Exhibit 10.4
UNPROTECTED TENANCY CONTRACT
Made and Executed in Tel Aviv this ____ day of _______________ 1998
BETWEEN: P.C.B. Ltd.
A public company duly registered in Israel numbered at the
Registrar of Companies PC/52-003779-7 (hereinafter: the
"Lessor")
OF THE FIRST PART
AND: Camtek Ltd.
A private company duly registered in Israel numbered at the
Registrar of Companies Pr/51-123543-4 (hereinafter: the
"Lessee")
OF THE SECOND PART
WHEREAS, the Lessor owns industrial buildings which have been
constructed on areas in Migdal Ha'emek (hereinafter: the
"Lessor's Buildings") including, inter alia, a building having
an area of approximately 700m(2), constructed on land having
an area of 2,550m(2), which land was leased to the Lessor
according to an amortized lease contract dated
February 6, 1992, with the Israel Lands Administration, for
the total term of 49 years terminating on December 18, 2037
(hereinafter: the "Building"); and
WHEREAS, The Lessee wishes to lease the said Building (the "Premises")
on a tenancy unprotected according to the Tenants Protection
Law, subject and pursuant to that stated in this Contract; and
WHEREAS, The Lessor has agreed to lease to the Lessee, and the Lessee
wishes to lease from the Lessor, the Premises, on a tenancy
unprotected according to the Tenants Protection Law, all
pursuant and subject to the provisions of this Contract.
Therefore, it is declared, agreed and stipulated between the parties as follows:
1. PREAMBLE
1.1 The preamble and the annexures to this Contract constitute an
integral part thereof.
1.2 The clause headings in this Contract nor shall they be applied
for purposes of interpretation.
1.3 This Contract embraces everything which has been agreed
between the parties in all the matters dealt with by this
Contract, and no negotiations, undertakings and/or agreements
and/or representations made - if any - pertaining to such
matters, whether made in writing or verbally, expressly or
impliedly, between the parties prior to the signature of this
Contract.
It is hereby expressly agreed and stated that the tenancy
agreement between the parties of June 4, 1992 is hereby
rendered null and void, and each party mutually declares and
acknowledges that it has received everything that was
respectively due to each party under such agreement and that
neither party shall have any claim, demand or plea against the
other in connection with that agreement.
1.4 No variation or amendment to this Contract shall be made save
by a document made expressly in writing signed by the parties
to this Contract.
1.5 No conduct on the part of either of the parties shall be
deemed to be a waiver of any of its rights under this Contract
or according to any law, and/or as a waiver or consent on its
part to any breach or non-performance of any condition, unless
such waiver or consent has been made expressly in writing.
2. DECLARATIONS OF THE PARTIES
2.1 The Lessor declares that:
2.1.1 The Lessor is an active company and has not been
removed from the records of the Registrar of
Companies, and, according to the Lessor's Memorandum
and Articles of Association, it is entitled to enter
into this Contract.
2.1.2 To the best of its knowledge, no legal proceeding
likely to affect the Premises are pending nor
expected to be commenced.
2.1.3 There is nothing by law, agreement or otherwise to
prevent the Lessor from entering into this Contract
and performing all its obligations hereunder, and all
the approvals required to enable the Lessor to enter
this Contract have been obtained.
2.2 The Lessee declares that:
2.2.1 It has viewed, examined and found the Premises to be
suitable for its needs and is estopped from raising
any claim as to defect and/or non-conformity,
including any claim relating to the suitability of
the Premises to its needs, purposes or any other
claim.
2.2.2 The Lessee is an active company and has not been
removed from the records of the Registrar of
Companies, and, according to the Lessee's Memorandum
and Articles of Association, it is entitled to enter
into this Contract.
2.2.3 There is nothing by law, agreement or otherwise to
prevent the Lessee from entering into this Contract
and performing all its obligations
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hereunder, and all the approvals required to enable
the Lessee to enter this Contract have been obtained.
3. INAPPLICABILITY OF TENANTS PROTECTION LAW
It is agreed that the provisions of the Tenants Protection Law
(Consolidated version), 5732-1972 and ether tenancy protection laws and
the regulations and orders promulgated thereunder (hereinafter: the
'Laud') shall not apply to the promises or works respect to this
Tenancy Contract, end that no legislation conferring upon the Lessee
the status of a protected tenant shall apply with respect to the
Premises.
The parties expressly declare and acknowledge that the Premises are is
a building the construction of which was completed after August 20,
1968, and that this tenancy is being made on the express a that the Law
shall not apply thereto. The Lessee declares that it has not paid nor
wilt it pay the Lessor in connection with this Contract any key money
or other consideration other then the rent or payments incidental to
rent and neither the Lessor nor say of its successors, including say of
the individuals comprising it and/or the shareholders thereof, shall be
a protected tenant in the Premises according to any law, and the Lessee
shall be estopped from raising any claims or pleas whatsoever in
connection with its being a protected tenant.
4. THE TENANCY
The Lessor hereby leases to the Lessee, and the Lessee hereby leases
from the Lessor, the Premises pursuant and subject to the provisions
herein contained.
5. TERM OF THE TENANCY
The term of the tenancy is for four years commencing January 1, 1998
and expiring on December 31, 2001 (hereinafter: the "Tenancy Term").
6. RENT
6.1 The Lessee undertakes in Consideration of the leasing of the
Premises, to pay the Lessor during the Tenancy Tam a monthly
rent in an amount equal to US$5 (five United States Dollars)
per meter of the constructed area leased by it, plus V.A.T.,
if applicable.
6.2 The rent will be paid monthly on the first business day of
each mouth.
6.3 The rent prescribed in 9316 Clause 6 will be herein called:
the "Rent".
6.4 The Rent and other payments denominated n this Contract in
United States Dollars will be paid in the equivalent amount in
New Shekels according to the last representative rate of
exchange of the United States dollar published by the Bank of
Israel and known on, the due of actual payment.
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7. PURPOSE OF THE TENANCY
The Lessee may use the Premises for the purpose of its business
operations, and will not be entitled to use the Premises for say other
purpose.
8. UNDERTAKINGS OF THE LESSEE
The Lessee undertakes as follows:
8.1 To use the Premises is such manner and on, such conditions as
will be determined from time to time, by the competent
authorities.
8.2 To keep the Premises in good ad proper condition for the
entire duration of the Tenancy Term and to repair at its own
expense any malfunction or damage discovered therein, provided
they will have been, caused by the Lessee and/or its customers
and/or employees and/or any person on, its behalf within 7
(seven) days from the data of the occurrence of the
malfunction and/or damage rave whets the repair requires a
longer period.
8.3 To clean and keep the Premises clean in accordance with the
Lessor's instructions and/or the directions of any other
competent authority and in particular, those of the health
authorities. In the event of any breach of this sub-clause by
the Lessee and/or any person on its behalf, the Lessee will
pay the Lessor such sum as the Lessor demands in respect of a
breach of any law or provision of any competent authority,
including fines imposed - if any - by any competent authority.
8.4 Not to effect any alterations in the Premises or any part
thereof or install or construct thereon or therein any fixture
or structure which is unremovable, without prior written
consent of the Lessor and in accordance with the conditions
imposed in such consent, it being hereby stipulated that any
structure or fixture installed or made at the Premises - with
or without the Lessor's written consent mentioned - will be
the property of the Lessor from the time it is installed,
without the Lessor being liable for any payment of any
compensation whatsoever to the Lessee in respect of the
expenses it will have incurred.
8.5 To dismantle and remove any fixture, structure, etc.,
installed by it at the Premises contrary to the provisions of
this Contract and to restore the same to its previous
condition at its own expense.
8.6 To comply with all the regulations, rules and provisions,
whether existing or made or published from time to time
hereafter with respect to the Premises by any competent
authority.
8.7 To take all precautionary measures required in order to
prevent bad odours and fires at the Premises and to comply
with all other directives of the competent authorities, fire
department or any other authority respecting fire prevention
and firefighting.
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9. USE OF THE PREMISES
The Lessee undertakes to use the Premises in accordance with the
purpose of the tenancy in an ordinary, cautious, reasonable and
customary fashion and not to do any thing which would amount to any
damage, nuisance, hindrance, disturbance, harassment or other
disruption to either individuals or the public, or to the property of
individuals, of the public or of the Lessor.
10. RIGHT OF ENTRY
The Lessee undertakes to allow and enable free access at reasonable
times and after prior coordination and not to hinder any person
representing the Lessor from entering the Premises in order to examine
whether the stipulations herein contained are being fully performed and
in order to show the Premises to other persons, bodies, buyers or
tenants, provided that the disturbance to the Lessee will be kept to a
minimum as far as possible.
11. LICENSES AND PERMITS
11.1 The Lessee undertakes to request and to obtain from the
competent authorities, at its own expense, all the permits and
licenses required by any law, and bear the payments and
fulfill all demands made by any competent authority for
operating the Premises.
11.2 It is agreed between the parties that the failure to obtain
the permits and licenses required according to any law to
operate the Premises will not constitute any cause of action
for rescinding this Contract and the Lessee will not have, by
reason thereof, any claims, and/or demands - of whatsoever
kind and type - towards the Lessor.
12. TAXES, COMPULSORY PAYMENTS AND OTHER PAYMENTS
12.1 All the taxes, municipal payments and compulsory payments of
their various kinds imposed upon and applicable (or which will
be imposed or applicable from time to time) in respect of the
occupation of the Premises and the use thereof for the period
from the commencement of the Tenancy Term and for the entire
duration thereof or until the Premises are vacated, whichever
is the longer, will apply to and be borne by the Lessee on due
date.
Without derogating from the generality of the foregoing, the
Lessee will, during the Tenancy Term, bear all payments in
respect of water, electricity, telephone, city taxes, business
tax, signs tax or any other expense pertaining to the use and
operation of the Premises.
The Lesser will bear the payment of property tax and the
payments imposed on ownership of properties (as distinct from
the use thereof).
12.2 The above payments for water and electricity expenses, will,
to the extent possible, be paid pursuant to actual use and in
accordance with meter readings measuring the use of the
electricity and water at the Premises.
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12.3 The payments in respect of the above expenses and in respect
of the security expenses mentioned in clause 13 hereof and the
insurance expenses mentioned in clause 14 hereof, will be paid
to the Lessor by the Lessee in accordance with tax receipts
issued by the Lessor at the end of each month of the tenancy,
within 15 days of the end of the month in which the tax
receipt was issued (on a "current plus 15 days" basis).
13. SECURITY
The Lessor will supply the Lessee with security services; at the
Premises in return for the Lessee's participation in the Lessees
security expenses. The Lessee's participation is such expenses will be
calculated according to the constructed area of the Premises as part of
and out of the total constructed area of the Lessee and the Lessor
jointly.
The payment in respect of security will be effected according to a tax
invoice to be issued by the Lessor to the Lessee as mentioned is clause
12.4 above.
14. INSURANCE OF THE BUILD
The Lessor will insure the Premises in accordance with the coverage
under the existing policy of the Premises with the Magen Insurance
Company Ltd., against the Lessee's participation in these costs. The
Lessee's participation in these costs will be calculated as part of the
Lessor's overall costs in respect of the insurance, according to the
ratio which the constructed area of the Premises bears to the total of
the Lessee's and the Lessor's constructed area jointly.
The payment in respect of the insurance will be effected according to a
tax invoice to be issued by the Lessor to the Lessee as mentioned in
clause 12.4 above.
15. OTHER
Without prejudice to any other provision herein contained, the Lessee
undertakes to insure at its own expense the contents of the Premises
within 7 (seven) days of the date of the signature of this Contract,
and also to insure and to maintain an insurance policy for third party
risks, including in respect of negligence, for the entire duration of
the Tenancy Term, at its full expense. The form and the extent of the
policy shall require the Lessor's prior written approval. The Lessee
will produce to the Lessor copies of the valid insurance policies and
copies of the receipts for the premiums paid.
16. PENALTY INTEREST
Each payment tinder this Contract which will not have been paid an due
data, will be linked to the Consumer Price Index and bear annual linked
penal interest at the rate of 8%, for the period commencing the date
payable through the date of actual payments.
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17. LESSEE'S LIABILITY FOR DAMAGE
It is hereby expressly agreed that the Lessee will, for the entire
duration of the Tenancy Term, be liable for damage or lost to person
and/or property which may be suffered by it, its employees, visitors,
invitees, successors or representatives, as well as to the Lessor or
its successors or representatives including any person and/or other
body for any reason whatsoever, deriving or related to the tenancy, the
occupation of the Premises, save for the public areas, and the use
thereof or of any part thereof as well as from the infringement or
non-performance of any lawful provisions applicable to the Lessee and
its activity in the Premises, with the exception of such damage or loss
caused by the Lessor or any persons on its behalf.
18. VACATING THE PREMISES
The Lessee undertakes to deliver up to the Lessor the Premises at the
end of the Tenancy Term or upon its earlier termination according to
the provisions of this Contract, in good and proper condition as
delivered to it upon the commencement of the Tenancy Term and vacant of
all persons, subject to reasonable wear.
The parties will, upon the vacation of the Premises, draw up a
memorandum as to the repairs required to be performed at the Premises.
The Lessee undertakes to effect all the repairs or renovations which
will, if at all, be required by the Lessor at the end of the Tenancy
Term in order to deliver up the Premises to the Lessor in the condition
mentioned above.
19. RESCISSION OF THE CONTRACT
The Lessor will be entitled to rescind this Contract and to bring the
Tenancy Term to an end upon the occurrence of any of the following
events:
19.1 If winding-up proceedings and/or a receivership order is made
against the Lessee and/or the Lessee has made an arrangement
with creditors or effected any act of bankruptcy, winding-up
or receivership and/or any attachment order has been made
against its business and/or moveable assets in a manner which
would affect the management of its business at the Premises
and which has not been removed within 60 (sixty) days of its
imposition, the Contract will terminate forthwith ("order"
includes any provisional order or relief).
19.2 If the Leases is in breach of any of its fundamental
obligations under this Contract or otherwise.
If the Lessee has committed a fundamental breach as above, the
Lessor will be entitled to rescind this Tenancy Contract and
the Tenancy Term will terminate twenty-one (21) days after the
date of the Lessor's rescission notice unless the Lessee will
have remedied the fundamental breach during such twenty-one
(21) day period. If the Lessee has failed to remedy the
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fundamental breach during such twenty-one (21) day period. If
the Lessee has failed to remedy the fundamental breach during
such twenty-one (21) day period, the Lessor may demand that
the Lessee vacate the Premises within twenty-one (21) days and
the
20. PERFORMANCE OF ACTS
Wherever under this Contract any obligation to the effect any act or
work or to pay any payment is imposed upon any party to the Contract
(hereinafter: the "Liable Party") and where the Liable Party fails to
perform such act or work or to make payment by the date specified for
such purpose in this Contract, and, in the absence of any such date, by
the date specified for such purpose in a written demand received from
the other party - the other party shall be entitled, but not obliged,
to perform such act or work or payment instead of and at the expense
19. STAMP DUTY
The stamp duty applicable to this Agreement will be paid by the parties
in equal shares.
20. MISCELLANEOUS
The addresses of the parties for the purpose of this Contract are as
follow:
The Lessor. P.O.B. 631, Migdal Ha'emek, 10556.
The Lessee: P.O.B. 631, Migdal Ha'emek, 10556.
A11 notices sent to any party according to the above addresses by
registered mail will be deemed to have reached their destination
seventy-two (72) hours after the time they have been posted by
registered mail in Israel.
Notwithstanding the foregoing, notices may be served personally and/or
served at the address of the parties or at their offices, with the date
of service being that determining.
Each party to this Contract may notify the other in writing of a change
of its address as mentioned above.
In witness whereof the parties rove set their hands:
(signed) (signed)
------------------------------ -----------------------------
P.C.B. Ltd. Camtek Ltd.
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AMENDMENT TO AN UNPROTECTED CONTRACT OF LEASE
Between:
1. P.C.B. Ltd. (no. 52-003779-3)
A public company duly registered in Israel
AS THE FIRST PARTY
And;
2. CAMTEK Ltd. (no- 31-133543-4)
A private company duly registered is Israel
AS THE SECOND PARTY
Whereas the parties signed the unprotected contract of lease (hereinafter "The
Contract") attached to this amendment as annex A:
1. The parties hereby agree that the leased area, as described in the
recitals of the contract, shall be increased as follows:
(A) Valid as of 1 January 1999, from 700 square meters to 800
square meters; the increased area shall be in addition to the
existing building.
(B) Valid as of 1 January 2000, from 800 square meters to 1,150
square meters; the additional area shall be the main building
of P.C.B. or close to it; notwithstanding the aforementioned
in article 6.1 of the contract the monthly rent due to the
supplement of this area of 350 square meters shall be US $7
(seven US dollars) per meter of built up area, not including
VAT if applicable.
2. All other provisions of the contract shall remain valid subject to
article 1 above. In witness whereof the Parties have hereunto set their
hands
P.C.B. Ltd. CAMTEK Ltd.
One signature is handwriting (-) One signature in handwriting (-)
AMENDMENT TO AN UNPROTECTED LOAN CONTRACT
Between:
1. P.C.B. Ltd. (public company no. 52-003779-3)
Old Industrial Area, Migdal Ha'emek, 10556
AS THE FIRST PARTY
And;
2. CAMTEK Ltd. (no- 31-133543-4)
New Industrial Area, Migdal Ha'emek, 10556
AS THE SECOND PARTY
Whereas the parties signed the loan contract (hereinafter "The Contract")
attached to this amendment as annex A:
1. The parties hereby agree to amend article 4.1 of the contract as
follows:
4.1 The borrower shall repay the loan, the linkage differentials
and the interest to the loaner on the closing date of the
Initial Public Offering of the borrower" shares in Israel or
abroad, or on 31 December 2000, whichever comes first.
2. All other provisions of the contract shall remain valid subject to
articles 1 above.
3. This amendment is valid as of 31 December 2000. In witness whereof the
Pate have hereto set their hands
P.C.B. Ltd. CAMTEK Ltd.
One signature is handwriting (-) One signature in handwriting (-)