the
Company on 15/th/of the month of each quarter as set forth in
paragraph 14.1 above, against receipt of an appropriate tax invoice, 7
(seven) days prior to 15/th/of the month as aforesaid.
<PAGE>
24
14.3 Should the Delivery Date of possession not occur on the date
prescribed therefor in this Agreement, then the Lessee shall pay the
Rental Fee for the period up to the commencement of the quarter
following the Delivery Date of possession, and from the date of
commencement of the following quarter as aforesaid and thereafter the
provisions contained in paragraph 14.1 shall be applicable.
15. Mortgage of the Company's Rights under this Agreement to the Bank
-----------------------------------------------------------------
The Company is mortgaging and assigning to Bank Hapoalim Ltd. (hereinafter :
"the Bank"), in an assignment by way of mortgage, all its rights vis a vis
the Lessee under this Agreement, and hereby furnishes the Lessee with an
irrevocable instruction to pay the Rental and all other amounts due and to
become due to it by the Lessee under this Agreement into a special account
numbered 421006 at the Balfour Branch (Branch No. 527) of the Bank.
Signature by the Lessee of the Lease Agreement constitutes an undertaken on
its part in favour of the Bank to act as aforesaid. In accordance therewith,
the Lessee hereby undertakes that the payments for which it is liable under
the provisions of this Agreement shall be paid into the aforesaid special
account. The Lessee shall continue to pay the Rental to the Bank as set out
above for so long as it shall not have received written notice otherwise in
this regard from the Company.
The Lessee shall not be responsible or be liable to the Company and/or to
the Bank in any matter relating to the aforesaid mortgage, save for its
express obligation towards the Company and the Bank, to remit the Rental Fee
for the Premises, as set out in this Agreement, to the Bank into the special
account as aforesaid.
Fourth Section - Additional Payments Due by the Lessee
------------------------------------------------------
16. Liability for Payment thereof
-----------------------------
In addition to the Rental Fee which the Lessee is obliged to pay to the
Company under this Agreement, the Lessee hereby undertakes to pay to the
competent authorities and/or to the Company the amounts set forth hereunder
in this section.
17. Taxes
-----
<PAGE>
25
The Lessee hereby undertakes to pay to the governmental and municipal
authorities :
17.1 All such duties, levies, rates, taxes and other compulsory payments,
both governmental and municipal, as are imposed and/or which may be
imposed in the future on a lessee and/or occupier of the Premises,
whether with respect to the Premises themselves, or arising from the
use thereof, as well as with respect to the Covered Parking Bays
leased by the Lessee under this Agreement and arising from the use
thereof.
17.2 All such duties, levies, rates, taxes and other compulsory payments,
both governmental and municipal, as are imposed and/or which might be
imposed in the future on the business conducted by the Lessee on the
Premises, including - but without derogating from the generality of
the foregoing - business licence fees, sign tax, business tax and the
like.
17.3 The Company shall have the right to demand and to obtain from the
Lessee, in advance, all payments with respect to municipal taxes and
other compulsory taxes as set forth above, for the purpose of the
remittance of payments to the authorities on due date, provided that
the Company shall have conveyed to the Lessee the appropriate demand
for payment.
18. Telephone, Electricity, Water and Maintenance
---------------------------------------------
18.1 The Lessee shall pay all costs relating to the use of a telephone
direct to the communications service provider, in accordance with the
reading on a meter which the communications service provider shall
install on the Premises. It is hereby clarified that no cost
whatsoever shall be occasioned to the Lessee for the installation of
the foregoing meter, and such cost, if any, shall be borne by the
Company.
18.2 The Lessee shall pay to the Company :
(a) The costs of water consumption on the Premises in accordance with
the reading on a meter which the Company shall install on the
Premises, the operation of which is the measurement of water
consumption only on the Premises. It is hereby recorded that no
cost whatsoever shall be occasioned to the Lessee for the
installation of the foregoing meter, and such cost, if any, shall
be borne by the Company.
(b) The cost of electricity consumption in accordance with the
<PAGE>
26
reading on a separate meter which the Company shall install on
the Premises, the operation of which is the measurement of
electricity consumption only on the Premises. It is hereby
clarified that no cost whatsoever shall be occasioned to the
Lessee for the installation of the foregoing meter, and such
cost, if any, shall be borne by the Company.
(c) The costs and payments set forth in the Management Agreement.
Fifth Section - Obligations of the Parties
------------------------------------------
Obligations of the Lessee
-------------------------
19. Lessee's Obligation to Effect Payments
--------------------------------------
The Lessee is obliged to pay to the Company the whole of the Rental Fee and
all other payments which it undertook to pay in pursuant to this Agreement,
irrespective of whether or not the Premises are being used, whatever the
reason for such non use of the Premises may be, save if the Lease Period has
duly expired. The Lessee shall not be entitled to and shall be precluded
from raising any claim against its absolute obligation to pay Rental Fees to
the Company in accordance with this Lease Agreement.
20. Limitation on the Use of the Premises
-------------------------------------
20.1 The Lessee shall not be entitled to install dining halls, kitchens and
such like on the Premises unless it shall have obtained prior written
approval therefor from the Company, and should such aforesaid approval
be given, it shall be obliged to act only in accordance with such
conditions as shall be prescribed - to the extent so prescribed - in
the aforesaid approval.
Notwithstanding the foregoing, the Lessee shall be entitled to install
on each floor of the Premises a kitchenette in the area marked in the
colour _______ on the Drawing attached as Annex A to this Contract.
20.2 It is hereby expressly agreed that the Lessee shall not be entitled to
grant and to confer rights for the placement of automatic food and
beverages vending machines on the Premises, unless it shall have
obtained prior written approval therefor from the Company.
21. Signs
-----
<PAGE>
27
21.1 The Lessee shall not erect signs on the Premises save on the authority
of the Company furnished in writing. For the avoidance of doubt, it is
hereby stipulated that the obligation and responsibility for
obtaining a sign licence from the authority authorised thereto under
any law is imposed on the Lessee as well as to pay any duty and/or
levy which is payable under any law to the competent authorities. In
the event of the erection of an illuminated sign, the Lessee shall be
obliged to install an electricity connection at its cost and to bear
the cost of the supply of electricity to such sign. In any event the
Lessee may not erect signs on the Premises prior to receipt of a
licence under any law for the installation thereof as aforesaid.
21.2 The Lessee's signs shall be affixed only with the consent of the
building designer acting on behalf of the Company and with his
approval. The Company shall be entitled to prescribe the form of the
sign and the size thereof, and the Lessee shall be obliged to install
such sign in accordance with such determination by the Company.
21.3 The Company shall be entitled to remove at the expense of the Lessee
any sign erected by it in breach of the provisions of this paragraph.
21.4 The Lessee declares that it has no objection to and that it agrees
that the Company shall be entitled at its discretion to erect the
Company's signs and/or those of the company Azorim Investments Ltd.
and/or the company Azorim Properties Ltd. on the roof of the Building.
Furthermore, it is agreed that the Company shall be entitled to attach
a sign to the walls of the Building which includes the name of the
Company.
21.5 The Lessee declares that it has no objection to and that it agrees
that other lessees and/or occupiers in the Building may erect signage
on their behalf on the roof of the Building and/or on the external
walls thereof, subject to the directions of the Company and to such
conditions as are prescribed by it and with its prior approval,
provided that there shall be no signs of an advertising nature only.
21.6 It is hereby clarified that the signs on the Building, including the
signage in the lobby of the Building, shall be uniform and the
Company, in its sole discretion, may determine the location of the
placement of such sign, their form and the materials from which they
are made. The Lessee shall be referred by the Company to the
manufacturer / contractor who is to carry out the signs on the
Building for the purpose of ordering signs
<PAGE>
28
for the Lessee's purposes.
The Lessee undertakes not to undertake installation of any sign,
including any within the Building, contrary to the foregoing.
22. Service Lifts
-------------
22.1 The Lessee hereby declares that it is aware that one of the lifts on
the Premises is also to be used for the haulage of loads. The Lessee
hereby undertakes to inform any entity due to deliver loads of any
kind and nature whatsoever to it that it is obliged to do so by means
of the aforesaid lift.
22.2 The Company hereby undertakes to effect the modification the controls
in the aforesaid lift so that employees of the Lessee and/or any
person on its behalf who is supplied with a suitable key, may make
sole use of this lift for the purpose of haulage of loads and goods to
the Premises only, for a period of time not exceeding 15 (fifteen)
protocols at any time, and subject to the technical limitation of the
lift and the manufacturer's instructions regarding the haulage of
loads and goods.
23. Observance of Laws
------------------
The parties shall comply with the provisions of any law relating to the
Premises and the use thereof. Generally, the Lessee undertakes to comply
with all the laws, regulations and by-laws and requirements of any competent
authority applicable and/or which may be applicable to the Premises during
the Lease Period, concerning the use thereof and relating to the Lessee's
business and operations of every nature on the Premises.
24. Sewage
------
The Lessee hereby undertakes not to discharge into the sewage network, or to
cause to discharge into it any waste which, from the aspect of its
properties, is incompatible with any directives of the Ministry of Health on
that subject.
25. Prohibition against the Installation of Air Conditioners
--------------------------------------------------------
For the avoidance of doubt, it is hereby expressly clarified that the Lessee
shall not be entitled to install air conditioners in the walls and/or in the
windows of the Premises.
26. Limitation on the Use of the Remainder of the Building Structure
----------------------------------------------------------------
<PAGE>
29
The Lessee hereby undertakes not to keep any materials, tools, equipment,
products, stocks and any other movable property outside the Premises and it
shall not be entitled to use any area and/or any part of the Building other
than the Premises for any purpose whatsoever, save for the use of the modes
of access to the Premises.
It is hereby agreed as follows :
26.1 Should notwithstanding the provisions of this paragraph any movable
property whatsoever belonging to the Lessee be found outside the
Premises and should it fail to remove the same upon the Company's
first demand, the Company shall be entitled - but not obliged - to
remove such movable property from the Building and/or from the Park at
the Lessee's expense, without its bearing any responsible for their
remaining intact.
26.2 The non exercise by the Company of its rights under sub-paragraph 26.1
above shall not be construed as any assent on its part to the
aforesaid movable property remaining outside the Premises, nor as
conferring on the Lessee any right to continue to keep such movable
property there, nor as precluding the Company from taking any
proceedings to which it is entitled by law and/or under the conditions
of this Agreement.
27. Public Areas and Common Property
--------------------------------
27.1 It is hereby agreed and declared that the public areas and the common
property in the Park (as determined solely by the Company) including
roads, pavements, gardens, lawns and so forth, and the public areas
and common property within the Building, including roofs, shelters,
basements, the entrances and the lobby of the Building and such like,
shall pass into the sole possession of the Company and the Lessee
shall have no rights of any kind in relation to the aforesaid areas.
27.2 The Lessee shall not be entitled to make any use whatsoever of the
public areas in the Park and/or within the Building and/or in those
areas which are outside the Premises, other that for the purpose for
which such public areas were intended.
27.3 (a) The meaning of the common property is - as defined in
paragraph 2.1 of the Management Agreement (Annex B).
<PAGE>
30
(b) The Lessee shall be entitled to make use of the common property
only in accordance with the purposes and/or designations and/or
uses for which such common property is intended. The Company
shall be entitled from time to time, in its sole discretion, to
allow any third party the use of one or another part of the
common property for such purposes as shall be determined by it,
provided that in so doing there shall be no prejudice to the use
by the Lessee of the Premises pursuant to this Agreement.
(c) For the avoidance of doubt, the Lessee hereby declares that it is
aware that it shall be entitled to make use of the common
property areas only in accordance with the provisions of any law
and of this Agreement.
28. Cleanliness, Preservation and Repair of the Premises
----------------------------------------------------
28.1 The Lessee hereby undertakes to use the Premises in a prudent and
reasonable manner, to keep the Premises, the Building and the Park
clean and to prevent any damage and/or deterioration of the Premises
and the Building (save for deterioration caused as a result of wear
arising from ordinary and reasonable use). Without derogating from the
generality of the foregoing, the Lessee undertakes that it shall
remove any waste from the Premises and see to the disposal by it
and/or by its employees and/or any person acting on its behalf of such
waste only in places designated therefor within the area of the Park.
28.2 The Lessee shall be obliged to repair, immediately and at its expense,
any damage and/or deterioration caused to the Premises and/or the
Building by it and/or by its employees and/or by its users and/or by
any person acting on its behalf, save for deterioration caused as a
result of wear arising from ordinary and reasonable use and save for
repairs the obligation for the repair of which rests with the Company,
such as construction flaws during the inspection period.
28.3 Should the Lessee fail to effect any repair for which it is liable by
virtue of the provisions of sub-paragraph 28.2 above, the Company
shall be entitled - but not obliged - to effect the aforesaid repair
at the Lessee's expense, and the Lessee shall be obliged to refund to
the Company the entire amount which had been expended by it in
effecting such repair together with interest and linkage at the rate
specified in sub-paragraph 43.1, or where the linkage differentials
and interest are reckoned from the date of disbursement of the monies
by the Company until the actual
<PAGE>
31
refund thereof to it.
29. Preservation of the Premises, Alterations to the Premises, Shed
---------------------------------------------------------------
29.1 The Lessee hereby undertakes not to prepare nor to carry out on the
Premises or in any part thereof, in its systems and in its
installations, any alterations and/or additions and/or improvements
and/or construction works of any scope or nature (hereinafter : "the
Additions") without having obtained prior written approval therefor
from the Company, save for carrying out acts and works under
paragraphs 11.3.3 and 28.2 above. The Company shall be entitled - but
not obliged, at its sole discretion - to approve the aforesaid works
or any part thereof and to stipulate the execution thereof on
specified conditions, including the matter of insurance of such works
and the execution thereof, and in accordance with a specification and
measurements to be furnished by the Lessee and approved by the
Company, and as to the manner of execution with minimum interference,
if any, to other occupiers of the Building and/or of the Park.
29.2 (a) Should the Lessee request to make use of the walls of the
Premises and/or the ceilings and roof systems of the Premises
and/or the Building and/or other components of the Premises for
the purpose of the affixing or loading of installations and/or
items of any nature whatsoever, of considerable weight and which
might be injurious thereto, the Lessee shall be obliged to obtain
the Company's written consent prior to such aforesaid execution.
(b) The Lessee shall be entitled to remove any Addition effected to
the Premises in accordance with the foregoing provisions,
provided that it reinstates the Premises to their former
condition. The Lessee shall be entitled to leave the Addition on
the Premises. Should the Addition be left on the Premises, the
Addition shall become the property of the Company without any
consideration whatsoever being furnished by the Company.
(c) The Company shall be entitled to remove or demolish any Addition
effected by the Lessee without its consent, or to reinstate the
Premises to their former condition and the Lessee shall be
responsible for any expense occasioned to the Company in
connection therewith.
(d) Notwithstanding the provisions of this paragraph, the Lessee
shall
<PAGE>
32
be entitled at any time up to the expiration of the Lease Period,
to dismantle any Addition installed on the Premises with the
consent of the Company and to deal therewith, after the
dismantling thereof, as owner subject to the Lessee not causing
any damage to the Premises by the dismantling of the Addition.
Generally, it is recorded that any Additions which are
permanently affixed to the Premises shall not be dismantled
notwithstanding the foregoing, unless the prior written consent
of the Company shall have been obtained.
29.3 (a) The Lessee declares and acknowledges that it is aware that the
erection of an Addition (galleries and/or sheds) on the Premises,
should this be possible in accordance with the applicable Urban
Building Scheme in connection with the Land and/or the Building,
is subject to a building permit being obtained from the relevant
planning authorities.
A gallery in this regard means - the addition of a floor to an
area of the Premises, built within space on the Premises, between
the floor and ceiling.
(b) Should the Lessee apply to erect an Addition on the Premises and
receive the Company's consent thereto, it shall be obliged to
obtain an appropriate building permit for the purpose of the
erection of the Addition, and to bear the permit fee and/or any
other amounts payable to the Israel Lands Administration as well
as all such levies and duties as are required to be paid to the
Israel Lands Administration and/or to the local committee and/or
local authority as a condition for the receipt of a building
permit, without in so doing any liability whatsoever being
imposed on the Company, whether a planning liability or any other
liability.
Subject to the foregoing, any plan for the erection of an
Addition shall be submitted in the first instance for approval by
the Company and the Company shall be entitled to refuse to
approve the aforesaid plan so submitted, should it be of the
opinion that the approval of the aforesaid plan could jeopardise
any of its building rights or any other of its rights.
<PAGE>
33
29.4 Should the Company be liable for the payment of a betterment levy
arising out of the erection of an Addition and/or a shed and/or
through the Lessee - irrespective of whether or not the Company's
consent has been obtained - the Lessee shall be obliged to pay such
betterment levy or to reimburse the amount of such betterment levy to
the Company, if paid by the Company, within 30 days from the date of
dispatch of a notice demanding payment thereof.
30. Prevention of a Nuisance
------------------------
30.1 The Lessee shall not keep within the Premises or in the vicinity
thereof, nor shall it make use of any material or object which is
likely to be easily combustible, to burst, to be poisonous or to cause
any material damage and/or bodily injury whatsoever, and/or any other
material involving risk to the structure, occupiers and/or visitors to
the Building and the Park. Should it be necessary for the Lessee, for
the purpose of the exercise of the purpose of the lease, to keep and
use any material or object as enumerated above, it shall do so only
after obtaining the prior written approval of the Company, and - in
the event of the grant of such approval - it shall implement with
respect to such material and object as aforesaid, such safety,
equipment and material arrangements as are required under any law.
30.2 The Lessee and the Company, inasmuch that it itself and inasmuch that
another lessee occupies and uses an area of the Building, shall
prevent the creation of any nuisance whatsoever, and in general the
Lessee and the Company undertake not to create a high level of noise,
nor to cause odours and shocks likely to cause a disturbance to the
Company, the Lessee and/or other businesses in the Park.
30.3 In the event of a breach of the provisions of paragraph 30.1 above,
the Lessee and the Company undertake to discontinue such nuisance
within 7 days from the date of receipt of a letter of demand from the
Company or the Lessee. Without derogating from the foregoing, in
addition to any other right available to the Company or Lessee under
this Agreement and/or under the provisions of law, the Company or the
Lessee shall be
<PAGE>
34
entitled to carry out any inspection and/or measurement and/or repair
and/or any other act as the Company or the Lessee shall see fit for
reinstatement of the former situation and/or removal of the nuisance.
All the costs arising with respect thereto incurred by the Company or
by the Lessee shall be due and payable by the Lessee or the Company
respectively.
The Lessee and the Company hereby undertake to refund to the Company
or to the Lessee, respectively, any amount incurred as set out above,
together with linkage differentials and interest as set forth in
paragraph 46.1 or interest alone as set forth in paragraph 46.2, from
the date of disbursement of such amount to date of reimbursement
thereof by the Lessee.
31. Occupiers of the Building
-------------------------
The Company undertakes that in any contractual arrangements for the sale or
letting of areas in the Building it shall include an obligation on the part
of the purchasers and/or lessees to refrain from causing any nuisance
according to law, to act in accordance with and subject to the law and to
observe the provisions of the urban building scheme which is or which shall
become applicable to the Building.
32. The Company's Obligations
-------------------------
It is agreed that should the Lessee be required to pay any amount whatsoever
or be obliged within the framework of an action or any other proceedings, to
pay any monies whatsoever to any financial authority as a result of non
compliance by the Company with the conditions of the Development Agreement
and/or any other condition for which the Company is liable to any financial
authority, whether contained in the Development Agreement or external
thereto, the Company shall indemnify the Lessee against any amount for which
it is liable as aforesaid and shall compensate the Lessee for any expense
actually incurred by it in connection therewith. The indemnity and
compensation as aforesaid shall cover legal costs, including attorneys'
fees. It is hereby clarified that all the foregoing contained in this sub-
paragraph shall be subject to the Company being given notice by the Lessee
as to any demand and/or claim or proceedings as aforesaid immediately upon
receipt thereof by the Lessee, and that the Company is given the right and
the opportunity to defend the claim and the dismissal thereof, including by
way of joining the Company to such proceedings as a third party. The Company
shall not object to the erasure of the Lessee from the action as aforesaid,
should the Company
<PAGE>
35
be joined as a third party or alternatively should it have been the
defendant from inception.
Should the Company delay the payment of any amount which it is obliged to
make to the Lessee under the provisions of this Agreement, without
derogating from the Lessee's right to obtain any other relief to which it is
entitled under this Agreement and/or according to any law, it shall be
entitled to receive interest at the rate specified in sub-paragraph 46.2
hereunder from the Company, reckoned from the due date of payment to the
date of actual payment, or linkage to the Index, together with the maximum
interest which Bank Hapoalim Ltd. would recover as at the date of payment
arising from loans linked to the Index, at the Lessee's election.
33. Ancillary Services in the Park
------------------------------
33.1 Should the number of those interested in an annual subscription to a
health and sports club (hereinafter : "SPA") in the Park reach 200
persons, and such persons wish to purchase subscriptions from the
Company, the Company and/or the Management Company shall attend to the
operation of the SPA. Should the SPA operate as aforesaid, the cost of
an annual subscription shall be NIS 125 per month, linked to the Index
together with value added tax as applicable.
Subscriptions for the SPA services shall be issued, as far as
possible, only to occupiers of the Park.
33.2 The Company and/or the Management Company shall attend to the
operation of a catering centre in the Park, with effect from the
Delivery date of possession of the Premises as set forth in paragraph
11 above.
Sixth Section - Liability and Insurance
---------------------------------------
34. Liability for Damage
--------------------
<PAGE>
36
34.1 The Lessee shall be liable for any loss, harm or damage of any kind
and nature whatsoever, to person and/or property, occasioned to the
Company and/or the Management Company (should it be incorporated)
and/or any person on their behalf and/or any third parties whatsoever
including - but without derogating from the generality of the
foregoing - visitors to the Park and/or employees of the Company
and/or employees of the Lessee and/or the Lessee' customers and/or
other customers, should such loss, harm or damage as aforesaid have
resulted directly or indirectly from the Lessee's activity on the
Premises and/or from the state of the Premises (but save for damage
resulting from defects in the construction of the Premises or in the
maintenance thereof by the Company and/or the Management Company)
and/or caused by and/or my means of the equipment and/or fittings on
the Premises and/or should it be caused during the course of and/or as
a result of works which are carried out on the Premises and/or through
act and/or omission of the Lessee and/or its employees and/or users
and/or representatives and/or suppliers and/or any person rendering
services on its behalf.
34.2 Without derogating from the provisions of sub-paragraph 34.1 above and
from the Lessee's obligations to effect the insurance referred to
hereunder, the Lessee hereby undertakes to take all such steps as are
required for the purpose of the cancellation of any demand referred to
the Company or to the Management Company and/or any claim lodged
against them in relation to damage for which the Lessee is responsible
under sub-paragraph 31.1 above and to indemnify the Company or the
Management Company immediately on first demand therefor, against any
damage caused to it or to the Management Company and any amount which
it is compelled to disburse by reason of any demand and/or claim as
aforesaid, including - but without derogating from the generality of
the foregoing - the costs of the case and attorneys fees.
35. The Lessee's and the Company's Insurance
----------------------------------------
The Lessee's Insurance
----------------------
35.1 Without derogating from the Lessee's liability, whether by law or
under
<PAGE>
37
the provisions of this Agreement, the Lessee hereby undertakes to
arrange and to maintain, at its cost and for the entire Lease Period,
the insurance set forth hereunder (hereinafter collectively called
"the Lessee's Insurance") with a duly authorised insurance company
under law, namely:
(a) Property Insurance insuring the contents of the Premises and the
additions and improvements thereto by and/or on behalf of the
Lessee (but not those effected by the Company and at its cost) at
their establishment value, against loss or damage capable of
being caused as a result of fire, smoke, lightning, explosions,
earthquake, storm and gale, flooding, damage through liquids and
burst pipes, impact by aircraft, accident impact, riots, strikes,
malicious damage, break-in and robbery.
Under such aforesaid insurance the insurer shall waive its right
of subrogation vis a vis the Company and all persons acting on
its behalf against any damage caused by them, and its right of
subrogation vis a vis the other lessees in the structure and in
the Park under whose insurance a corresponding clause is included
with respect to a waiver of subrogation vis a vis the Lessee
arising from any damage caused by it, provided that the foregoing
provisions regarding the waiver of the right of subrogation shall
not apply in favour of a person who had caused damage with wilful
intent.
(b) Third Party Liability Insurance insuring the Lessee's liability
for any loss, harm or damage to any third party to whom the
Lessee is liable by law or under the provisions of this
Agreement, with a limit of liability of not less than $ 1,000,000
(one million United States dollars) per occurrence and per annual
insurance period. The foregoing insurance shall not be subject to
any limitation as to liability resulting from fire, explosions,
alarm, lifting, discharging and loading apparatus, defective
sanitary installations, poisoning, harmful substances in food and
drink, a strike, lock-out as well as subrogation claims on the
part of the National Insurance Institute.
The foregoing insurance shall be extended in order to include the
Company as an additional insured with respect to its liability
for acts and/or omissions of the Lessee, subject to a cross
liability
<PAGE>
38
clause under which the insurance shall be deemed to have been
separately effected on behalf of each individual insured.
(c) Employers Liability Insurance insuring the Lessee's liability
towards its employees arising from any bodily injury or illness
caused to them during the course of and as a result of their
employment, with such standard limit of liability as is applied
in Israel at the time of effecting the insurance and/or the
renewal thereof. Such insurance shall not be subject to any
limitation whatsoever as to hours of work, working at heights or
at depths, contractors, sub-contractors and their employees,
bait, poisons as well as the engagement of juveniles.
The foregoing insurance shall be extended in order to indemnify
the Company should it be regarded as the employer of the Lessee's
employees or any of them.
(d) Loss of Revenue Insurance (save for Rental Fees), to the full
value thereof in regard to the Lessee, by reason of damage caused
to the Premises or destruction thereof as a result of the risks
insured under paragraph (a) of this sub-paragraph, for an
indemnity period of not less than 12 months. The foregoing
insurance shall include a waiver of the right of subrogation vis
a vis the Company and other lessees in the structure and the
Park, under whose insurance a corresponding clause is included
with respect to a waiver of the right of subrogation vis a vis
the Lessee, provided that the foregoing provisions regarding the
waiver of the right of subrogation shall not apply in favour of a
person who had caused damage with wilful intent.
35.2 Should the Lessee be of the opinion that it is necessary to effect
insurance supplementary and/or additional to the Lessee's insurance
set forth above, the Lessee hereby undertakes to effect and to
maintain such supplementary and/or additional insurance, insofar as
required.
In any additional and/or supplementary insurance as aforesaid, a
clause shall be included as to the waiver of the right of subrogation
vis a vis the Company and all persons acting on its behalf (with
respect to Property Insurance), and/or the insurance shall be extended
to include the Company as an additional insured under the policy,
subject to a cross liability clause (with respect to Third Party
Liability Insurance).
35.3 The Lessee's insurance shall include an express condition whereby it
<PAGE>
39
takes precedence over any insurance effected by the Company, and the
insurer waives any provision regarding participation by the Company's
insurance. In addition the Lessee's insurance shall include an express
condition whereby it shall not be cancelled nor reduced nor lapsed
unless 60 days advance notice thereof shall have been given to the
Company by registered post.
35.4 The Lessee shall furnish the Company with confirmation, on the date of
acceptance of possession of the Premises, as to the Lessee's insurance
having been effected, signed by the insurer.
Should at any time the Lessee's insurer notify the Company that the
Lessee's insurance is about to be reduced, cancelled or lapsed, as set
out in paragraph 35.3 above, the Lessee shall be obliged to effect the
Lessee's insurance anew and to furnish confirmation of having so
effected insurance anew, 14 days prior to the date of such reduction
or cancellation or lapsing as aforesaid.
It is hereby expressly agreed that furnishing confirmation of the
Lessee's insurance having been effected and examination thereof by the
Company shall in no manner be construed as imposing any responsibility
whatsoever on the Company and/or on any person on its behalf in
relation to such insurance, the accuracy thereof and/or its conformity
with the provisions of this Agreement, and the Lessee hereby releases
the Company and/or all persons on its behalf from any liability as
aforesaid.
35.5 The Lessee hereby undertakes to comply with the conditions of the
insurance policies, to revise the insured amount with respect to the
insurance effected under paragraphs (a) and (d) of sub-paragraph 35.1
above, to pay the insurance premium in its entirety and on the due
date thereof and to ensure that such insurance is renewed from time to
time as required, in order that the same shall remain in force for the
whole of the Lease Period.
35.6 Should the Lessee fail to effect and/or maintain the insurance or any
part
<PAGE>
40
thereof referred to in this paragraph, the Company shall be entitled -
but not obliged - to effect and/or maintain such insurance at the
Lessee's cost, and the Lessee shall be obliged to refund to the
Company any sum of money expended for such purpose together with
linkage differentials and interest at the rate specified in sub-
paragraph 46.1 or with interest at the rate specified in sub-paragraph
46.2 hereunder, at the Company's election, where the linkage
differentials and interest, or interest alone, is reckoned from the
date of disbursement of such monies by the Company to the actual date
of refund thereof.
35.7 The Lessee declares that it shall have no claim and/or demand and/or
action against the Company and persons acting on its behalf arising
from damage against which it is entitled to indemnification or against
which it would have been so entitled but for the excess specified in
the policy under the insurance to be effected as set forth above, and
it hereby releases those persons set forth at the head of this sub-
paragraph from any liability for damage as aforesaid.
The provisions of this paragraph shall not apply in the event of
damage as set out in this sub-paragraph caused as a direct result of
the Company's gross negligence, provided that the Company had received
written warning to the effect that failure to remedy its gross
negligence as aforesaid would result in the insurance company not
giving effect to the indemnity.
35.8 It is recorded that effecting the insurance by the Lessee as set forth
above shall in no manner be construed as reducing or detracting in any
form whatsoever from the Lessee's obligations under the Lease
Agreement and Management Agreement, or as releasing it from its
obligation to compensate the Company and/or the Management Company
and/or any person whatsoever arising from any damage caused either
directly or indirectly for which it is responsible. The actual payment
of any particular insurance benefits shall not be construed other than
as reducing the amount of the indemnity and/or compensation to which
the Company and/or the Management Company is entitled arising from
damage or loss.
35.9 The provisions contained in this section shall only add to (not
derogate from) any other provision of the Lease Agreement or
Management Agreement relating to the release of the Company and/or the
Management Company from liability.
<PAGE>
41
The Company's Insurance
-----------------------
35.10 Without derogating from the Company's liability, whether by law or
under the provisions of this Agreement, the Company and/or the
Management Company hereby undertakes to arrange and to maintain, at
its cost and for the entire Lease Period, the insurance set forth
hereunder (hereinafter collectively called "the Company's Insurance")
with an insurance company duly authorised by law, namely:
(a) Insurance of the structure of the Premises against loss or damage
capable of being caused as a result of fire, smoke, lightning,
explosions, earthquake, storm and gale, flooding, damage through
liquids and burst pipes, impact by aircraft, accident impact,
riots, strikes, malicious damage, break-in and robbery.
The aforesaid insurance shall include a waiver of the right of
subrogation (indemnification) vis a vis the Lessee and all
persons acting on its behalf arising from any damage caused by
them, provided that the foregoing provisions regarding the waiver
of the right of subrogation shall not apply in favour of a person
who had caused damage with wilful intent. For the purposes of
this paragraph, "Structure of the Premises" includes all the
systems constituting an integral part of the structure and
expressly does not include the contents of the Premises as
indicated in paragraph 35.1 (a) above, as well as any Addition
and/or improvement and/or expansion effected to the Premises by
or on behalf of the Lessee.
(b) Third party liability insurance insuring the liability of the
Company and/or the Management Company under any law and/or of the
Lessee arising from bodily injury or damage capable of being
caused to the person within the public areas, not constituting
part of the areas let to the Lessee under this Agreement, with a
limit of liability of not less than $ 2,500,000 (two and a half
million United States dollars) per occurrence and per annual
insurance period. The Insurance shall be subject to a special
extension by which the Lessee shall be included as an additional
insured with respect to its liability for an insurance occurrence
within the public areas in the structure of the Premises outside
the Area of the Premises, and shall be subject to a cross
liability clause whereby the insurance shall be deemed to have
been separately effected on behalf of each individual insured.
For the purpose of this extension an express condition shall be
added
<PAGE>
42
to the insurance whereby the cover under the policy with respect
to the public areas takes precedence over any insurance effected
by the Lessee and that the insurer waives any claim and/or demand
regarding participation by the Lessee's insurance.
(c) Employer's liability insurance arising from the Company's
liability towards its employees and any person acting on its
behalf with such standard limit of liability as is applied in
Israel at the time of effecting the insurance and/or the renewal
thereof. Such insurance shall not be subject to any limitation
whatsoever as to hours of work, working at heights or at depths,
contractors, sub-contractors and their employees, bait, poisons
as well as the engagement of juveniles.
The aforesaid insurance shall be extended in order to indemnity
the Lessee should it be regarded as the employer of the Company's
employees or any of them.
(d) Insurance covering loss of revenue from rental and management fee
expenses to the full value thereof, by reason of damage caused to
the Premises in such manner as does not permit of the Lessee's
activity therein, or by reason of destruction thereof as a result
of the risks insured under paragraph (a) of this sub-paragraph,
for an indemnity period of not less than 12 months. The foregoing
insurance shall include a waiver of the right of subrogation
(indemnification) vis a vis the Lessee and/or any person on its
behalf, provided that the foregoing provisions regarding the
waiver of the right of subrogation shall not apply in favour of a
person who had caused damage with wilful intent.
35.11 The Lessee undertakes to utilise the monies which it receives from
the insurance company under the policies only for the purpose of the
immediate reconstruction of the damage and/or the policies. The
foregoing shall not in any manner be construed as limiting or
derogating from the Company's right to exercise its rights under the
policies.
<PAGE>
43
Seventh Section - Maintenance of the Premises
---------------------------------------------
36. Maintenance of the Premises and Repairs
---------------------------------------
36.1 The Lessee shall be liable for the proper maintenance of the Premises
and shall repair at its expense any defect and/or fault and/or damage
caused to the Premises, whether by the Lessee or by others, whether by
reason of wear and tear or for any other reason, save for repairs
expressly applicable to the Company.
36.2 The Lessee shall not be obliged to repair damage to the Premises
resulting from defects in the construction of the Premises, arising
from reasonable wear and tear, from acts of war, an earthquake or from
any other unforeseen act of nature, or repairs due by a contractor in
pursuance of the Sale (Apartments) - Maintenance Period Law (even
though the aforesaid Law does not apply to this Agreement and/or to
the relationship of the parties thereunder).
The Company shall repair any damage caused to the Premises as set
forth in this paragraph within a reasonable time and subject to the
provisions of sub-paragraph 36.5 hereunder and upon receipt of the
insurance benefits as set forth in paragraph 35 of this Agreement.
Should urgent repairs be required, the Lessee shall be entitled but
not obliged to repair the same at its cost and the Company shall
compensate it therefor on first demand by the Lessee and subject to
the cost of repair being reasonable. Notwithstanding the foregoing,
the Company shall repair damage to the Premises for which a contractor
is responsible under the Sale (Apartments) - Maintenance Period Law,
unrelated to the receipt of insurance benefits.
36.3 Notwithstanding the foregoing, should any damage whatsoever be
occasioned to the Premises and/or the Building such that, in the
opinion of the Company and/or the Lessee the it is not possible for
the Lessee to continue to use the Premises, the Company shall be
entitled, in its sole and absolute discretion, to determine whether or
not to rebuild the Premises and reinstate the same to such a condition
as would enable their continued use. Should the Company decide not to
rebuild the Premises, the parties to this Agreement shall be released
from their obligations thereunder without any compensation.
36.4 If the aforesaid damage is classed as a "total loss" in relation to
the Premises only, the Company shall rebuild the Premises should
liability for the damage be imposed on the Company. Should the damage
be to
<PAGE>
44
the Area of the Premises alone, the provisions of paragraph 36.3 above
shall apply.
36.5 The Lessee shall give notice to the Company as to any damage caused to
the Premises as set forth in sub-paragraph 36.2 above, within three
business days from the time of discovery thereof. Should the Lessee
fail to give notice as aforesaid, the Lessee shall bear any further
expense occasioned to the Company as a result of the failure to give
notice as aforesaid and on time.
36.6 The Company and/or the Management Company shall be entitled to prepare
management rules for the Park. The Lessee undertakes to observe such
management rules which shall constitute Annex D to this Agreement,
-------
subject to the provisions of such rules not obliging the Lessee to pay
any monies beyond those prescribed in this Agreement and in the
Management Agreement, and subject to the provisions of the rules not
prejudicing the Lessee's capability to make on-going use of the
Premises.
37. Prohibitions
------------
For the avoidance of doubt it is hereby expressly clarified :
37.1 Subject to the provisions of paragraph 36.2 above, the Lessee shall
not be entitled to attend to the air conditioning installations on the
Premises, the maintenance and/or repair thereof and/or to carry out
any act whatsoever thereon and/or to enable other persons (even though
they may be professionals and air conditioning specialists) to
undertake any of the foregoing in regard to the air conditioners on
the Premises.
37.2 Should the Lessee breach the provisions of sub-paragraph 37.1 above
and as a result thereof any damage be occasioned to the air
conditioning installations, the Lessee shall bear the full cost of the
repair of such damage together with linkage differentials as specified
and interest at the rate specified in sub-paragraph 46.1, or together
with interest at the rate specified in sub-paragraph 46.2, at the
Company's election, and it shall be liable for the payment of an air
conditioning charge even though the supply of air conditioning to the
Premises may be discontinued for any period whatsoever.
A lessee leasing the Premises which, or a part of which, are not air
conditioned, shall not itself be entitled to be connected in any form
whatsoever to the air conditioning system. Any such aforesaid
<PAGE>
45
connection may be undertaken only by the Company.
Any connection by a lessee to the air conditioning other than through
the Company, either for the purpose of receiving air conditioning
services or for any other purpose, shall be regarded as a fundamental
breach of the provisions of this Agreement and shall entitle the
Company to any relief accorded to it as a result of the aforesaid
breach pursuant to this Agreement and under any law.
Eighth Section - the Company's Rights
-------------------------------------
38. Entry onto the Premises
-----------------------
Employees of the Company and its agents shall be entitled to enter upon the
Premises at any time during ordinary working hours and in co-ordination
with the Lessee, for the purpose of inspection or effecting repairs and
such other works as are, in the Company's opinion, necessary.
In the event of an emergency, the Company and/or any person on its behalf
shall be entitled to enter onto the Premises without having obtained the
prior consent of the Lessee.
39. Execution of Works on the Premises
----------------------------------
39.1 It is stipulated and agreed between the parties that the Company
and/or its representatives and/or any person acting in its name and/or
on its behalf shall be entitled to lead through the Premises (or
thereon) pipes, conduits and other conductors for water, sewage, gas,
electricity, telephone and/or for any other purpose and to execute
works and/or other installations on the Premises for the purposes of
use by the property adjacent to the Premises, or for any other similar
purpose provided that :
(a) The Company exercises the powers conferred upon it in this
paragraph in such form and manner as not to be injurious to the
reasonable use of the Premises and any inconvenience and/or
disturbance occasioned to the Lessee is reduced as much as
possible.
(b) The Company carries out in those parts of the Premises - as well
as in installations carried out by the Lessee with the Company's
authority - which are adversely affected by the carrying out the
<PAGE>
46
aforesaid works, any repairs which may be required to reinstate
the Premises to their former condition.
(c) The Company shall co-ordinate with the Lessee to the extent
possible the dates on which the aforesaid works are to be carried
out.
40. Execution of Works in the Building and in the Park
--------------------------------------------------
40.1 The Lessee declares that it is aware that the establishment of the
Park has not yet been completed and that works relating to the
construction of additional structures in the area of the Park are
being, and shall in the future be, undertaken, and it hereby expressly
waives any claim of inconvenience likely to be caused to it as a
result of noise, waste and such like associated with the execution of
the aforesaid works, subject to the Company doing whatever it can in
order that the execution of the foregoing works does not unreasonably
prejudice the Lessee's potential to use the Premises.
40.2 The Company shall be entitled, in its sole discretion, to effect any
addition to the construction areas of the Land, to the extent that the
urban building scheme which is, and/or which shall become, applicable
to the Land shall enable this, without the need for prior notice
thereof to be given to the Lessee or to obtain the Lessee's consent
thereto and without the Lessee preventing and/or interfering with
and/or opposing such addition to the aforesaid construction areas by
the Company.
40.3 The Lessee declares and undertakes that it shall not in any manner
whatsoever, either directly or indirectly, prevent nor lodge any
objection to any plan submitted by the Company for any addition to the
construction areas on the Land and/or in the Building, whether an
urban building scheme or a plan for building permits or any other
plan, provided that no construction in the Building (as distinct from
any construction in the Park and/or in any part thereof), under any
such aforesaid plan, shall be carried out during the Lease Period.
40.4 The Lessee undertakes to remove at its cost any obstacle and/or object
and/or installation and/or the construction of any additional areas
accessory belonging and situate in any place intended for by the
Company. The Company shall, insofar as is possible, see to it that an
alternative place is found for the Lessee for the placement of the
installations and/or accessories which had been removed as aforesaid.
<PAGE>
47
40.5 It is stipulated and agreed that there is no obligation on the Company
under this Agreement to exercise, either in whole or in part, the
existing and/or future building rights over the Land of the Park. The
exercise of the aforesaid rights and the construction and
establishment of further property in the Park, to whatever extent,
shall be in the sole and absolute discretion of the Company, and the
Lessee hereby undertakes to refrain from any act and/or omission would
amount to interference and/or disturbance and/or delaying in any
manner whatsoever the exercise of the Company's rights in regard
thereto and/or the carrying out of any acts whatsoever by the Company
in accordance with the aforesaid discretion.
41. Traffic and Parking Arrangements
--------------------------------
41.1 The Lessee hereby acknowledges that it is aware, and it is agreed by
it, that the Company shall be entitled to prescribe such traffic and
parking arrangements in the Park as it shall see fit, to levy, with
effect from such date as shall be determined by it, a payment for
parking in the Park, both in the covered parking areas (wherein it is
possible that a one-off payment may also be prescribed for the
purchase of a "smart card" which would enable ingress to the parking
area and egress therefrom), in the parking lots and in the parking
areas linked to the structures, all in such amounts and on such
conditions as shall be laid down by it from time to time, in its
discretion, without prejudice to the rights of the Lessee in relation
to the parking areas allocated for its use under the provisions of
this Agreement.
41.2 The Lessee hereby undertakes to comply with all such rules as shall be
prescribed by the Company on the subjects of traffic and parking
within the Park and to pay the amounts which the Company so determines
for persons parking within the confines thereof, should it wish to
park within the Park, as distinct from the allocated parking areas
available to it.
41.3 The Lessee acknowledges that it is agreed upon by it that parking
contrary to the signage and/or the instructions of any person
appointed by the Company to supervise the traffic and parking
arrangements within the Park shall confer on the Company the right to
have the vehicle towed away at the expense of the owner of the vehicle
and/or the right to impose fines on the owner of the vehicle and/or
the right to take such other steps as shall be published.
<PAGE>
48
Ninth Section - Collateral
--------------------------
42. Obligation to Furnish
---------------------
As security for the performance by the Lessee of all the provisions of this
Agreement in their entirety and on the due dates thereof, and without
derogating from the generality of the foregoing, as security for the
payment of the Rental Fees and the other amounts for which the Lessee is
liable under this Agreement, the Lessee hereby undertakes to furnish the
collateral set forth hereunder in this section.
43. Bank Guarantee
--------------
43.1 The Lessee hereby undertakes to deposit an autonomous unconditional
and linked bank guarantee with the Company in an amount equal to the
rental for the Premises, for the parking and for maintenance charges
(as set out in paragraph 4 of the Management Agreement Annex B) for 3
months of the lease together with value added tax as applicable,
operative for a period of 14 months and renewable from time to time
with effect from the date of delivery thereof and until 60 days shall
have elapsed from the date of termination of the lease under this
Agreement (hereinafter: "the Guarantee").
The Guarantee shall be in the form attached to this Agreement as Annex
-----
E.
-
43.2 The Lessee shall deposit the letter of Guarantee with the Company by
not later than 8th June 1999. Until the date of furnishing the
Guarantee as set out in this sub-paragraph, the Company shall be
entitled, at its sole discretion, not to carry out any act and/or
obligation of any nature under this Agreement involving the
disbursement of monies. The non-performance of acts and/or obligations
as aforesaid, shall not be regarded in any circumstances as a breach
of the Company's obligations. Upon furnishing the Guarantee by due
date as aforesaid, the Company's obligation to carry out acts and
obligations as aforesaid shall have been perfected. Until the
furnishing of the aforesaid letter of Guarantee to the Company, a
promissory note signed by the Lessee, shall serve as collateral, which
the Lessee shall deposit with the Company on the date of signature of
this Agreement in the sum of
<PAGE>
49
NIS 395,000. The provisions pertaining to the aforesaid promissory
note and the form thereof are set forth in Annex F to this Agreement
and in Schedule 1 to the aforesaid Annex F. The promissory note shall
---------- -------
be returned to the Lessee against receipt by the Company of the
aforesaid Guarantee. It is recorded that the furnishing of the
promissory note shall not in any manner be construed as derogating
from the Lessee's liability to put up the aforesaid Guarantee on the
date set out in this sub-paragraph by fulfilment of all the provisions
of the Agreement pertaining thereto.
43.3 Should the Lessee fail to pay rental and/or any other amount for which
it is liable under the provisions of this Agreement and/or those of
the Management Agreement on the due date, and/or fail to fulfil any of
its obligations towards the Company under the provisions of this
Agreement or the Management Agreement, the Company shall be entitled -
but not obliged and after 14 days prior written notice thereof shall
have been given to the Lessee - to realise and recover from the amount
of the Guarantee, the amount unpaid on the due date thereof and/or any
other amount owed by the Lessee at such time to the Company (together
with linkage and interest due to it with respect thereto) as well as
to take proceedings against the Lessee arising from the breach of this
Agreement and/or the Management Agreement, or not to take proceedings
as aforesaid, without derogating from the rights available to the
Company under any law against the Lessee.
43.4 The Lessee hereby declares and agrees that without derogating from the
aforesaid Guarantee, the full validity of the Guarantee shall not be
attacked, including the Company's right to realise the same, in its
entirety or in part, by reason of any claim or right available to the
Lessee under the provisions of this Agreement, since the collateral is
final, decisive and absolutely autonomous, not capable of alteration,
of being made conditional, of being set off, mortgaged, attached or
seized, for any reason whatsoever.
In addition the realisation of the Guarantee by the Company as
aforesaid shall not confer on the Lessee any right whatsoever in and
to the Premises and shall not amount to a waiver or to its being
conditional upon any of the rights of the Company or of the
obligations of the Lessee under the provisions of this Agreement, nor
shall it replace any of the same.
43.5 Should the Company have realised the Guarantee and made use of all or
any part of the amount of the Guarantee, in the circumstances
described
<PAGE>
50
above, the Lessee shall be obliged to raise the Guarantee to the
original amount thereof immediately upon receipt of the Company's
first demand therefor, by way of the furnishing of a fresh Guarantee,
for the period and at the amount of the original Guarantee. Should a
new Guarantee be furnished as aforesaid, the Company shall refund to
the Company the amount of the original Guarantee after the deduction
of the amount which had been so utilised as aforesaid and after set
off of the costs occasioned to the Company in connection with the
realisation of the Guarantee.
43.6 The Lessee shall, 45 days prior to the expiration of the validity of
the Guarantee, furnish the Company with an original extension of the
Guarantee, together with all the conditions thereof, duly signed by
the bank issuing the same. Should the Lessee fail to extend the
Guarantee as required, the Company shall be entitled to realise the
original Guarantee and to hold the proceeds in lieu thereof.
43.7 Prior to the commencement of the last year of the lease the Lessee
shall deliver a Guarantee to the Company the validity of which shall
lapse 60 days after the date of expiration of the lease, to secure the
actual fulfilment of all the Lessee's obligations under this
Agreement, including those covering any indebtedness of the Lessee as
well as those relating to the termination of the lease, which includes
those in connection with the vacating of the Premises by the Lessee at
the expiration of the Lease Period.
It is stipulated and agreed that the expiration of the Lease Period
and/or the restoration of possession of the Premises to the Company
shall in no manner be construed as a derogation of the Company's right
to realise the Guarantee in the manner set out above in relation the
aforesaid period of 60 days.
Should, after realisation of the Guarantee as aforesaid, any amount
remain out of the amount of the Guarantee held by the Company, the
Company shall refund to the Lessee the balance of the amount of the
Guarantee, setting off the costs occasioned to the Company in
connection with the realisation of the Guarantee, together with
linkage differentials as set forth in paragraph 46.1 hereunder, from
the date of expiration of the lease to date of actual payment.
It is stipulated and agreed that the realisation of the Guarantee as
set forth in this sub-paragraph shall in no manner be construed as
derogating from any claim or right of the Company against the Lessee
<PAGE>
51
pursuant to this Agreement or under any law.
43.8 All costs and/or payments and/or commissions arising from the issue of
the Guarantee under this paragraph shall be due by the Lessee and
shall be paid by it.
43.9 A breach of the provisions of this paragraph shall be regarded as a
fundamental breach of the provisions of this Agreement.
Tenth Section - Breaches and Remedies
--------------------------------------
44. Breaches
--------
Any party breaching and/or failing to fulfil any of its obligations under
this Agreement shall be obliged to compensate the party fulfilling for any
damage and/or loss occasioned to it as a result thereof, without derogating
from the right of the party fulfilling to obtain any further and/or other
relief and/or remedy, including orders for the enforcement of the Agreement
and/or injunctions against the its breach.
45. Fundamental Breaches
--------------------
45.1 The parties hereby expressly agree that in addition to the provisions
which lay down in this Agreement itself that a breach thereof shall be
regarded as a fundamental breach, any of the breaches set forth
hereunder shall be a fundamental breach:
(a) deleted
(b) A breach of any of the provisions of paragraphs: 6, 7, 10, 11,
19, 23, 30, 32, 42, 53 and/or a breach of any of the provisions
of the Third, Fourth, Sixth or Seventh Sections of the Agreement.
(c) Failure to effect the insurance which the Lessee undertook to
arrange under the provisions of the Sixth Section of this
Agreement, or failure to maintain such insurance in effect.
(d) Failure to deposit any of the amounts of the deposit on the date
prescribed therefor or failure to supplement the amount of the
deposit after the Company shall have been compelled to make use
thereof.
<PAGE>
52
(e) The use of the Premises other than for the lease purpose as set
forth in this Agreement.
45.2 Should either of the parties to this Agreement commit a fundamental
breach and fail to remedy such breach within 14 days from the date on
which it was required in writing to do so, the other party shall be
entitled, on the expiration of the foregoing date, to give written
notice to the party in breach as to the cancellation of this Agreement
and the lease thereunder. Should it have been the Lessee who had
breached the Agreement as aforesaid, the Lessee shall be obliged to
vacate the Premises and to restore the same to the Company's
possession within 14 days from the date of such notice.
Nothing contained in this sub-paragraph shall be construed as
derogating from the Company's right to sue for and to obtain, together
with the cancellation of the Agreement or in place thereof, any other
lawful relief, including compensation and/or a mandamus and/or an
injunction.
46. Late Payments
-------------
Without derogating from the provisions of paragraphs 44 and 45 above, it is
stipulated and agreed between the parties as follows:
46.1 Should the Lessee be in arrears in the payment of any amount which it
is obliged to pay to the Company under the provisions of this
Agreement, without derogating from the Company's right to sue and
obtain any relief to which it is entitled under this Agreement and/or
according to any law, it shall be entitled to receive interest from
the Lessee at the rate specified in sub-paragraph 46.2 hereunder,
reckoned from the due date of the payment to the date of actual
payment, or linked to the Index, together with the maximum interest
which Bank Hapoalim Ltd. would recover at the time of such payment
with respect to loans linked to the Index, at the Company's election.
46.2 The interest which the Lessee is obliged to pay to the Company under
the provisions of sub-paragraph 46.1 shall be that which is applied
from time to time at Bank Hapoalim Ltd. with respect to irregular
unauthorised overdrafts in current loan accounts together with 4% per
annum.
46.3 Should the Lessee be in arrears in the payment of any amount
whatsoever which it is obliged to make to the Company, any amount paid
by it after the commencement of the arrears as aforesaid shall be
<PAGE>
53
credited firstly on account of interest or linkage and interest,
thereafter on account of the capital of the debt and thereafter on
account of current payments, irrespective of whether the Lessee had
remitted the amount on account of the debt or whether it had purported
to effect current payments.
46.4 It is hereby agreed between the parties that should the Lessee be in
arrears in the payment of rental and/or in the payment of amounts
pursuant to the Management Agreement and/or in the payment of
electricity consumption charges, the Company shall be entitled, in
addition to its right to any other relief, conferred upon it under
this Agreement and/or by law - including the right to cancel this
Agreement and to obtain or to seize possession of the Premises, and
after the Company shall have given the Lessee 3 business days prior
written warning - to take all or any of the follow steps, even without
cancellation of the Agreement, and to persist therewith until the
Lessee shall have paid its indebtedness (including linkage
differentials and/or interest), namely:
(a) To cut off the supply of electricity and/or water and/or air
conditioning to the Premises.
(b) To discontinue the provision of any maintenance service to the
Premises.
47. Appointment of Receiver or Liquidator
-------------------------------------
It is hereby stipulated and agreed between the parties that in the event of
the appointment of a receiver to the Lessee, whether provisional or
permanent, and/or a pre-liquidator and/or liquidator and/or should a
winding up order have been granted against it, and should such aforesaid
appointment or order not have been cancelled within 90 days, the very fact
of such appointment and/or the grant of such order and the non cancellation
thereof within the period of time set out above shall amount to a
fundamental breach of this Agreement, and it is hereby expressly agreed
that in such circumstances the validity of this Agreement shall lapse and
neither the Lessee, the receiver, the pre-liquidator and/or liquidator
shall have any further rights in and to the Premises (save for the right to
take therefrom the Lessee's property found therein) and such receiver, pre-
liquidator and/or liquidator shall be obliged to vacate the Premises and to
restore possession thereof to the Company within the 90 days referred to
above.
48. Taking Possession
-----------------
<PAGE>
54
Should the Company cancel this Agreement as a result of a fundamental
breach by the Lessee, or should the validity of this Agreement have lapsed
in the circumstances set out in paragraph 47 above and should the Lessee,
the receiver, pre-liquidator and/or liquidator have failed to vacate the
Premises and restored possession thereof to the Company within 14 days from
the date of cancellation or on the date of lapse of validity, as the case
may be, the Company shall be entitled to take possession of the Premises,
to replace its locks, to remove from the Premises the equipment, goods and
effects belonging to the Lessee and to store the same, at the expense of
the Lessee, the receiver, pre-liquidator or liquidator, wherever it shall
deem fit. Should the Company exercise the right accorded to it under this
paragraph, the Lessee, the receiver, pre-liquidator or liquidator, as the
case may be, shall be obliged to refund to it such monies as it shall have
expended for the purposes of the removal of such equipment, goods and
effects, the transportation and storage thereof together with linkage
differentials and/or interest at the rate specified in sub-paragraph 46.1
or 46.2, at the Company's election.
The Lessee, the receiver, pre-liquidator or liquidator, as the case may be,
hereby release the Company from liability for any loss and/or damage which
might be caused to such equipment, goods and/or effects during the course
of the transfer and storage thereof, provided that such transfer is carried
out by persons qualified as such, in the presence of a representative of
the Company, and that storage is effected at a suitable location.
49. Cancellation of the Agreement
-----------------------------
49.1 Without derogating from the foregoing, the parties agree that the
Company shall be entitled to bring this Agreement to an end on any one
of the occurrences set forth hereunder taking place:
(a) Should a receiving order be made against the Lessee or should the
Lessee arrive at an agreement with its creditors.
(b) Should judgement for the winding up of the Lessee be granted.
(c) Should a receiver be appointed over the Lessee's assets or any
part of its assets.
The Company shall give written notice to the Lessee as to the
cancellation of the Agreement and the such cancellation shall take
effect from the date of lodgement of the application against the
Lessee for the
<PAGE>
55
grant of the receiving order or application for an arrangement with
creditors or application for winding up or application for the
enforcement of charges and/or for the appointment of a receiver,
provided that such aforesaid application is not cancelled within 90
days from the date of lodgement thereof.
49.2 In addition to any relief for which the Company is entitled to sue
pursuant to this Agreement and/or under any law and without derogating
from the generality of the foregoing, the Company shall be entitled to
bring about the cancellation of this Agreement, after giving 14 days
written notice in the instances set forth hereunder:
(a) Failure to deliver the Bank Guarantee as set out in paragraph 44
above.
(b) Use of the Premises other than as set forth in paragraph 6 above.
(c) Transfer of the lease rights in and to the Premises to another
person, contrary to the provisions of paragraph 51 hereunder.
(d) Failure to pay an amount which the Lessee is obliged to pay to
the Company - within 14 days from the date prescribed for the
payment thereof.
(h) The creation of a continuing nuisance in such manner as to be a
disturbance to offices and/or factories and/or other businesses
in the Building and/or within the Park.
49.3 Should the Agreement be cancelled, the Lessee shall vacate the
Premises within 30 days from the date of such cancellation.
49.4 Nothing contained in this paragraph shall be construed as derogating
from the Company's rights under this Agreement or by law.
49.5 Should the Lessee be obliged to vacate the Premises arising from the
provisions of sub-paragraphs 53.1 or 53.2 hereunder, the Lessee shall
not be entitled to any compensation and/or payment whatsoever from the
Company.
50. Payment of the Company's Debts
------------------------------
50.1 Should the Company be obliged to pay any amount relating to the
Premises instead of the Lessee, the payment of which is due by the
<PAGE>
56
Lessee pursuant to this Agreement or under any law, including payments
for electricity, water, municipal rates, Bezeq and so forth, the
Company shall give notice to the Lessee as to its intention to pay the
aforesaid amount instead of the Lessee 14 days prior to the payment
thereof. Should the Lessee itself fail to pay the aforesaid amounts,
even after receipt of notice from the Company, the Company shall be
entitled - but not obliged - itself to pay such sum as set out above.
50.2 The Lessee shall refund to the Company any amount paid by the Company
as aforesaid within 14 days from the date of receipt of a demand to do
so, together with interest and linkage differentials as set forth in
paragraph 46.1 or with interest alone as set forth in paragraph 46.2,
in the Company's absolute discretion, from the date of dispatch of
such notice to date of actual payment.
Eleventh Section - Miscellaneous
--------------------------------
51. Transfer of Rights
------------------
51.1 The Lessee shall not be entitled to transfer and/or to mortgage in any
form or manner all or any part of the rights conferred upon it under
this Agreement to any other person or persons. Any act of a
corporation constituting the Lessee, whether a single act or a number
of acts cumulatively, including any act as a result of which control
is passed, directly or indirectly, from the owners of the corporation
at the time of signature of this Agreement to any third party
whatsoever, shall not under any circumstances and in any manner
derogate from the obligations of the Company under this Agreement, nor
alter in any form whatsoever the purpose of the lease and/or shall not
constitute grounds for the alteration of any of the provisions of the
Agreement or the manner of fulfilment of the Lessee's obligations
hereunder.
Notwithstanding the provisions of paragraph 51.1 above, the transfer
of rights and the use of the Premises shall be permitted to an
associated and/or affiliated company and/or subsidiary of the Lessee
(hereinafter: "the Transferee Company"), provided that the Transferee
Company enters into this Agreement as a further party or signs a
separate agreement with the Company, along with the Lessee and under a
reciprocal guarantee between them, and provided that the Transferee
Company furnishes the Company with guarantees as set forth in the
Ninth Section of this Agreement, for the fulfilment of the Agreement
to the Company's satisfaction.
<PAGE>
57
51.2 Notwithstanding the provisions of paragraph 51.1 above, it is hereby
agreed that the Lessee shall be entitled to permit the use of parts of
the Premises (as distinct from the whole of the Premises) to other
persons as sub-lessees provided that the identity of the foregoing
sub-lessees is approved in advance and in writing by the Company, and
subject in any event notwithstanding the permission to use as
aforesaid, the Lessee remaining absolutely liable to the Company for
the fulfilment of all its obligations under this Agreement in their
entirety and on the due dates thereof, in relation to the areas in
which the sub-lessee is permitted to operate as aforesaid. The Lessee
and the sub-lessee shall be guarantors under a reciprocal guarantee
inter se in relation to their obligations with respect to the
Premises.
It is stipulated that the Lessee shall not be entitled to let parts of
the Premises to other persons as sub-lessees for any period in excess
of the Lease Period under this Agreement and/or for the Additional
Lease Period (if applicable) and/or for the Second Lease Period (if
applicable), and nothing contained in any sub-lease made contrary to
the foregoing shall be construed as binding the Company.
Should the Lessee let parts of the Premises as set out in paragraph
51.2 above, the Company shall be entitled, but not obliged, to enter
into contractual arrangements direct with such sub-lessee by
subtraction from the relevant Areas of the Premises of the Lessee.
51.3 The Company shall be entitled to transfer and/or mortgage its rights
and obligations under this Agreement to any other person provided
that this does not derogate from the Lessee's rights under this
Agreement.
51.4 It is stipulated that in any event, even though transfer is effected
in accordance with and subject to the provisions of this paragraph,
all the provisions of this Agreement shall continue to apply and be
binding on the Lessee and such transfer shall in no manner be
construed as detracting from any of its obligations towards the
Company.
52. Right of First Refusal
----------------------
52.1 As set out above, the Company hereby grant to the Lessee a right of
first refusal to lease from the Company the Further Area, in addition
to the remainder of the leased areas to the Lessee under this
Agreement. The right of first refusal shall be operative with effect
from the date of signature of this Agreement until 3 (three) months
shall have elapsed
<PAGE>
58
from the Date of Delivery of possession as set forth in paragraph 11.1
above (hereinafter: "the Right of Refusal Period").
52.2 It is hereby recorded that the right of first refusal shall apply only
in relation to contractual arrangements wherein the Company grants
lease rights in the Additional Area to any third party whatsoever.
With respect to any contractual arrangements between the Company and
any third party whatsoever for the sale of the whole or any part of
the Further Area, no right of refusal whatsoever shall accrue to the
Lessee.
52.3 In regard to the aforesaid right of first refusal, the following
provisions shall apply:
(a) Should the Company, in its sole discretion, make the Additional
Area available for letting, and should it reach an agreement with
any third party whatsoever, subject to the right of first refusal
hereby granted to the Lessee, with respect to the letting of the
Additional Area to such third party, the Company shall offer to
let the Additional Area to the Lessee prior to its offer to
conclude any transaction whatsoever with that third party, on
conditions identical with those agreed as aforesaid with that
third party. Should the Lessee be desirous of leasing the
Additional Area from the Company on the foregoing conditions, the
Lessee shall give notice thereof to the Company within 15 days
from the date of delivery to it of the offer to let the
Additional Area as aforesaid. In the event of the Lessee giving
notice to the Company that it does not wish to lease the
Additional Area on the foregoing conditions, or should no notice
whatsoever be given to the Company, and upon the expiration of
the 15 days as aforesaid, the Lessee shall be regarded as having
waived its right to lease the Additional Area on the foregoing
conditions, and in such event the Company shall be entitled to
let the Additional Area to any third party whatsoever on
conditions no more favourable than those under which the
Additional Area had been offered to the Lessee.
(b) Should, after waiver on the part of the Lessee of its right to
lease the Additional Area on the conditions set out in paragraph
(a) above, the Company reach an agreement with any third party
whatsoever, subject to the right of refusal hereby granted to the
Lessee, as to the letting of the Additional Area to that third
party on conditions more favourable than those offered to the
Lessee as set forth in paragraph (a) above, the Lessee's right of
first refusal
<PAGE>
59
shall be renewed and the Company shall be obliged to offer the
Additional Area to the Lessee for the second time prior to its
letting the same to that third party, on conditions identical to
those agreed upon as set out in this paragraph (b) with that
third party, and all the provisions set forth in paragraph (a)
above shall apply in connection therewith.
The Company shall enable the Lessee, at its request, to peruse
the relevant parts of the lease agreement entered into with that
third party in order to verify the fulfilment of the provisions
of this paragraph.
(c) It is hereby recorded that upon expiration of the Right of
Refusal Period or waiver by the Lessee of its right as set out in
sub-paragraph (a) above, irrespective of whether the Lessee had
given notice that it did not wish to lease the Additional Area,
or whether it had not given any notice whatsoever to the Company,
and upon the expiration of the period of 15 days as set out
above, the Lessee shall have no rights in and to the Additional
Area, nor shall it have any claim against the Company and/or
against any third party whatsoever with whom the Company enters
into contractual arrangements, if so entered into.
53. Vacating
--------
53.1 The Lessee shall vacate the Premises on the expiration of the Lease or
the First Additional Lease Period or on the expiration of the Second
Additional Lease Period, as the case may be, and shall restore sole
possession of the Premises to the Company free of any person or
property not being the property of the Company.
In the event of the Lessee being obliged to vacate the Premises in
accordance with the conditions of this Agreement, either for the
reason set forth in this paragraph or for any other reason set forth
in this Agreement and/or under any law, it shall be obliged to restore
sole possession of the Premises, together with the keys, totally
vacant and in good condition and fit for immediate use, save for
reasonable wear and tear.
Furthermore the Lessee shall, on expiration of the Lease Period or the
actual vacating of the Premises, furnish the Company with
confirmations from the Electricity Corporation and the local authority
<PAGE>
60
that the Lessee has no indebtedness arising from electricity
consumption and/or water consumption and/or taxes and/or dues to the
local authority with respect to the Premises up to the expiration of
the Lease Period or up to the date of actual vacating, whichever of
the two shall be the later.
53.2 Without derogating from any of the Company's other rights, should the
Lessee fail to vacate the Premises as set forth in sub-paragraph 53.1
above, the Lessee shall pay the Company pre-determined and pre-
estimated compensation (hereinafter: "the Compensation") for each day
in default, in an amount equal to double the Rental Fees applicable to
the Premises for one day's Rental Fee during the last month of the
last year of the lease. The Compensation shall be linked to the Index,
and the computation of the linkage differentials shall be effected,
mutatis mutandis, by the Company monthly.
53.3 The foregoing shall not in any manner be construed as prejudicing
and/or derogating from any right of the Company, including its right
to receive the Compensation referred to in sub-paragraph 53.2, even if
the Company had issued a demand and/or invoice to the Lessee for
payment of rental.
In addition, nothing contained in this sub-paragraph shall be
construed as prejudicing and/or derogating from the Company's right to
demand the vacating of the Premises.
The provisions of this paragraph take precedence over any other
provision contained in this Agreement.
For the avoidance of doubt, it is clarified that the Lessee's
liability as set forth in this paragraph shall also apply after the
expiration of the Lease Period up to the actual vacating of the
Premises.
53.4 Upon the expiration of the validity of this Agreement, and/or should
this Agreement be cancelled by the Company and/or should a judgement
be granted for the eviction of the Lessee from the Premises, and
should the Lessee fail to vacate the Premises forthwith, the Company
shall be entitled to realise and/or to utilise any collateral and/or
guarantee furnished to it by the Lessee.
Nothing contained in this paragraph shall be construed as a waiver of
any of the Company's rights vis-a-vis the Lessee under this Agreement
<PAGE>
61
or by law, or be construed as giving the Lessee permission to make use
of the Premises after cancellation of the Lease Agreement or the grant
of judgement for eviction as aforesaid.
The cancellation of this Agreement under the provisions of paragraph
49 above shall in no manner be construed as prejudicing the Lessee's
obligations pursuant to the provisions of this paragraph above.
53.5 Without prejudice to any of the Company's rights under this Agreement,
it is agreed that upon the expiration of the Lease Period and/or after
cancellation of this Agreement by the Company and/or in the event of
the Lessee failing to make two consecutive rental payments to the
Company, should the Lessee fail to vacate the Premises and/or fail to
restore possession of the Premises to the Company free of any person
or property, the Company shall be entitled to take possession of the
Premises, after giving written notice to the Lessee as to the date of
taking possession.
The Company shall be entitled to act as set out above and to clear all
movable property found on the Premises and to store the same as it
sees fit in its absolute discretion at any other location and/or to
sell the same to a third party, in its absolute discretion. The cost
of such clearing, storage and sale shall be due and payable by the
Lessee. The Company shall be entitled to deduct from the sale price
(if any) the costs incurred arising from such clearing, storage and
sale.
Should the Premises be cleared by the Lessee or should the equipment
be stored or sold as set forth above in this sub-paragraph, the Lessee
shall have no plea in defence and/or any other claim against the
Company in connection with the implementation of such clearing,
storage or sale as aforesaid, provided that such clearing and/or
storage is carried out by persons qualified as such, in the presence
of a representative of the Company, and that storage is effected at a
suitable location.
53.6 The Company shall be entitled to take possession of the Premises
and/or to prevent the Lessee from using the Premises (including the
replacement of locks on the Premises) in the event the Lessee fails to
make two consecutive payments of the Rental to the Company provided
that it had given written notice thereof to the Lessee.
The books of the Company shall serve as prima facie proof for the
purpose of the Lessee's indebtedness to the Company for the Rental
<PAGE>
62
Fees.
53.7 Further to the provisions of sub-paragraph 53.4 above, the collateral
shall serve to secure the discharge of all the Lessee's indebtedness
to the local planning and building committee, to the local authority
(including any indebtedness arising from water consumption) and/or to
the Electricity Corporation and the communications service provider
with respect to the Premises.
54. Costs of the Agreement
----------------------
The costs of stamping this Agreement shall be due by the parties in equal
shares.
55. Taxes, Duties and Levies
------------------------
All such taxes, duties and levies, governmental and/or municipal and/or
otherwise, and other payments of any kind or nature whatsoever, relating to
the conduct of the business of the Lessee and/or of the occupier of the
Premises and/or due in relation to the Premises and/or which shall become
due by the Lessee and/or in relation to the Premises during the Lease
Period, shall be payable by the Lessee including such taxes, duties and/or
levies as are due on the common property (hereinafter: "Compulsory Charges
in connection with the Common Property"). The Lessee's share of the
Compulsory Charges in connection with the Common Property shall be
determined in accordance with the provisions of the Management Agreement.
56. Value Added Tax
---------------
Any amount and/or security which the Lessee is obliged to pay or deposit
under this Agreement shall be subject to value added tax at the lawful rate
as at the date of such payment or deposit payable by the Lessee. Subject to
the provisions of paragraph 14.2 above, value added tax shall be payable on
the date prescribed for effecting all such payments or deposits as set
forth in this Agreement, and against an appropriate tax invoice under law.
57. Jurisdiction
------------
It is agreed by the parties that they choose the competent court in the Tel
Aviv district as having exclusive jurisdiction in any matter connected with
and/or pertaining to this Agreement.
58. Prohibition against the Set Off of Payments
-------------------------------------------
<PAGE>
63
The parties agree that the amounts which they owe and/or shall owe to each
other arising from this Agreement, or from any cause whatsoever, shall not
be capable of set off, unless otherwise specified in this Agreement. For
the avoidance of doubt it is stipulated that where the Lessee has a claim
and/or demand against the Company, it shall not be entitled to set off the
amount of such demand and/or claim.
59. Waivers and Alterations to the Agreement
----------------------------------------
59.1 Any alteration to the conditions of this Agreement shall be in force
only if executed in writing and signed by both parties.
59.2 Any waiver of the rights of either party under this Agreement shall be
effected only in writing and under the signature of those authorised
to bind that party. Any delay in the utilisation of any rights under
this Agreement shall not be regarded as a waiver.
60. Delivery of Notices
-------------------
Any notice which the parties to this Agreement are obliged to deliver to
each other shall be regarded as having been delivered within 48 hours from
the time of dispatch thereof by registered post from a post office in
Israel to the address of the parties as set forth in this Agreement.
The delivery of any notice at the Premises to the Lessee or to any employee
thereof, or the affixing of any such notice to the door of the Premises
shall be regarded as due delivery under law to the Lessee.
In addition to the foregoing, the parties shall be entitled to send notices
to each other by messenger and in such event the time of delivery shall be
regarded as the time of delivery which appears on the delivery notice
signed by such messenger.
The address of the parties as set forth in paragraph 61 hereunder shall
also be regarded as their address for the purpose of the service of court
processes.
61. Addresses
---------
The addresses of the parties for the purpose of this Agreement are:
The Lessee: 10 Martin Gahal Street, Kiryat Arieh, Petah Tikva, and from
----------
the date of acceptance of possession of the Premises and
<PAGE>
64
thereafter the address of the Lessee shall be at the
Premises.
The Company: ______________________________________________
----
In witness whereof the parties have affixed their signatures
"signed" Accord Networks Ltd. "signed" Azorei Mallal Industries Ltd.
----------------------------- --------------------------------------
The Lessee The Company
<PAGE>
65
Certification
-------------
I the undersigned Alon Badihi, Advocate, certify that this Agreement and the
Annexes thereto were signed by Zigi Gavish who is authorised to sign on behalf
of the Lessee corporation, and that the signature of the above-named in
conjunction with the seal of the corporation is binding on it for all intents
and purposes.
This 25/th/ day of April 1999.
"signed" Alon Badihi, Adv.
Licence No. 24356
-----------------
Signature
Certification
-------------
I the undersigned Vicki Zamir-Sharon, Advocate, certify that this Agreement and
the Annexes thereto were signed by Daniel Lavon and by Arnon Brodner who are
jointly authorised to sign on behalf of the corporation being the Company, and
that the signature of the above-named in conjunction with the corporation's seal
is binding on it for all intents and purposes.
This 26/th/ day of April 1999.
"signed" Vicki Zamir-Sharon, Adv.
Licence No. 21299
-----------------
Signature
<PAGE>
66
ANNEX A
[Drawing showing areas in Building number 1 in the Park Azorim business complex
in Tel Aviv, Israel, including an area of 790 square meters on the fourth floor,
790 square meters on the fifth floor and approximately 330 square meters on the
third floor.]
[PAGE ONE]
[PAGE TWO]
<PAGE>
67
MANAGEMENT AGREEMENT
--------------------
Annex B to the Lease Agreement
------------------------------
Made and entered into at _________ on ____ day of __________ 1999
Between: Azorei Mallal Industries Ltd.
of __________________ Street
(hereinafter: "the Company")
Of the First Part:
-----------------
And: Accord Networks Ltd.
of 22 Hayetzira Street, Kiryat Arieh, Petah Tikva
(hereinafter: "the Lessee")
Of the Second Part:
------------------
Whereas In pursuance of a ruling of the Israel Lands Board No. 717 and in
accordance with the Development Agreement, the Company is
establishing the Park on the Land, which includes the Building, as
these terms are defined in the Lease Agreement;
And Whereas The Lessee has leased from the Company, in accordance with the
matters set forth in the Lease Agreement dated ________
(heretofore and hereinafter: "the Lease Agreement"), the Premises
as defined in the Lease Agreement;
And Whereas The Lessee has agreed that the management, maintenance and
operation of the Park and of the Building, together with all the
sections thereof, shall be undertaken exclusively by the Company
and/or some person on its behalf and it undertakes and agrees to
act in accordance with the conditions of this Agreement and to
participate in the management costs as set forth herein;
And Whereas This Agreement is intended to regulate the reciprocal obligations
between the parties in all matters pertaining to the management
and rendering of the services in the Building;
Now therefore it is agreed and stipulated between the parties as follows:
------------------------------------------------------------------------
1 Preamble
--------
<PAGE>
68
1.1 The preamble to this Agreement, including the definitions and the
declarations contained therein, constitute an integral part hereof and
bind the parties for all intents and purposes.
1.2 The numbering of the paragraphs in this Agreement and the headings
thereof are for the purpose of convenience only, do not constitute a
part of the Agreement and no use shall be made of them in the
interpretation of the Agreement.
1.3 Upon signature of this Agreement and the Lease Agreement all
declarations of the parties and/or all obligations and/or any
representation made by them prior to signature of these Agreements
shall be void ab initio.
1.4 The terms in this Agreement shall have the meanings attributed to them
in the Lease Agreement save if expressly otherwise indicated.
2. Definitions
-----------
In the absence of an intention otherwise arising from the contents of the
text, the following terms shall have the following meaning:
2.1 "Common Property"
Any part of the Building and/or Park which the Company has designated
and/or shall designate from time to time and in its sole and absolute
discretion, for the common use of all or any part of the occupiers of
the Building and/or of the Park, including and without derogating from
the generality of the foregoing:
(1) All sections of the Building including shelters, protected open
areas, machinery rooms, electricity rooms, the roofs, external
walls, foundation, stairwells, passages, entrances, lifts, refuse
rooms, electricity rooms, courtyards, gardens, parking lots,
installations, roads, ramps and pavements as well as the other
areas in the Building, save for the Premises, and all areas of
the Park, apart from those sections that have been leased or sold
and/or intended for sale or lease in the future, and save for
those parts of the Building and/or the Park which are to be
extracted by the Company from the Common Property in its
discretion.
<PAGE>
69
(2) Air conditioning installations and lifts, plumbing of every kind
whatsoever and all the other installations situated in the
Building and/or serving it and/or using it and which the Company
has designated for common use by all the occupiers of the
Building or by the majority thereof even though located within
the confines of those areas which have been sold or let or those
areas linked to them.
(3) In any event the Common Property shall not include sections which
have been linked by the Company to any particular unit in the
Building, in the Company's discretion. In addition it is
stipulated that the Common Property shall not include parking
bays in the parking lots of the Building and Park which have been
let to occupiers in the Building or Park and with respect to
which a subscription fee is charged. In addition the SPA, as
defined in the Lease Agreement, shall not be included.
2.2 "The Services"
The provision of information services in the Building and Park,
management, operation, repair, maintenance, insurance, upkeep,
lighting and gardening of the Common Property as defined above and of
plumbing, installations and areas in the Building serving and/or using
the Building and/or the carrying out of acts in the Building and/or
supplies serving or which are intended to serve or to be of service to
the Premises or the Building.
It is hereby recorded and agreed that the Services under this
Agreement also include the maintenance of the service rooms situated
on the floors of the Premises.
Without derogating from the generality of the foregoing, the Company
shall be entitled, in its discretion, to manage, undertake, initiate
and to provide or to cease to provide or to undertake the Services set
forth above or any part thereof as well as any other service, at its
election.
Having regard to the special nature of the Park and to the complexity
thereof, the services may also include special services which are not
ordinarily available in an average building, such as: the payment of
duties, taxes and levies due and/or which may become due with respect
to the Common Property, advertising, signs, public relations, the
organisation of functions and so forth, all of which are at the
Company's discretion.
<PAGE>
70
2.3 "The Effective Date"
The date on which the Management Company commences the management and
rendering of the services, as prescribed in paragraph 5.1 hereunder.
2.4 "The Lease Agreement"
The agreement between the Company and the Lessee dated ________,
whereby the Lessee leases the Premises from the Company, and to which
this Management Agreement is attached as an integral part thereof as
Annex B.
3. Management of the Services and the Rendering thereof
----------------------------------------------------
3.1 (a) The Company assumes responsibility for the sole management
and rendering of the Services in the Building and Park for the
period of the Agreement as set forth in paragraph 5 hereunder,
and the Lessee agrees thereto and delegates to the Company the
sole management and rendering of the Services for the period of
the Agreement, and undertakes not to render the Services itself
or through others.
(b) The Company shall be entitled, from time to time and in its
discretion, to determine the scope of the Services, the type and
character thereof and that part of them which are to be provided
to the Park and/or to the Building and/or to certain parts of
them, if at all, the time and manner of the provision thereof and
the period thereof.
(c) The management and rendering of the Services shall be undertaken
by the Company itself and/or by others and/or some personally and
some by others, at the Company's discretion. Without derogating
from the foregoing, it is hereby agreed that the Company shall be
entitled to enter into contractual arrangements from time to time
with any other entity under agreements in the matter of the
provision of maintenance services for the systems, installations
and areas of the Building, depending on the economic viability to
the Company on the one hand and the quality assurance of the
service on the other.
<PAGE>
71
3.2 The Lessee agrees in advance to the Company being entitled to
determine from time to time procedures and provisions in connection
with the management and rendering of the Services as it shall see fit,
and to change the same from time to time. The Lessee undertakes to act
in accordance with the foregoing provisions, so long as these do not
expressly conflict with the provisions of this Agreement and do not
prejudice its reasonable use of the Premises.
3.3 For the purpose of the management and rendering of the Services as set
forth in this Agreement the Company shall be entitled to establish an
office in the Building and may engage a staff of technical,
professional, managerial and other employees for the carrying out the
work involved in the management and rendering of the Services as well
as being entitled to manage and render all or any part of the Services
through contractors, sub-contractors or in any other manner as may be
determined by it, including the part time and full time employment
under special contracts or on such conditions as it shall deem fit of
service providers according to need.
3.4 The Lessee hereby undertakes:
(a) To be bound to the Company in all matters pertaining to the
management and rendering of the Services under this Agreement.
(b) That it and all persons acting by virtue of it and on its behalf
shall co-operate with the Company and shall extend assistance to
it in all instances where such co-operation or assistance is
required, in order to enable the good and regular management and
rendering of the Services.
(c) To allow the Company and those acting by virtue thereof to enter
upon the Premises for the purpose of undertaking work connected
with the management and rendering of the Services, irrespective
of whether such works are being carried out for the Lessee or for
any other occupier of the Building, or for the purposes of
effecting repairs required in other areas of the Building, and
inter alia to open walls, floors, ceilings and other parts, to
replace and repair plumbing and conduits and to connect up to
them and to
<PAGE>
72
carry out any work required in the Company's discretion for the
purpose of the fulfilment of its obligations under this
Agreement, and the Lessee shall have no claim against the Company
arising from any interference caused to it as a result thereof.
In any such instance of the aforesaid acts, the Company shall
endeavour to ensure that the interference to the Lessee is as
minimal as possible and that the Premises are restored to their
former state as soon as possible.
(d) To notify the Company concerning any failure requiring action on
the part of the Company.
(e) The Lessee declares that it is aware that the Company shall be
entitled - but not obliged - to register this Agreement when this
becomes possible in the Land Registration Office, either through
its inclusion within the framework of the condominium rules
relating to the Park or to the Building, or through the
registration of a note as to the existence of this Agreement and
that it is binding, or in any other manner, in the absolute
discretion of the Company.
<PAGE>
73
4. Costs of Management and of Rendering the Services
-------------------------------------------------
4.1 The Lessee hereby undertakes to bear, in conjunction with the other
occupiers of the Building and of the Park, all the costs involved in
the management and rendering of the Services, including the cost of
financing involved in the rendering of the Services (hereinafter:
"the Basic Costs") together with a management fee at the rate of 15%
of the Basic Costs (hereinafter: "the Management Fee"). The Basic
Costs together with the Management Fee shall hereinafter be called
"the Costs".
4.2 The Lessee's share in all the Costs shall be determined in accordance
with a key to be prepared by the Company and subject to the provisions
hereunder. In the apportionment of the Costs among the occupiers in
the Building and in the Park, the Company shall act as follows:
(a) The computation of the Lessee's pro rata share of the Costs
(hereinafter: "the Pro Rata Share") shall be made by dividing
the area of the Premises by the total area of the Building or
Park designated for sale and/or letting, in the absolute
discretion of the Company.
Differentials linked to the Index as defined in paragraph 8.3
hereunder, mutatis mutandis, shall be added to the Lessee's share
of Costs, where the Base Index for the computation thereof is
that Index as published on the 15th day of the month prior to the
date of the notice of demand.
The Lessee shall not be entitled to appeal against its share in
the Costs or against any data serving as a basis for the
computation of its share in the Costs, nor against the date to be
determined by the Company for the payment thereof.
(b) It is hereby agreed that the Company shall be entitled to alter
the key for the apportionment of the Costs and to lay down
another ratio between the areas having a different character or
use in the Building or Park, in its sole discretion, and the
Lessee shall have no claim and/or demand and/or action against
the Company in connection therewith. In addition the Company
shall be entitled to determine a key for the computation of the
Lessee's share in the Costs as a Pro Rata Share among all
occupiers of the Park of the Costs with respect to the Park and
the Building and the rest of
<PAGE>
74
the Buildings in the Park together or the separate computation of
the Pro Rata Share of all the occupiers of the Park of the Costs
with respect to the Common Areas in the Park, and the separate
computation of the Pro Rata Share of all occupiers of the
Building of the Costs with respect to the Common Areas in the
Building only, in its absolute and sole discretion.
(c) The Costs shall be payable by the Lessee and the other occupiers
of the Building and/or the Park in accordance with the provisions
in paragraph (a) above of this paragraph.
(d) The Lessee undertakes to pay to the Company its share of the
Costs, in accordance with the Company's estimation, for each
quarter in advance, on the first day of the first calendar month
for the quarter for which such payment is being made.
For the purposes of this paragraph "quarter" means: a period of
three months commencing in January of each year and ending in
March of each year; a period of three months commencing in April
of each year and ending in June of each year; a period of three
months commencing in July of each year and ending in September of
each year; a period of three months commencing in October of each
year and ending in December of each year.
4.3 Notwithstanding the provisions of paragraphs 4.1 and 4.2 above, it is
agreed that during the course of the first year of the lease, in place
of the Costs as defined above, the Lessee shall pay to the Company an
fixed sum of $ 3.50 per month for every square metre of the Area of
the Premises (as defined in the Lease Agreement).
4.4 For the avoidance of doubt, it should be hereby clarified that the
Lessee shall not be liable for any duplication of the payments set
forth in sub-paragraph 4.1, 4.2 and 4.3 above, and payments which are
remitted to the Company under sub-paragraph 4.3 above shall cancel
liability for the payment prescribed in sub-paragraph 4.1 and 4.2
above, and vice versa.
4.5 The Lessee hereby undertakes to pay to the Company the amounts set
forth above, irrespective of whether or not it makes use of the
Premises, as set forth in paragraph 11 of the Lease Agreement.
4.6 The Company shall prepare, within a period not exceeding 6 (six)
months from the end of each calendar year, a final account of the
Costs
<PAGE>
75
during the aforesaid calendar year (hereinafter: "the Annual
Account") and shall furnish the Lessee with a copy of such Account.
For the purposes of the preparation of the Annual Account, all income
and expenditure shall be linked to the Consumer Price Index, on the
basis of the last known indices, on the date of effecting such income
or expenditure. The aforesaid Annual Account, audited and confirmed by
the Company's accountant, shall serve as conclusive proof as to the
level of the Costs and as to the Lessee's liability for the payment of
the Costs in accordance therewith.
4.7 The Lessee hereby undertakes to pay to the Company the differentials,
if any, between the amounts paid by the Lessee on account of its share
of the Costs and its share of the Costs as determined in the Annual
Account. Such payment shall be effected within 7 days from the date of
submission of the Annual Account by the Company to the Lessee. Should
the differentials be to the credit of the Lessee, the Lessee's account
shall be credited accordingly.
4.8 The Lessee shall pay value added tax to the Company on each payment
for which it is liable under this Agreement, together with such
payment, at such rate as shall be applicable at the time of actual
payment, and it shall receive an appropriate tax invoice from the
Company.
4.9 As regard the first calendar year: the Company shall be entitled, in
its absolute discretion, to submit an Annual Account relating to the
period commencing on the Effective Date and ending at the end of that
year, or to add the Annual Accounts relating to this period to the
following calendar year.
4.10 In order to enable the Company to effect maintenance and repairs to
the Building and/or the repair and/or replacement of installations
and/or equipment and/or systems in the Building designated for the
common use of all or any section of the occupiers of the Building
and/or the Park, the Company shall conduct an amortisation fund
(hereinafter: "the Amortisation Fund").
Simultaneously with the payment of the Lessee's share of the Costs as
defined above and at the time of payment thereof, the Lessee shall pay
to the Company, in addition to the amount of the Costs linked as
aforesaid, a sum equal to $ 0.25 (one quarter of a United States
dollar) for each square metre of the Premises, as its participation in
the Amortisation Fund (hereinafter: "the Participation Amount"). The
Company shall be entitled to increase the Participation Amount to as
much
<PAGE>
76
as $ 0.30 (Thirty United States Cents) at the end of the year from the
Date of Delivery of possession as set forth in paragraph 11 of the
Lease Agreement.
The Amortisation Fund shall be conducted and audited by the Company's
accountant in accordance with accepted accounting principles in
relation to amortisation funds, and its reports shall be open for
perusal by the Lessee at the Company's offices.
For the avoidance of doubt it is hereby stipulated that the
Participation Amount which the Lessee pays arising from this paragraph
4.10 shall constitute for all intents and purposes a part of the
payments for which the Lessee is liable with respect to its share of
the Costs as set forth in paragraphs 4.1 and 4.3 above.
5. The Period of the Agreement
---------------------------
5.1 The Company undertakes to render and manage the Services with effect
from the Date of Delivery of the Premises to the Lessee under the
Lease Agreement. The Management Company may render partial or full
services according to need and in its discretion from the date the
Building is first occupied until the Date of Delivery to the Lessee.
However, under no circumstances shall the Company be obliged to
commence the management of the Services and the rendering thereof
prior to the date on which the Common Property of the Building and/or
the Park is delivered to its possession by the contractor /
contractors carrying out the work of the construction of the Building
and/or the Park, depending on the context.
5.2 The occupiers of 75% of all areas in the Park designated for letting
and/or sale are entitled, under a document signed by them, to give
notice to the Company that they do not wish the subsistence any
particular service from among the Services provided by the Company at
that time. In such an event, the Company shall cease to provide that
service on the expiration of three months from receipt of the
foregoing notice, provided that should the Company be of the opinion
that it is essential to maintain the foregoing service in the
Building, it shall be entitled to approach the managing director of
the Company and to obtain his final ruling in connection therewith. It
is hereby recorded that with respect to any service the supply of
which has been discontinued under this paragraph above, the occupiers
of the Park shall not be entitled to provide or supply that service
themselves or through any other corporation or entity whatsoever. For
the avoidance of doubt, in regard to areas in the
<PAGE>
77
Building and/or the Park designated for letting and/or sale which have
not been so let or sold, the Company shall be regarded, for the
purposes set forth in this sub-paragraph 5.2 and sub-paragraph 5.3
hereunder, as the lessee of those areas.
5.3 The occupiers of 75% of all areas in the Park designated for letting
and/or sale are entitled, in a document signed by them to be submitted
to the Company, to request the supply of a service which is not among
those provided by the Company at that time. The Company shall notify
the occupiers as aforesaid within 30 days from receipt of their
foregoing request, whether it is possible for it to supply the
additional services, and if so, when such aforesaid services are to be
provided and the approximate cost thereof. In the event of the Company
deciding that a particular service shall not be provided by it, the
occupiers of not less than 75% of all the areas in the Park as
aforesaid shall be entitled to enter into contractual arrangements
with any third party whatsoever for the purpose of the provision of
the service as aforesaid, but only subject to obtaining the prior
written consent of the Company. The Company shall be entitled to
refuse its consent as aforesaid should it be of the opinion that
entering into contractual arrangements as aforesaid is liable to
prejudice the Company and/or the remaining lessees and/or users of the
Building and the Park.
5.4 Any change in the Costs, if required, resulting from the
discontinuance of the supply of any of the Services or the supply of
additional services as set out above, shall be determined by the
Company in its sole discretion and the Lessee shall bear any addition
to the Costs laid down as a result thereof.
5.5 The Lessee undertakes to be responsible for all the obligations
imposed upon it under this Agreement with effect from the Date of
Delivery of the Premises to it in accordance with the Lease Agreement,
or from such earlier date as is prescribed therefor in the Lease
Agreement.
6. Value Added Tax
---------------
Any amount which the Lessee is obliged to pay or deposit shall be subject
to value added tax at the lawful rate thereof as at the date of the payment
or depositing thereof. It is agreed that the Company shall be entitled to
round off the amounts which the Lessee is obliged to pay or deposit
pursuant to this Agreement or under any law to the nearest whole shekel
value. The payment of value added tax shall be effected on the date
prescribed for making any of the payments or deposits set forth in this
Agreement, and against a tax invoice.
<PAGE>
78
7. Transfer of Handling of Management of Services
----------------------------------------------
Should the Company decide to transfer the handling of the management of the
Services and the rendering thereof and all matters flowing therefrom,
including all its rights and obligations under this Agreement, to a third
party, prior to effecting the transfer of such handling as aforesaid, it
shall be obliged to obtain a letter of undertaking from such third party
whereby the aforesaid third party agrees to assume the fulfilment of all
the Company's obligations under this Contract.
8. Relief in the event of a Breach of the Agreement
------------------------------------------------
8.1 In the event of the Lessee failing to pay on due date any amount
whatsoever due or which shall become due by it to the Company under
this Agreement and/or should the Lessee be in breach of any of the
provisions of this Agreement, the Company shall be entitled, without
prejudice to its right to any other lawful relief, and at its
election, to take one or more of the following steps:
(a) To discontinue the management and rendering of the Services
provided to the Lessee under this Agreement, in whole or in part.
(b) To seek an injunction and/or mandamus, to take any action
whatsoever or to refrain from any action as aforesaid, for the
purpose of enforcing the aforesaid payment and/or any other
obligation of the Lessee under this Agreement as the Company
shall see fit.
(c) To act in any other manner available to it according to law,
including the cancellation of this Agreement and the cancellation
of the Lease Agreement with the Lessee and the eviction of the
Lessee from the Premises.
8.2 It is agreed that with respect to any amount which the Lessee failed
to pay on the due date thereof (hereinafter: "the Amount in Arrears")
the Lessee shall be obliged to pay to the Company, in addition to the
Amount in Arrears, linkage differentials, the manner of computation of
which is set out hereunder (the Amount in Arrears together with
linkage differentials shall hereinafter be called: "the Re-valued
Indebtedness"). The Re-valued Indebtedness shall bear interest at the
rate of 10% per
<PAGE>
79
annum (hereinafter: "the Annual Interest") from the date of creation
of the indebtedness to the Effective Date as defined hereunder.
8.3 In this paragraph:
Index - means the Consumer Price Index, including
-------- vegetables Bureau of Statistics. Should the base
of the Index be replaced or should the method
of computation and preparation thereof be changed
or should it be published by another entity in
place of the aforesaid Bureau, the Company shall
make the computation of the rise of the
Index for the purposes of this clause, by having
regard to the foregoing changes.
the last Index as shall be known prior to the
Base Index - date payment of any of the amounts which the
------------ Lessee is obliged to pay as set forth in this A
Agreement and not so paid on the due date thereof.
the last Index as shall be known on the first
New Index - day of the month in which the payment was
--------- actually made (hereinafter: "the Effective
Date").
Linkage the difference between the New Index and the Base
-------- Index, divided by the Base Index and multiplied
Differentials - by the Amount in Arrears.
---------------
8.4 Should the actual payment of the Amount in Arrears be made on any date
after the Effective Date and up to the last day of the month of
payment, inclusive, (hereinafter: "the Date of Actual Payment") daily
interest at a rate to be determined from time to time during the month
of payment, in unauthorised current overdraft accounts at Bank
Hapoalim Ltd., shall also be added to the Re-valued Indebtedness, from
the Effective date to the Date of Actual Payment.
Any amount paid by the Lessee to the Company arising from any
indebtedness in arrears shall be split and attributed proportionately
against the components of the indebtedness in arrears, namely, the
daily interest component, the annual interest component, the linkage
differentials component and the Amount in Arrears component.
<PAGE>
80
Should the aforesaid payment be insufficient to cover the full
indebtedness of the Lessee to the Company as at the Date of Actual
Payment, the provisions set forth in sub-paragraph 8.2 above shall
apply with respect to the balance of the Amount in Arrears which had
not been discharged as set out above.
8.5 It is agreed and declared between the parties that in addition to any
relief provided for under this Agreement and in any law, the Lessee
shall be obliged to pay to the Company, in addition to the Amount in
Arrears, all the costs occasioned to the Company in all matters
relating to legal action against the Lessee in connection with any
hearing or legal proceedings or Execution Office action, including the
legal fees of the Company attorney who dealt with the matter
(hereinafter: "the Legal Costs").
For the avoidance of doubt it is stipulated that the Lessee shall be
obliged to refund to the Company all the Costs occasioned to the
Company arising from the filing of a claim and/or the institution of
execution proceedings against the Lessee, even though such Costs had
not been approved by the Court or the Execution Office for payment for
any reason whatsoever. The Costs set out in this paragraph shall be
included within the framework of the Company's legal costs and the
provisions of sub-paragraphs 8.5 and 8.6 hereunder shall also apply
thereto.
8.6 The Lessee shall pay the aforesaid Legal Costs to the Company
immediately after receipt of a written demand therefor from the
Company, together with linkage differentials and interest, as
indicated above in this paragraph, from the date of dispatch of the
demand to date of actual payment.
8.7 The parties agree that the Company's documents shall serve as prima
facie and conclusive proof as to the amount of the Legal Costs.
9. The Lessee's Obligation to Effect Payments
------------------------------------------
The Lessee's refusal or unwillingness to receive any service whatsoever
and/or desire to discontinue the management and rendering of the Services
with respect to the Premises, in whole or in part, and/or the discontinuance
of the management and rendering of the Services by the Company, shall not
release the Lessee from the obligation to participate in all the Costs and
Management Fees under the conditions of this Agreement.
<PAGE>
81
10. Non Set Off of Payments
-----------------------
The parties agree that the amounts which they owe or shall owe to each
other under the provisions of this Agreement shall not be capable of set
off.
11. Condominium Representation
--------------------------
The Lessee hereby agrees that during the entire period of the Agreement the
Company or any person appointed by it shall serve as the "Condominium
Representation" in accordance with section 65 of the Lands Law
(hereinafter: "the Lands Law") 1969, and it shall support the foregoing
appointment insofar as may this be necessary.
12. Costs of the Agreement
----------------------
The Lessee undertakes to bear the cost of duly stamping this Agreement, or
any tax or duty which may be recoverable with respect thereto in the
future.
13. Delivery of Notices
-------------------
Any notice which the parties are obliged to deliver to each other under
this Agreement shall be regarded as having been delivered on the expiration
of 3 business days from the time of dispatch thereof by registered post
from a post office in Israel to the address of the parties as set forth in
this Agreement, or to such address as shall be operative as at the date of
dispatch of such notice.
The delivery of a notice at the Premises to the Lessee or to any of its
employees or the affixing thereof to the door of the Premises shall be
regarded as duly delivery to the Lessee.
In addition to the foregoing, the parties shall be entitled to send notices
to each other by messenger and in such event the time of delivery shall be
regarded as the time of delivery which appears on such delivery notice
signed by such messenger.
The transmission of a notice by facsimile shall be regarded as delivery
thereof by a messenger at the time of such transmission.
The address of the parties as set forth in the Lease Agreement shall be
regarded as their address both for the purpose of this Agreement and for
the purpose of the service of court processes.
<PAGE>
82
14. General
-------
All the provisions of this Agreement add to the provisions of the Lease
Agreement entered into between the Company and the Lessee, and nothing
therein shall be construed as derogating in any manner whatsoever from the
provisions of the Lease Agreement. In the event of a contradiction between
the provisions of this Agreement and those of the Lease Agreement, the
provisions of the Lease Agreement shall take precedence.
In witness whereof the parties have affixed their signatures at the
place and on the date as above:
"signed" Azorei Mallal Industries Ltd. "signed" Accord Networks Ltd.
-------------------------------------- -----------------------------
The Company The Lessee
<PAGE>
83
APPENDIX C
----------
PARK AZORIM - BUILDING NO. 1
INDUSTRIAL AREA KIRYAT ARYEH - PETACH TIKVA
-------------------------------------------
BASIC TECHNICAL SPECIFICATION FOR LESSEES
-----------------------------------------
A. BUILDING ENVELOPE
-----------------
1. General
-------
This building is planned on a site area of approx. 43 dunam (10.75 acres)
located in the Kiryat Aryeh Industrial Area in Petach Tikva, identified as
plot no. 1065, on parts of parcels 87, 90, 92, 94 and 96 in block 6640.
The building is the first of a campus of future buildings which will rise
around a central common green park and parking area.
2. Description Of The Building
---------------------------
The building will include a basement parking level with an additional
basement level, ground floor, commercial/offices, eight office floors and
roof level with technical installations as approved by the Planning and
Building Authority.
3. Table Of Gross Areas According To The Planning Submission
---------------------------------------------------------
<TABLE>
<CAPTION>
Floor Area M/2/ Designation
----------------------------------------------------------------------------------------
<S> <C> <C>
Sub-basement 313.62 Future connections
----------------------------------------------------------------------------------------
Basement 4,907.48 Parking
----------------------------------------------------------------------------------------
Ground floor 804.75 Commercial/offices
----------------------------------------------------------------------------------------
Second floor 1,046.20 Offices
----------------------------------------------------------------------------------------
Third floor 1,315.00 Offices
----------------------------------------------------------------------------------------
Floors 4 - 9 each 1,538.30 Offices
----------------------------------------------------------------------------------------
Floors 4 - 9 total 9,229.80 Offices
----------------------------------------------------------------------------------------
Roof plant housings 321.52 Technical plant
----------------------------------------------------------------------------------------
Total 17,938.37
----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
84
4. Structure
---------
(a) Foundation
----------
Concrete pile foundations and load bearing walls.
(b) The floors for office and commercial use will be designed for a
loading of 500 kg/m/2/. In any case that the Lessee wishes to install
unusually heavy equipment (safes, refrigerators, compactors, etc.)
written permission must be obtained from the Developer.
(c) The building facades will be executed in reinforced concrete or
concrete blocks faced with natural stone and aluminium in conjunction
with aluminium curtain walling, aluminium windows and reflective or
anti-sun glass.
(d) Partition walls between separate leasings will be constructed with
double plasterboard partitions with double board each side overall
thickness approximately 17 cm including 2" insulation sheeting, or 20
cm thick concrete blocks, according to the Developer's decision.
(e) The building will have two service cores each including: two elevators
stairs, shelter at each level, air conditioning plant room, cupboards
for electricity, communications etc. shafts, and toilets at the office
levels.
The two ends of the building will each contain an additional secondary
service core, each comprising open stairs, elevator connecting the
basement to the entrance level. Refuse room at entrance level.
5. Description of The Rental Area Floors
-------------------------------------
(a) Basement
--------
<PAGE>
85
(1) Level - 4.35.
(2) Net height not less than 2.20 metres.
(3) Floor finish: smoothed concrete.
(4) Wall finish: acrylic paint on concrete.
(5) Exposed concrete walls or ceilings will be left in concrete
finish or paint finish as above in accordance with the
Architect's decision.
(b) Ground Floor
------------
(1) Level; -+ 0.00.
-
(2) Gross floor to ceiling height about 4 metres.
(3) Floor finish: 30/20 ceramic tiles base price $ 12/ m/2/.
(4) Internal finish of the building envelope (columns) plasterboard
or plaster finished with acrylic paint or synthetic limewash
according to the Developer's choice.
(5) Elevations and openings: fixed shopfronts with opening elements
of aluminium and reflective or anti-sun glass.
(c) Office Floors 2 - 9
-------------------
(1) Levels: +4.50, +8.00, +11.50, +15.00, +18.5-, +22.00, +25.50,
+29.00.
(2) Gross floor to ceiling height about 3 meters.
(3) Finish of building envelope: plasterboard or plaster finished
with acrylic paint or synthetic limewash according to the
Developer's choice.
<PAGE>
86
(4) Elevations and openings: aluminium windows with reflective or
anti-sun glass or curtain walling with glass as above in
conjunction with opening windows and aluminium panels.
6. Description of The Service Cores
--------------------------------
(a) Staircases
----------
(1) Finish of stairs - risers and treads - terrazzo.
(2) Finish of landings - terrazzo tiles 30/30 or 20/20 cm. Same
colour as stairs.
(3) Finish of walls and ceilings - acrylic paint or fairfaced
concrete.
(4) Balustrades and handrails - galvanised metal finished with
"Superlac" paint or equivalent.
(b) Shelter - Protected Space At Each Level
---------------------------------------
(1) Floor tiles - 30/30 cm ceramic or granite porcelain or terrazzo.
(2) Walls and ceiling finished with thin cement plaster according to
the requirements of the Civil Defence Command.
(3) Including all fixtures and fittings as required by the Civil
Defence Command.
(c) Entrance Lobby
--------------
(1) Floor finish: granite of a type as approved by the Architect
together with limestone, as designed by the Architect.
<PAGE>
87
(2) Ceiling finish: mineral acoustic ceilings in conjunction with
plasterboard and perforated aluminium trays according to the
Architect's design.
(3) Walls faced in stone of type "Delicto or equivalent-beige".
(d) Elevators
---------
(1) Two fast elevators to each service core to the full height of the
building, plus one elevator to each secondary service core
connecting the basement to the ground level according to the
Elevator Consultant's design.
(2) The execution of the elevator work will be carried out by a
recognised reputable company.
(3) The elevator floor will be granite of a type chosen by the
Architect.
(4) The walls and ceiling will be finished with wood laminated panels
in conjunction with stainless steel and mirror.
(5) Lighting to a high standard of finish.
(e) Floor Lobbies
-------------
(1) Flooring: granite porcelain or ceramic tiles of dimensions up to
30/30 cm according to the Developer's choice.
(2) Wall finish: stone "Delicto beige" or equivalent in conjunction
with granite porcelain or ceramic tiles as above and decorative
plaster as the example of "valch" or equivalent.
(3) Ceiling finish: plasterboard ceilings with perforated aluminium
trays or mineral panels according to the Architect's design.
<PAGE>
88
(f) Floor Toilets
-------------
(1) Walls and ceilings finished with granite porcelain or ceramic
tiles of dimensions up to 30/30 cm. according to the Architect's
design.
(2) Prefabricated partitions with Formica finish in conjunction with
aluminium manufactured by "Domo" or equivalent.
(3) Ceiling: perforated aluminium trays.
(4) Class A low flushing lavatories manufactured by "Charsah " or
equivalent.
(5) Basin counters to be "kesar" or natural stone according to the
Architect's choice, including class A chinaware sinks fixed from
below manufactured by "Charsah" or equivalent.
(6) Counter top fixed mixer taps, chrome-nickel finish "Luxomat"
manufactured by Chamat or equivalent.
7. Roof Waterproofing
------------------
The waterproofing of the roofs of the building will be executed in
accordance with the following specification:
(a) The roof falls will be formed with a layer of lightweight porous
concrete of type "Betkal" or Medah of the thickness required to give
minimum falls of 1% - 1.5% with a minimum thickness of 4 cm.
(b) Formation of concrete angle fillets along the length of the parapets
according to the instructions of the manufacturers of the
waterproofing membrane.
<PAGE>
89
(c) Waterproofing over the above-mentioned will be carried out by means of
high standard bituminous sheeting with welded joints or equivalent.
(d) According to the requirements and the recommendations of the
Consultant, additional concrete bases 5 cm thick will be formed on
parts of the roof, and air conditioning equipment and other
installations on the roof will be placed on these bases in accordance
with the Consultant's directives.
8. Carpentry And Metalwork
-----------------------
(a) Entrance doors to the stairways will be fire resisting building
standard approved, steel or aluminium or fire-resisting glass with
hydraulic closer according to the Architect's choice. All the doors in
the building will be uniform.
(b) The number of entrance doors will be calculated on the basis of one
door to a rental space of 150m/2/ and two doors to a rental area of
over 150m/2/.
(c) The metalwork to the protected spaces at each level will be executed
in accordance with the requirements and standards of the Civil Defence
Command.
9. Sanitary Installation
---------------------
(a) The water pipework in the building will be steel "" Sekorit"".
(b) The waste and drainage pipework will be executed with approved
materials "Gavrit" or PVC.
(c) The drainage system outside the building will conform to the
requirements of the Local Authority.
(d) Fire fighting appliances will be situated throughout the building as
required by the Fire Fighting Service.
<PAGE>
90
(e) At each floor level it will be possible to situate kitchenettes and to
connect to prepared water supply, drainage and air exhaust
connections.
(f) Preparation for water meter connection will be executed at the central
meter point outside the tenancy. The Lessee will be responsible for
ordering the water connection and meter from the Local Authority as
required. The water meter will be computer read.
(g) Changes to the sanitary and fire fighting systems will be carried out
by the Lessor only.
10. Sprinklers And Emergency Safety Signs
-------------------------------------
(a) Sprinkler installations will be installed in the parking and public
areas according to the Consultant's plan and the Fire Fighting
Service's requirements.
(b) The Lessee will install standard safety and emergency signs according
to the requirements of the Safety Consultant and the authorities.
(c) Changes in the sprinkler installations will be performed only by the
Lessor.
11. Electricity
-----------
(a) General
-------
(1) The building will be supplied with an electrical connection of a
capacity as designed, and as approved by the Electric Corp.,
which will supply the requirements of all the building with
regard to air conditioning, lifts, lighting etc,
(2) The building will receive its electrical connection by means of a
high voltage bulk meter from the Electric Corp. and therefore,
will build a transformer station in
<PAGE>
91
the building area for the possible use of the Electric Corp..
(3) Electric supply to Lessees will be carried out by means of a
private transformer station according to the detailed conditions
specified in the enclosed appendix for electric supply.
(4) An emergency generator unit will be installed for supply to
emergency systems as laid down by the Electrical System Designer.
(5) Light points and fittings will be installed in the entrance hall,
floor level lobbies, public areas and toilets. Fittings according
to the choice of the Architect.
(6) The parking level will have a lighting system using fluorescent
lights.
(7) The public areas will have socket outlets for general use as
planned by the Electrical System Designer.
(b) Electrical Connection
---------------------
(1) The Lessor will provide each Lessee with an electrical connection
of 3 x 25A capacity for each unit of 100m/2/ in area.
(2) In the event that the Lessee requests a connection with a larger
capacity, he will pay the Lessor for the larger connection
according to the price charged by the Electric Corp. for
enlarging a low voltage connection.
(3) The Lessor undertakes to make enlargement of electrical
connection possible up to a maximum capacity of 200 watts per
square meter of rented space.
(4) The Lessor will enlarge the capacity of the electrical connection
above this only in the event that this is possible.
<PAGE>
92
(c) Payment For Use Of Electricity
------------------------------
(1) Electricity supply to tenants will be by means of the private
meters of the Maintenance Company as specified in the enclosed
appendix for electricity supply.
(2) The tenant will pay for electricity used according to the price
laid down by the Electricity Company for users of his
classification.
(3) The electricity bill will be sent to the tenant once a month and
will be paid to the building's Maintenance Company.
12. Low Voltage Systems
-------------------
(a) Fire And Smoke Detection System
-------------------------------
According to the Safety Consultant's directives with the Fire Fighting
Service's approval.
(b) Central Control System
----------------------
The building will have a control system to provide information on the
state of the various systems at the central desk or at the building
administration office.
Alarms will show the situation of the systems and/or the control
switches according to the following: elevators, air conditioning, car
park lighting, smoke detection, sprinklers, diesel generator, drainage
pumps, drainage and water supply and external lighting.
(c) Telephone Infrastructure
------------------------
(1) By means of "Bezeq" or "NSR " services through a communication
centre according to the Developer's choice.
<PAGE>
93
(2) Infrastructure for outside telephone lines will be executed.
(3) The Lessee will order and pay the Telephone Company for telephone
lines.
(4) The Lessee will pay telephone bills direct to the Telephone
Company.
13. Air-Conditioning
----------------
(a) A system of cooling towers will be executed in the building which will
provide condensed water to all areas of the building in accordance
with the plan of the Air Conditioning Consultant, in addition, air-
conditioning plant rooms will be designated at each level for the
systems which will be carried out by the Lessees.
(b) All equipment, materials and fittings supplied to the building will be
good quality of recognised manufacture.
(c) A ventilation system will be installed to the parking basements
according to the instructions of the Safety Consultant and the Air
Conditioning Planner.
(d) Air conditioning system, cooling towers and terminal units will be
executed to the common areas according to the Developer's decision.
14. Aluminium
---------
(a) All the aluminium work in the building will be of standard 1 as
defined in the General Specification of Building Works. The colour of
the aluminium will be as chosen by the Architect.
(b) Blind frames will be galvanised metal.
(c) Curtain walls will be of the manufacture of a known company of
reputation.
<PAGE>
94
(d) All glass will be clear of "Antisun" type or reflective of thicknesses
as required by the standard and of shade as chosen by the Architect.
(e) The ground floor will be carried out with display windows in aluminium
and glass as above in accordance with the Architect's plan.
15. Landscaping
-----------
(a) The landscape work will be carried out as the first stage of the
entire complex of the future park.
(b) Flooring will be limestone in conjunction with interlocking paving
tiles or Grano or equivalent in glass according to the Architect's
design.
(c) The garden areas will be according to the Architect's design including
a watering system.
(d) There will be a system of water pools next to the building.
(e) Temporary above ground protected parking will be provided.
(f) All, landscaping works, fences, pavements, parking etc will be carried
out according to the Architect's design and the requirements of the
authorities.
(g) A refuse room including refuse container will be situated at ground
level.
B. OFFICE FINISHES
---------------
1. Internal Partitions
-------------------
(a) The partitions at the office and commercial leve ls will be
plasterboard single membrane filled with 2" thick rockwool.
<PAGE>
95
(b) The partition area will be calculated according to 1m/2/ plasterboard
partition to every 0.75m/2/ rented, the net rented area (the floor
area of the rental).
2. Suspended Ceilings
------------------
(a) Suspended ceilings of modular mineral tiles composed of glasswool or
fibreglass, 5/8" thick, dimensions 60/60 cm and/or 120/60 cm will be
installed as a level surface in every unit.
(b) Recessed fluorescent light fittings will be installed in all the
ceilings.
(c) Plasterboard aprons will be installed as necessary and only in areas
were necessitated.
3. Flooring
--------
(a) Office levels will have wall to wall carpeting including skirtings at
a base price of $ 12/m/2/, laid on smoothed concrete.
(b) Damp areas or areas with heavy traffic will have 30/30 cm ceramic
tiles including skirtings at base price of $ 12/m/2/ fixed by gluing.
4. Paint
-----
(a) Painting of walls and ceilings in damp areas: walls in damp areas
above areas finished with ceramic tiles, if there are such, will be
painted with coats of "Akrinol" paint or equivalent applied in
accordance with the manufacturer's instructions.
5. Carpentry
---------
(a) Doors to the typical floor areas will be factory made doors filled
100% in the lower 60 cm and 50% to the remainder. Gross door opening
width will be 90 cm.
<PAGE>
96
(b) The doors will be factory formed with a laminate finish or patterned
wood according to the Architect's choice.
(c) Door furniture will be "Alum" manufacture or equivalent. Each door
will be fitted with a "Yarden" cylinder lock or equivalent according
to the Architect's choice.
(d) Door frames will be timber or metal with "Polyor" paint finish or
other according to the Architect's choice.
(e) The quantity of doors to office and commercial areas will be
calculated according to one door to every 27m/2/ net area rented (the
floor area of the premises).
6. Electrical Installations And Communications Infrastructure
----------------------------------------------------------
(a) Lighting
--------
(1) To every 7.5m/2/ rental area (net floor) one light point will be
provided with a fluorescent fitting 2 x 36w recessed in the
suspended ceiling of "Bath" type with preparation for a louver.
(2) Switches will be of "D.I.G." model.
(b) Single-Phase Socket Outlets
---------------------------
(1) One single-phase socket outlet will be provided to every 7.5m/2/
(net floor) of rental area.
(2) The socket outlets will be of "D.I.G." model.
(3) Connection points for air-conditioning units will be according to
the design of the system.
(c) Telephone Infrastructure
------------------------
(1) One external telephone point will be provided to every 15m/2/
(net floor) of rental area.
<PAGE>
97
(2) Each point will include piping from the point to the floor level
telephone cupboard with four pole telephone cable.
(d) Fuse Boards
-----------
(1) Main and secondary fuse boards will be planned in accordance with
the requirements of the building and electrical laws and
standards.
(2) All equipment in the electrical fuse boards, including main
switches, semi-automatic switches and reduction relays will be
executed in accordance with the Electrical Consultant's plans.
(3) The electrical fuse boards will be planned with reserved areas
which will enable the addition of circuits of 25% above those
planned.
(4) Supply boards for the points detailed in clause 6(b) will be
installed in each rental unit.
(e) Alterations To The Electrical And Communication Installation Requested
----------------------------------------------------------------------
By The Occupants
----------------
(1) All electrical and communication installations required by the
Lessees will be executed by the Lessor.
(2) The Lessor will plan and execute the electrical and communication
installations according to the requirements of the Lessee with
the approval of the Electrical Consultant of the building.
(3) The Lessee will pay for the electrical installation in accordance
with the following principles:
(a) Planning
--------
<PAGE>
98
In accordance with the hourly fee as laid down in the tariff
of the Israel Engineers and Architects Association.
(b) Electrical and communications installation
------------------------------------------
According to the price list of the Lessor.
7. Fire-Fighting Systems
---------------------
(a) Smoke detectors and/or sprinklers will be installed in the rented
areas according to the Consultant's plan and the authorities'
requirements.
8. Air-Conditioning
----------------
(a) A system of cooling towers will be executed in the building which will
supply condensed water to all areas of the building in accordance with
the plan of the Air-Conditioning Consultant. For this purpose, air-
conditioning rooms will be designated at each level for the system
which will be installed by the Lessees.
9. Alterations To The Electrical, Fire-Fighting And Communication Systems
-----------------------------------------------------------------------
Requested By The Occupants
--------------------------
(a) All the installations for the Lessees as above-mentioned will be
executed by the Lessor.
(b) The Lessor will plan and execute the above-mentioned systems according
to the requirements of the Lessee with the approval of the Electrical
Consultant of the building.
(c) The Lessee will pay for the planning and execution of the
installations in accordance with the following principles:
(1) Planning
--------
In accordance with the hourly fee as laid down in the tariff of
the Israel Engineers and Architects Association.
<PAGE>
99
(2) Electrical And Communications Installation
------------------------------------------
According to the Lessor's price list.
NOTE: Changes to the plans, quantities and technical specifications
according to the requirements of the authorities of the Consultants in
coordination with the Architect.
TECHNICAL SPECIFICATION FOR THE EXECUTION OF
--------------------------------------------
FINISHING WORKS - ACCORD VIDEO COMMUNICATIONS LTD
-------------------------------------------------
PARK AZORIM BUILDING NO. 1
--------------------------
1. General
-------
This appendix is an addition to the original general attached technical
appendix. In any case of conflict between the two specifications, this
specification and quantities will determine the issue.
(a) All works will be executed according to the appropriate instructions
as contained in the General Specification for Building Works published
by the Inter-Ministerial Committee (the Blue Book).
(b) All the works will be executed to a high standard and to the full
satisfaction of Avi Dayan and subject to the requirements,
specifications and standards of the various authorities.
(c) All the works will be executed by the Contractor and at its expense
including supplying and fixing and including:
- plasterboard partitions including insulation;
- acoustic ceilings in conjunction with recessed fluorescent lighting
fittings;
<PAGE>
100
- carpeting and perimeter carpentry;
- complete air-conditioning system;
- complete systems for electricity, power, lighting, telephones and
computer communications - ducts and piping including drawing
wires at the Contractor's expense. Cables and outlets for
computers and telephones - at the Company 's expense;
- signs and emblems, including direction signs at the entrance level
to the building and at the floor level itself at the Company's
expense in collaboration with the Architect of the building;
- sprinkler systems, fire and smoke detectors, crisis systems -
according to the Safety Consultant's requirements, connected to
the central systems of the building.
(d) The Company will be permitted to request changes in the placement of
partitions, doors and acoustic ceilings before the execution of the
works. The changes will be executed without additional charge on the
condition that the changes are notified at least one week prior to
execution.
(e) All the works including those detailed above will be supplied and
executed at the Contractor's expense without any additional payment by
the Company.
(f) The Company will be permitted to remove work from the Contractor - not
including air-conditioning, electrical, partitions, doors, ceilings
and standard carpeting works - and execute the works with the help of
other Contractors with no payment of profit to the Main Contractor.
(g) The Contractor will hand over the floor to the Company at the agreed
time completely finished and ready for immediate use.
<PAGE>
101
(h) Two weeks before the hand-over of the floor, minutes for the receipt
of the works will be drawn up by Avi Dayan detailing the immediate
repairs and completions of work required to be carried out by the
Contractor before the hand-over of the floor according to the
agreement.
2. Details of Works
----------------
(1) Carpets - Supplying and gluing.
-------
Woven hard wearing carpet according to the Israeli and
European standard including compliance with the standard, the Fire
Fighting Service's requirements anti static polyphrene, abrasion
resistant, stain resistant, base price for carpet only $ 17/m/2/.
The carpet will be glued to a smooth surface, including sewn
skirtings, thresholds etc. Colour according to Avi Dayan's selection.
In the event that the Company decides on this type of
carpet, no additional price will be paid.
In the event that the Company decides on another type of
carpet to part of the area or to the total area, the base price of $
17/m/2/ will be deducted from the cost of the carpet only. The
complete works of installing and gluing the carpet including
thresholds, sewing, skirtings etc. will be carried out by the
Contractor without payment.
(2) Walls - Supply and fixing complete according to the plans of Avi
-----
Dayan (including curved walls).
(a) Plasterboard walls will include 2 layers of reinforced
plasterboard boards resistant to loads and fire of a thickness of
10 mm each with compressed rockwool acoustic insulation between
them combined with panels of glass 6 mm thick minimum (the
quantity will be limited according to the agreed drawings).
<PAGE>
102
(b) In the office of the general manager, the conference room, and
likewise 6 managers offices, special walls will be installed as
follows: two double layers of plasterboard on each side of the
wall together with double compressed rockwool acoustic insulation
2" thick with a weight of 80 kg/m/3/.
All the walls will be installed from the concrete floor, by means
of rubber strips, until the concrete, ceiling and the inside of
the concrete recesses, including filling and smoothing and paint
of colours as chosen by Avi Dayan.
(3) Doors - Supply and fixing complete according to the plans of Avi
-----
Dayan.
(a) The doors will have timber filling of 60% minimum and will be
faced with "Fornir" laminate on both sides. Door handles
"Marissah" 800 FBA nickel finish.
The doors to the rooms with the acoustic insulation will have
100% filling.
Timber frame painted with toned varnish or "Polyor" paint
including filling and smoothing. All doors will have handles and
cylinder locks designed for one master key.
(b) Glass door of "Sekorit" type, including floor recessed hydraulic
door closer, including preparation for electrical locking and
intercom system with buzzer through the telephone system of the
Company, of dimensions 120/220. The door will be combined with an
installation of glazed aluminium to the total width of the
entrance halls from the elevator area (on the third floor
provided that the whole floor is rented by the Lessee).
4. Acoustic Ceilings - Supply and Fixing
-----------------
(a) Modular mineral panels, typical panel size 60/60 15 mm thick, finished
with profiles Z + L type and pattern of panels according to Avi Dayan.
<PAGE>
103
The ceilings will include fluorescent lighting fittings 4 x 18w with
parabolic aluminium diffusers against glare.
Recessed light fittings P.L. 2 x 18W or halogen 50w with coloured
glass (corridors, public areas, conference room and likewise).
The Contractor will supply and fix at his expense a level of lighting
of 600 lux and not less than 4 double fluorescent light fittings in
each room.
In the event that the Company decides on a special decorative
plasterboard ceiling to the entrance hall and conference room, the
Contractor will supply and execute these at his expense at a price not
more than $ 100/m/2/.
5. Painting And Wallpapering
-------------------------
The plasterboard walls, block and columns, will be painted with a
"Superkrete" paint to full coverage.
Frames will be painted with "Polyor" paint or toned varnish.
The tones will be decided by Avi Dayan.
6. Air-Conditioning Installation
-----------------------------
Supply and fixing complete operating air-conditioning installation in all
areas and rooms of the floor level including heating, cooling and fresh
air, with all preparations and essential elements, including coordination
with the plans by the Air-Conditioning Consultant at the Contractor's
expense. Separate thermostats to each room and a complete general operating
system.
7. Electrical Installation
-----------------------
Supply and fixing complete operating electrical installation and lighting
including all the elements - main switchboard, secondary switchboards, 630
amp supply, piping including wiring, fittings,
<PAGE>
104
outlets, all below the plaster and in wall voids,. the plasterboard and the
ceilings. Complete lighting installation, including switches and emergency
lighting, to a level of 600 lux minimum.
Power point system.
Telephone system including pipework and distribution boxes. Conduits and
pipework + withdrawing wire not including wiring and fittings.
Computer communication system finished and complete in accordance with the
standards according to the requirements of the Safety Consultant. The
fixing of the outlets and cables of the computer communication system and
the telephones will be executed by the Company at its expense. The colour,
quantity and location of all the fittings will be in accordance with the
plans of Avi Dayan and will be adapted to the execution plan of the
Electrical Consultant of the building at the Contractor's expense.
The number of points which will be executed at the Contractor's expense in
accordance with the plan of Avi Dayan.
In one place the socket outlets will be executed in the concrete floor.
8. Plumbing Installations
----------------------
Sprinkler system complete in accordance with the laws and standards,
perfect and operating including everything necessary according to the
requirements of the Safety Consultant.
3 kitchens, in each kitchen: 2.0 metres of lower cupboards and 2.0 metres
of upper cupboards, worktop, "Kaissar" marble, "Mixomat" taps worktop
mounted, ceramic floor finish and to all the walls, fireclay sink 60/40
complete with all fittings, water, drainage, all connections, operating and
ready for use.
SHAPIRA HAHN CONSULTING ENGINEERS LTD
93 Jabotinsky Street
Ramat Gan 52553
<PAGE>
105
11/1/99
1973/42103
To - N.T.M. Properties
Rivel 26
Tel Aviv 67778
For the attention of Mr Jonathan Steinberg
Dear Sir,
Air-Conditioning To Accord's Area
Park Azorim, Petach Tikva
-------------------------
We present the technical specification as follows:
The air-conditioning system in the project is based on the water source heat
pump system. Every user and every room will receive an independent air-
conditioning unit which will be connected to the cooling tower water coming from
the roof. Each unit will be provided with an electrical heating element as back-
up to the heat pump system.
The energy center will be located on the roof including cooling towers, water
pumps and suction exhausts for the ventilation of the toilets and kitchenettes.
Accord will receive from the building:
1. Condensation water from the energy center to the floor entrance.
2. Toilet ventilation ducts reaching the floor and to the floor entrance.
The systems in the floor area will be executed according to Accord's plans.
Climate Conditions
------------------
Summer - 23* Celsius with an accuracy of 1* +
-
Winter - 21* Celsius with an accuracy of 1* +
-
<PAGE>
106
There will be no control over the relative humidity.
The cooling loading required to the two floors is about 106 tons of cooling and
the energy center must supply condensed water to suit this loading.
The energy center must supply condensed water to enable the Company to have
air-conditioning 24 hours of the day during all the days of the year.
Yours faithfully,
Shapira Hahn
R. COHEN & ASSOCIATES
Consultant Engineers For Electricity & Automation Ltd
To - Engineer Jonathan Steinberg
General Manager N.T.M. Properties
Via fax no. 03-6889533
17th January 1999
Dear Sir,
Accord Video - Park Azorim, Petach Tikva
----------------------------------------
Quantities according to Avi Dayan's plans.
1. Light Fittings
--------------
This section includes:
1.1 Square parabolic light fittings 60/60 cm 4 x 18W for room lighting.
1.2 Circular light fittings for PL fluorescent tubes to corridors,
conference rooms etc.
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107
1.3 Halogen light fittings for decorative lighting in conference rooms,
executive rooms etc.
1.4 The total of this section - approx. 68O light fittings.
-------------------------------------------------------
2. Terminal Fittings / Workstations
--------------------------------
This section includes:
2.1 Grouped connectors for various work stations according to the
directives received from Accord Video. The fittings to the above
stations will be CIMA manufacture and will be Gewiss type.
2.2 Single terminal fittings to wall outlets, telephone, computers etc.
2.3 The total of this section - 290 grouped work outlets; 1000 single
-----------------------------------------------------------------
terminal fittings
-----------------
3. Outlet Points (Fittings Included In Sections 1, 2, 4, 6, 7 and 8)
------------------------------------------------------------------
This section includes:
3.1 Execution of points (not including grouped connectors - terminal
units) to electricity.
3.2 Execution of points (not including grouped connectors - terminal units
45-RJ) to communications and telephone.
3.3 Execution of points (not including grouped connectors - terminal units
45-RJ) to computers.
3.4 Execution of points (not including grouped connectors - terminal
units) to detection/fire fighting.
3.5 Execution of points (not including grouped connectors - terminal
units) for break-in system.
<PAGE>
108
3.6 Execution of points (not including grouped connectors - terminal
points) to public address system.
3.7 Execution of points (not including fittings) to lighting.
3.8 The total of this section - 2400 terminal points
------------------------------------------------
4. Public Address System
---------------------
This section includes:
4.1 8 loudspeakers (emergency announcements).
4.2 Wiring of the system complete.
4.3 Connection to the public address system of the building.
4.4 Supply and fitting amplifier - additional to the installation in the
building.
4.5 The total of this section - 60 loudspeakers
-------------------------------------------
5. Electric Fuse Boards
--------------------
This section includes:
5.1 Main fuse board.
5.2 Secondary floor level fuse boards.
5.3 Computer room fuse board /UPS (not including UPS).
5.4 Laboratory fuse board.
6. Detection System / Fire-Fighting/Smoke
--------------------------------------
This section includes:
6.1 Detection/fire-fighting/smoke in the fuse boards (over 63 amp.).
<PAGE>
109
6.2 Floorfire detection according to the Safety Consultant's instructions.
6.3 Terminal fittings.
6.4 Wiring the installation.
6.5 The total of this section - 30 detection/fire-fighting points
-------------------------------------------------------------
7. Focal Door Opening Installation
-------------------------------
7.1 Terminal fittings.
7.2 Wiring installation.
7.3 Designated for 2-3 doors (preparation only).
8. Anti Break-In System
--------------------
This section includes:
8.1 Terminal points (such as: magnets and space detectors).
8.2 Wiring installation
8.3 The total of this section - 20 anti burglary points (preparation
---------------------------------------------------
only).
9. The size of the required electrical connection is - 630 amp.
10. Please note, the quantities given above are preliminary and do not include
the requirements of other Consultants (air-conditioning, plumbing, safety
and the like). The quantities have been prepared according to preliminary
drawings only without detailed planning.
Yours faithfully,
Moshe Reuveni
<PAGE>
110
Copies: Architect Avi Dayan - by fax no. 03-5271839
<PAGE>
111
ANNEX D
[Section 36.6 of the lease makes the provision of Annex D, Operational
Regulations, discretionary at the option of either party. Neither party has
elected to implement any operational regulations, and for that reason, the lease
does not have an Annex D.]
<PAGE>
112
ANNEX E
-------
Autonomous Unconditional Bank Guarantee
---------------------------------------
(Paragraph 43)
------------
Date : ____________
To
Azorei Mallal Industries Ltd.
-----------------------------
Dear Sir
Re: Letter of Guarantee No. to Agreement with
--------------------------------------------------------
We hereby guarantee in your favour to discharge any amount demanded from us up
to the inclusive sum of 500,000 New Israeli Shekels (five hundred thousand NIS)
------- -------------------------
(hereinafter: "the Guaranteed Capital") together with linkage differentials as
set out hereunder, due or which shall become due to you from Accord (hereinafter
------
called: "the Debtor").
We shall pay to you from time to time, within one week of receipt of your
written demand, any amount of the Guaranteed Capital as indicated in your
foregoing demand, together with linkage differentials, the computation of which
shall be made as hereunder, without your having to found your demand in any
manner or form whatever and/or to demand in the first instance the discharge of
the aforesaid amount from the Debtor, provided that the inclusive amount payable
by us to you under this our Guarantee shall not exceed the Guaranteed Capital
together with linkage differentials.
With respect to this Guarantee:
------------------------------
Index - means the Consumer Price Index, including vegetables and fruit,
----- as published by the Central Bureau of Statistics. Should the
base of the Index be replaced or should the method of
computation and preparation thereof be changed or should it be
published by another entity in place of the aforesaid Bureau,
the Bank shall make the computation of the rise of the Index for
the purposes of this clause, with regard to the foregoing
changes.
Base Index - the Index as published on 15/th/ April 1999, that is to say,
---------- 163.9497 points.
New Index - the last Index as known on the date of receipt of your demand.
---------
<PAGE>
113
Linkage the difference between the New Index and the Base Index,
Differentials - divided by the Base Index and multiplied by the Guaranteed
--------------- Capital
This Guarantee is not conditional upon the validity of the Debtor's liability to
you.
This Guarantee shall remain in force until _____________ inclusive. Any demand
in pursuance of this Guarantee is required to be in writing and to reach the
address: _______________. Any demand arriving after the aforesaid date shall
not be acceded to.
This our Guarantee is not capable of assignment or transfer.
Yours faithfully
_____________
<PAGE>
114
ANNEX F
-------
Non-Negotiable Promissory Note
------------------------------
(Paragraph 43.2)
--------------
1. As security for the fulfilment of the Lessee's obligations in pursuance of
this Agreement the Lessee shall deliver to the Company at the time of
signature of this Agreement a Promissory Note under its signature in the
sum of NIS 395,000 (three hundred and ninety five thousand new Israeli
shekels), linked to the Index as set forth in paragraph 46.1 above
(heretofore and hereinafter: "the Note" and/or "the Collateral").
2. The Promissory Note shall be in accordance with the form attached as
Schedule 1 to this Annex.
3. The Lessee hereby declares and agrees that without derogating from the
provisions of the Collateral, the full force of the Collateral shall not
lapse, including the Company's right to the realisation thereof in whole or
in part, by reason of any claim or right available to the Lessee under the
provisions of this Agreement, since it is final, definite, absolutely
autonomous, not capable of alteration, of being made conditional, of being
set off, mortgaged, attached or seized, for any reason whatsoever.
4. Should the Lessee breach any of the conditions of this Agreement and should
written notice thereof be delivered to it and should the Lessee fail to
remedy such breach as soon as may be after receipt of such notice, the
Company shall be entitled, inter alia: to realise the Note, to complete
the same, to recover the payments or amounts due to the Company under any
of the provisions of this Agreement without being required to give notice
to the Lessee as to its intention to carry out any of the foregoing acts.
5. For the avoidance of doubt it is hereby expressed that the furnishing of
the Collateral referred to in this paragraph shall not in any manner be
construed as derogating from the Company's right to sue for additional sums
of money and/or to recover its costs in any manner whatsoever.
6. All the costs and/or payments and/or commissions arising from the issue of
the Collateral under this paragraph, shall be due and payable by the
Lessee.
7. The Promissory Note shall be returned to the Lessee upon deposit by the
Lessee of the Bank Guarantee with the Company as set forth in paragraph 43
<PAGE>
115
of the Agreement.
<PAGE>
116
SCHEDULE 1 TO ANNEX F
---------------------
Form of Promissory Note
-----------------------
(paragraph 43.2)
--------------
No. __________ dated 25/th/ April 1999
We the undersigned hereby undertake to pay to Azorei Mallal Industries Ltd. or
its order on ____________ the sum of NIS 395,000 (three hundred and ninety five
thousand new Israeli shekels).
Place of Payment: Bank _________ Branch _________ Account No.
The amount of this Promissory Note is linked to the Consumer Price Index
(hereinafter : "the Index") as published by the Central Bureau of Statistics
and/or any other authorised entity in replacement thereof, under the following
conditions of linkage:
"Consumer Price Index" - the Index, including vegetables and fruit, as published
--------------------
from time to time by the Central Bureau of Statistics and/or any other
authorised entity in replacement thereof.
"Base Index" - in this Promissory Note, means - the Index for the month of March
----------
1999 as published on 15/th/ April 1999, 163.9497 points.
--------
"Effective Index" - in this Promissory Note, means - the last Index as is known
---------------
on the date of actual payment of this Promissory Note.
Should as at the date of payment of this Note the Effective Index be higher or
lower than the Base Index, we shall pay the amount of this Note, increased or
reduced in proportion to the rate of rise or decline of the Effective Index in
contrast to the Base Index (hereinafter: "the Revised Index").
Should this Note not be paid in full on the payment date, such amounts as have
not been paid shall bear interest at the maximum rate applied to current loan
accounts with Bank Leumi L'Israel Ltd. on unauthorised overdrafts, calculated
daily from the payment date to the date of actual payment, as well as the
addition to the linked and interest bearing amount of this Promissory Note, as
set forth above, of all the costs and payments of every kind whatsoever,
including any duty, levy, tax, commission and service charges associated with
the non payment in full of the Note on the payment date (hereinafter: "the
Costs"). The beneficiary under this Promissory Note
<PAGE>
117
is released from all the duties imposed on the holder of the Note, save for
presentation for payment, protest, notice of dishonour.
Maker of the Note: Accord Networks Ltd.
-----------------
Private Company Registration No. 51-1683765
----------
22 Hayetzira Street, Kiryat Arieh, Petah Tikva.
Signature: _______________
<PAGE>
118
AZOREI MALLAL INDUSTRIES LTD.
Tel Aviv - 25/th/ April 1999
To
Accord Networks Ltd.
--------------------
re: Works in Building No. 1 at Park Azorim
--------------------------------------
Further to our signature on 25/th/ April 1999 on the Lease Agreement for the
lease of areas in Building No. 1 at Park Azorim (hereinafter: "the Agreement"),
this serves to confirm that in addition to the provisions of the Technical
Specification attached as Annex C to the Agreement, we will participate at our
expense in the execution of additional works on the Premises as defined in the
Agreement, whether carried out by us or by you after our approval, provided that
the sum total of the aforesaid participation does not exceed an amount in New
Israeli Shekels equal to $ 10,000 (Ten Thousand United States Dollars) in
accordance with the rate thereof as at the date of signature of the Agreement.
Should the works be executed by you, our participation shall be against and on
the basis of tax invoices issued to suppliers and service providers arising out
of the additional works on the Premises as set out above, up to the inclusive
sum of $ 10,000 as set out above.
Yours faithfully,
Azorim Mallal Industries Ltd.
-----------------------------
"signed"
Azorim Mallal Industries Ltd.
