EXHIBIT 10.2
AN AGREEMENT FOR AN UNPROTECTED TENANCY
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MADE AND SIGNED IN CARMIEL ON THE DAY OF THE MONTH OF JUNE 2002
BETWEEN
AHIM AMNONI - MASIAI CARMIEL LTD.
(IN ENGLISH: AMNONI BROTHERS - CARMIEL TRANSPORTERS LTD)
PRIVATE COMPANY 51 - 152568 - 5
THROUGH ITS DIRECTOR AVRAHAM AMNONI
OF HANAPPA STREET 20, CARMIEL
TO BE KNOWN HEREAFTER BY THE ABBREVIATION - "THE LANDLORD"
AND BETWEEN
ENERTEC MA'ARCHOT LTD.
(IN ENGLISH: ENERTEC SYSTEMS LTD.)
PRIVATE COMPANY
TO BE KNOWN HEREAFTER BY THE ABBREVIATION "THE TENANT"
WHEREAS: The Landlord is the owner of the rights to lease and is in sole
possession of the industrial building that is located at Hanappa
Street 20, Industrial Zone in Carmel with an area of approximately 800
square meters with the addition of a gallery and equipment that is
affixed thereto as specified in the Appendix to this Agreement marked
'A' (hereafter:- the "Rented Premises") and is interested in letting
it on a unprotected tenancy:
AND WHEREAS: The Rented Premises was clear on the inception of the
Tenant's Protection Law (August 20, 1968) of any tenant that was
entitled to occupy it and the Tenant will not pay the Landlord key
money for his consent to rent the Rented Premises to the Tenant;
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AND WHEREAS: The Parties have agreed among themselves that the Landlord
will let the Rented Premises to the Tenant and the Tenant will rent
the Rented Premises from the Landlord;
AND WHEREAS: The Landlord hereby declares that there is no impediment
whatsoever to the commitment with the Tenant in pursuance of the terms
of this Agreement;
AND WHEREAS: The Parties have agreed to put that agreed between them into
writing as follows:
IT IS THEREFORE AGREED BETWEEN THE PARTIES AS FOLLOWS:
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1. The Preamble constitutes an inseparable part of the Agreement.
2. The Landlord lets the Rented Premises to the Tenant for a period of 5
years from April 1, 2002 until March 31, 2007 (hereafter: the "Period
of the Tenancy").
3.a. The rent for the first two years, that is until March 31, 2004 will be
US $ 3.00 per square meter for the ground floor and US $ 1.50 per
square meter for the gallery for a month according to the Gregorian
calendar, in shekels, linked to the representative rate of the United
States dollar at the time of actual payment.
b. It is agreed by the Parties that the area of the ground floor is
_______square meters and the area of the gallery is ___________square
meters.
c. In the remaining three years, starting from April 1, 2004, the
Landlord may raise the rent each year by no more than 2% of the rent
paid in the previous year.
d. The actual payments shall be made as follows:
1. For the first two months, the Tenant will pay the Landlord by
check on receipt of keys to the Rented Premises.
2. For an additional two months the Tenant will pay the Landlord by
check on the date of inception of the tenancy.
3. For the remainder of the Period of the Tenancy, from August 1,
2002 the Tenant will pay the Landlord in advance for each month
in the Gregorian calendar month by bank transfer (standing order)
to the account of the Landlord, No.
at Bank Leumi Carmiel Branch (961).
e. In addition to the above amounts, the Tenant will duly pay value added
tax at the value added tax rate payable from time to time.
f. A payment that is not made on the due date will bear interest at the
exceptional rate of interest adopted from time to time by the Bank
Leumi.
g. An arrear in payment that is in excess of 30 days shall constitute a
fundamental breach of the Agreement.
4.a. The Tenant may bring the Agreement to an end at the end of each year
of the tenancy and during the first two years, and each half year from
the third year onwards including the extended period on giving prior
notice of three months in advance in writing by registered mail.
b. The obligation to pay the rent until the end of the Period of the
Tenancy or until the end of the period of advance notice in pursuance
of sub - paragraph 'a' whichever is the earlier shall apply to the
Tenant even if he leaves the Rented Premises before the end of the
Period of the Tenancy for any reason whatsoever.
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5.a. The Landlord will pay government property tax.
b. All other taxes and regular payments that are connected with the
Rented Premises and the use thereof during the Period of the Tenancy
(municipal taxes, payments for consumption of water, electricity, use
of a telephone, etc,) will be paid on the due date by the Tenant.
c. The Tenant will apply to transfer the account for the supply of
electricity at the Carmiel Municipality to the name of the Tenant and
will furnish M. Zetler, Adv, with proof that the aforesaid was
effected within 7 days of the inception of the tenancy.
d. The Tenant will make the payments specified in sub - paragraph 'b'
above on the date determined by the supplier. A delay in payment that
exceeds thirty days shall be deemed a breach of contract that will
entitle the Landlord to revoke the contract without further notice
being required. Payments that are made in advance by the Landlord
shall be repaid to the Landlord by the Tenant on the dates on which
the Tenant would have had to pay them had the payment not been made by
the Landlord.
6.a. The Tenant confirms that the Rented Premises have been received in
good condition and the Tenant will maintain the Rented Premises in
good condition and will repair and restore any damage that derives
from use of the Rented Premises during the Period of the Tenancy,
other than damage that is caused by reasonable use.
b. The Rented Premises are transferred to the Tenant with all the
facilities and additions affixed thereto by the previous tenant and
the Tenant may use them and undertakes to maintain them in their
present condition.
c. The Landlord declares that there is no defect or hidden flaw in the
Rented Premises of which the Landlord is aware.
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d. The Tenant will furnish Michael Zetler, Advocate, with a schedule in
which all the defects discovered in the property are revealed on its
transfer to the Tenant within 48 hours of transfer of the property.
e. The Tenant may place notices on the Rented Premises subject to receipt
of authorization from the authorities. The Tenant will be obligated to
remove the notices that were placed before returning possession of the
Rented Premises to the Landlord.
7.a. The Tenant will not assign all or part of the Tenant's the rights in
pursuance of this Agreement other than with prior consent in writing
from the Landlord. The Landlord will not object to letting part of the
Rented Premises on a sub - tenancy other than on reasonable grounds.
b. It is agreed between the Parties that the Rented Premises will be used
exclusively for the conduct of the Tenant's business.
c. The Tenant will apply for a license from the competent bodies to
operate a business on the Rented Premises, at the Tenant's expense, in
order to conduct this business on the Rented Premises.
8. The Landlord may enter the Rented Premises to examine them at any
reasonable time on coordinating in advance with the Tenant.
9. The Tenant will not introduce changes to the Rented Premises other
than with prior consent in writing from the Landlord. The Tenant may,
at the end of the Period of the Tenancy or any extended period, take
any additions that may be dismantled without causing damage to the
Rented Premises. As regards the additions that remain in the Rented
Premises after return of possession of the Rented Premises to the
Landlord at the end of the Period of the Tenancy or any extended
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period, the Landlord may chose between the right to demand a waiver of
the alterations and/or additions that were made by the Tenant and the
right to demand that the Rented Premises be restored to the condition
in which they were on transfer to the Tenant in pursuance of this
Agreement.
10.a.At the end of the Period of the Tenancy (or at the end of the
extended period, if exercised), the Tenant will vacate the Rented
Premises and return them to the Landlord in the state in which they
were when received by the Tenant other than reasonable wear and tear
that is derived from prudent use.
b. For each day's delay in vacating the Rented Premises, the Tenant will
pay the Landlord as compensation agreed and fixed in advance, a sum in
shekels that is the equivalent of US $ 150 according to the
representative rate of the US dollar on the date of payment, in
addition to any right and remedy that is available to the Landlord for
breach of the Contract on the part of the Tenant. The municipal and
other payments mentioned in paragraph 5 'b' and/or repair of damage
that is caused to the Rented Premises and/or to the payments mentioned
in paragraph 10 'b'.
11.a.As a guarantee of the fulfillment of the Tenant's obligations in
pursuance of this Agreement, the Tenant will deposit two bills /
checks with M. Zetler, Adv, that have been signed by the Tenant in no
specified amount and with the indication: 'not negotiable' to the
order of the Landlord. The one bill / check will be used to guarantee
payment of the rent and differentials in linkage to the dollar while
the other will guarantee payment of electricity, water, municipal
taxes and any other payments that apply to the Tenant in pursuance of
the terms of this Agreement other than the rent.
b. M. Zetler, Adv. will deliver the bills / checks to the Tenant
immediately after it has been proved to his satisfaction that the
Tenant has vacated the Rented Premises at the end of the Period of the
Tenancy (or the extended period, if exercised) and fulfilled all the
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other obligations imposed on the Tenant in pursuance of this
Agreement.
c. M. Zetler, Adv. will deliver the bills / checks to the Landlord if it
has been proved to his satisfaction that the Tenant did not fulfill
all the financial obligations imposed on the Tenant in pursuance of
this Agreement and after the Tenant has not repaired the breach even
after receipt by registered mail of 14 days advance notice in writing
of the intention to request delivery of the bill to the Landlord.
12.a.Without derogating from that stated in paragraphs 5 'c' and 10 'b'
and in addition thereto, if the Tenant violates the Tenant's
undertakings in pursuance of this Contract or any part thereof, the
Tenant shall be obligated to pay the Landlord full compensation for
the damage incurred as a result of the violation, without prejudicing
the Landlord's right to take any other step in pursuance of this
Contract or in pursuance of any law including injunctions, specific
performance orders, eviction orders, notices to quit, etc.
b. Should the Landlord violate the undertakings imposed on the Landlord
in pursuance of this Contract or any part thereof, the Landlord shall
be bound to pay the Tenant full compensation for the damage incurred
as a result of the violation, without prejudice to the Tenants right
to exercise any additional relief in pursuance of this Contract or in
pursuance of any law.
c. It is agreed between the Parties that the Landlord may cancel this
agreement by giving the Tenant written notice in any of the following
events:
1. Transfer of the Rented Premises to another in contradiction of
that stated in this Agreement.
2. Grant of a lien on the assets of the Tenant, if the Tenant does
not see to the cancellation of the order within 15 days of the
grant of the order.
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3. Grant of a receiving order and/or appointment of a receiver in
respect of the Tenant's assets.
d. Should the Landlord have given notice of cancellation of the
Agreement, the Tenant will vacate the Rented Premises within 30 days
of the date of receipt of the notice.
13.a.The Landlord hereby grants the Tenant an option to rent the Rented
Premises for an additional period of 59 months, on condition that the
Tenant has complied with all the terms of the tenancy in the preceding
year of the tenancy and on condition that the Landlord has not sold
the Rented Premises during the year of the tenancy.
b. The rent for the extended period will be agreed between the Parties.
c. The Tenant will give notice in writing no later than January 1, 2007
of the wish to extend the Tenancy Agreement beyond the first period of
the tenancy.
d. The conditions of the tenancy (other than the rent) in regard to the
extended period will not differ from the conditions for the first
Period of the Tenancy, but an option will not be given for an
additional period after the end of the extended period.
The rent for the extended period will be paid monthly in advance.
14. The Tenant undertakes to insure the Rented Premises and its contents
(fittings and business inventory) against burglary, fire and other
damage to which industrial businesses of this sort are liable
including third party claims and will deliver a copy of the insurance
policy to the Landlord within 30 days of the inception of the tenancy.
15. Each Party will be responsible for its lawyer's fees.
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Stamp duty for the Contract (if applicable) will be paid by the
Tenant.
AND IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:
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(-) SIGNED (-) SIGNED
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THE LANDLORD THE TENANT
(-) STAMP: AMNONI BROTHERS - (-) STAMP: ENERTEC SYSTEMS
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CARMIEL TRANSPORTERS LTD. HANAPPA STREET 21, CARMIEL
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TEL: 04 - 9585680
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FAX: 04 - 9585679
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APPENDIX "A"
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1. A PANASONIC TELEPHONE EXCHANGE, MODEL ________.
2. 17 AIR CONDITIONERS, MANUFACTURED BY ELECTRA, MODEL _________.
3. FIRE DETECTOR SYSTEM
4. -A-L-A-R-M-S-Y-S-T-E-M- [TEXT CROSSED OUT]
5. -F-I-X-E-D--F-U-R-N-I-S-H-I-N-G-S--I-N-C-L-U-D-I-N-G- [TEXT CROSSED OUT]
G U A R A N T E E
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I, ____________________ ID___________________
AND __________________ ID ___________________
HEREBY GUARANTEE PERFORMANCE OF ALL THE FINANCIAL AND CONTRACTUAL UNDERTAKINGS
OF THE TENANT IN PURSUANCE OF THIS AGREEMENT, INCLUDING DURING THE EXTENDED
PERIOD MENTIONED ABOVE IN PARAGRAPH 13.
___________________________ _________________________
[Translator's note: Two signatures appear at the bottom of each page of the
original document in Hebrew and any alterations to the text have been initialed
in the margins.]
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