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EXHIBIT 10.14
STATE OF ISRAEL
THE ISRAEL LANDS ADMINISTRATION
File # ▇▇▇▇▇▇▇▇▇
Account No. 976225128
C a p i t a l i z e d
LEASE CONTRACT
(Low Rise Construction, or Industry, or Commerce, or Tourism)
Drawn up and signed in ........ on ......... .., ....
on March 6, 1995
BETWEEN
The Israel Lands Administration, which manages the lands of the State of Israel,
the Development Authority, the Keren Kayemet LeIsrael (hereinafter: the Lessor),
whose address for the purpose of this Contract is: 1, Ben Zvi Street, Beer Sheba
84893; as the first party;
A N D
Haifa Chemicals South Ltd., corporate number 511010589 (hereinafter: the
Lessee), whose address for the purposes of this Contract is: POB 1809, Haifa; as
the second party;
P r e a m b l e
Forming an integral part of the terms of the lease enclosed herewith and
constituting jointly the entire Lease Contract.
WHEREAS The State of Israel / The Development Authority is the owner
of the land specified hereinbelow in this Preamble
(hereinafter: the Plot);
WHEREAS The Plot comprises one or more buildings (hereinafter: the
Buildings) which were constructed prior to the date of entry
of this Lease Contract into effect;
WHEREAS Inasmuch as the construction of the Buildings has not been
completed to an extent allowing their full-scale occupation
and/or
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use for the purpose of the Lease, the Lessee undertakes to
complete the construction of the Buildings so as to make them
fit for the purpose of the use not later than the end of one
year from the day of signing this Contract by the
Administration; the Lessee acknowledges that this obligation
constitutes a fundamental condition of this Contract;
WHEREAS The Lessor has agreed to lease the Plot to the Lessee together
with everything permanently attached thereto and build thereon
(hereinafter: the Attachments) (the Plot together with the
Attachments being referred to hereinbelow as the Premises);
this on the condition precedent that the obligations assumed
by the Lessee - whether on the basis of a development contract
with the Lessor or pursuant to any other agreement with the
Lessor - shall have been complied with in full during the
period prior to the date of entry of this Lease Contract into
effect;
WHEREAS The parties agree that, strictly for the purpose of
convenience, the Lessee shall sign a copy of this Lease
Contract, whereupon the Lessor shall incur no obligation
whatsoever pending compliance by the Lessee with all of its
aforementioned obligations. The parties agree in advance that
the Lease Contract shall only enter into effect after the
Lessor shall have signed it as well, and this on the condition
that the Lessee shall have complied with all of its
aforementioned obligations toward the Lessor. Pending the
signing of the Lease Contract by the Lessor, the parties shall
not be bound by its conditions and the signature of the Lessee
alone on the Lease Contract shall not impart upon the Lessee
any rights whatsoever pursuant to the Lease Contract. The date
of signing the Lease Contract by the Lessor shall be deemed as
the date of entry hereof into effect.
WHEREAS The Administration has, on the day of inception of the Lease
Period, delivered possession of the Premises to the Lessee or
to the previous holder of the lease right to the Premises
prior to the Lessee, and the Lessor shall be under no
obligation to evict any occupants present on the Premises or
to bear the expenses for their eviction;
WHEREAS The Lessee hereby declares that there is no impediment to the
Lessee entering into this contractual commitment with the
Lessor pursuant to the provisions of clause 19(A)(3) of this
Contract, and the Lessee acknowledges that this represents a
condition precedent and a fundamental condition for the
Lessor's consent to enter into this contractual commitment
with the Lessee;
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WHEREAS Pursuant to the provisions of the treaty between the State of
Israel and the Jewish National Fund [Keren Kayemet Le-Israel]
(hereinafter: the Fund, as published in the Official Gazette
(Yalkut Hapirsumim) No. 1456, p. 1597, the management of the
land owned by the Fund, including the lease thereof and the
issuance of consents to the transfer of the lease rights
thereto, or the refusal to grant such consents, shall be done
by the Lessor in accordance with the Memorandum and Articles
of Association of the Fund; and the Lessee hereby acknowledges
that if the Plot or part thereof is or shall at any time be
owned by the Fund, it shall be subject to the provisions of
the said treaty and that this provision constitutes a
condition precedent and a fundamental condition on the basis
of which the Lessor is prepared to enter into this contractual
commitment with the Lessee;
WHEREAS If the purpose of the Lease is industry or crafts or tourism,
the following additional conditions of this Preamble shall
apply to the Lease under this Contract:
A. If the purpose of the Lease is industry or crafts and
the Lessee shall have applied for the Lessor's
consent to a change of the category of the industry
or crafts with regard to those established in the
Purpose of the Lease, the Lessor may make its consent
conditional, among other things, on a change of the
duration of the Lease in accordance with resolutions
adopted by the Lessor from time to time, and also on
receipt of the recommendation from the Ministry of
Industry and Commerce for the requested change in the
category of the industry or crafts and also for the
recommended duration of lease for this purpose.
B. If the purpose of the Lease is industry or crafts or
tourism then in addition and subject to all the other
conditions stated in clauses 9 and 14 hereinbelow,
the Lessee shall enclose with its application for the
introduction any of the alterations referred to in
clause 9 or for the transfer of rights under the
Contract as provided in clause 14, as the case may
be, an appropriate and valid recommendation from the
Ministry of Industry and Commerce or from the
Ministry of Tourism, as the case may be. The Lessor
shall not give its consent to any such application by
the Lessee unless the Lessee shall have submitted
such valid recommendation.
C. The terms "Ministry of Industry and Commerce" and
Ministry of Tourism" shall comprise any other
government agency in charge of matters of the
category of the "Purpose of the Lease", everything as
decided by the board of the
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Israel Lands Administration or according to rulings
made by the Lessor as necessitated from time to time
under the circumstances of the case.
WHEREAS The meaning of the terms used in this Contract shall be as
defined hereinbelow in this Preamble, unless the context
necessitates a different interpretation in accordance with the
Contract:
The Plot
The plot indicated in the chart enclosed herewith as an
integral part of this Contract, its particulars being as
follows:
Location: Arad; Area: 1,259,673 sq.m. (appr.)
Registered block 100113 parcels: 2 (part)
Registered block 100116 parcels: 1 (part)
Registered block 100117 parcels: 1 (part)
Lease Period
Forty-nine years starting from the transaction approval date,
i.e. January 02, 1994.
Transaction Approval Date
The day of approval of the transaction contemplated herein by
the Management of the Lessor.
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Purpose of the Lease
Industry and crafts
Construction Capacity
..... % per floor, on .... floors, or a total of ....... %
representing a built up area of 755744.0 sq.m.
Rent
The annual rent for the entire Lease Period, payable to the
Lessor in advance, capitalized by the procedure applied by the
Lessor (hereinafter: Capitalized Rent).
The Capitalized Rent deposited, if at all, with the Lessor
prior to the signing of this Lease Contract, shall be deemed
as payment of the Capitalized Rent.
Basic Plot Value
Nis 1,733,770.27 (one million seven hundred thirty three
thousand seven hundred and seventy NIS % 27 agorot) as of the
Transaction Approval Date;
Established in accordance with the destination and the use
ratio according to Urban Outline Plan 23/100/02/10.
Basic Index
The consumer price index last known as of the Transaction
Approval Date.
Destination
Industrial zone.
WHEREAS If the Lessee consists of more than a single person or
corporation, the undertakings of the persons or corporations
constituting the Lessee shall be deemed to be made jointly and
severally, whereas their rights pursuant to this Contract
shall be exercized individually;
WHEREAS The following special conditions shall apply in addition to
the conditions of the Lease Contract which follows:
The construction percentages according to the urban outline
plan (enterprise area) shall be 40% main areas and 20% utility
areas, or a total of 60%; the height of Administration and
Personnel Services shall be three floors.
It is stipulated that the construction works whose completion
is required as a condition precedent to the signing of the
Lease Contract shall amount to the construction of 20,270
sq.m. only.
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In view of the purpose of the enterprise and the intended use
thereof, the entrance to the enterprise shall be adjusted as
stated in clause 16 of the Development Contract with the Plant
Manager or his representative.
The liability of the entrepreneur for the payment of damages
to the Administration as stated in clause 12 of the Lease
Contract shall be conditional upon the Administration having
notified the Entrepreneur of any demand and/or claim filed
against the entrepreneur within the scope of liability of the
entrepreneur, with the further provision that the entrepreneur
shall be enabled to defend itself at its own expense together
with, or on behalf of, the Administration, everything at the
discretion of the Administration.
IN WITNESS THEREOF THE PARTIES HAVE SET THEIR HAND ON THIS DEVELOPMENT CONTRACT
AS PROVIDED IN THE PREAMBLE AND PURSUANT TO THE LEASE CONTRACT HEREINBELOW:
Signature of the parties: The Administration The Lessee
Initials:
The value of the Land is composed of the sum of NIS 1,287,624.33 for the plant
area and the sum of NIS 446,146 for the ponds.
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CONDITIONS OF THE LEASE
1. Preamble and Enclosed Documents
The Preamble to and the documents enclosed with this Contract
constitute an integral part hereof.
2. Obligation to Grant and Accept the Lease
The Lessor hereby undertakes to grant the Lease of the Premises to the
Lessee, and the Lessee hereby undertakes to accept the Lease of the
Premises from the Lessor.
It is agreed between the parties that pending the registration of the
lease right at the Land Registry, the Lessor has granted to the Lessee
the right to use the Premises and all the provisions of this Contract
with regard to the lease and the terms thereof shall apply, mutatis
mutandis, to the aforementioned right of use and that use fees shall be
payable at the rate of the rent referred to hereinbelow.
3. Lease Period
The Lease Period shall be as stated in the Preamble to the Contract.
4. Purpose and Destination of the Lease
The Premises are hereby leased to the Lessee strictly for the purpose
and destination specified in the Preamble to this Contract, and the
Lessee may not use the Premises or any part thereof for any other
purpose or destination without the express prior written consent of the
Lessor.
5. Capacity of Construction
The allowed capacity of construction under this Contract is as stated
in the Preamble hereto.
6. Acceptance of Possession of the Premises
The Lessor confirms that it has accepted possession of the Premises at
the time and subject to the condition stated to this effect in the
Preamble to this Contract.
7. Rent
The Lessee undertakes to pay rent to the Lessor according to the
respective provisions of the Preamble to this Contract.
8. Reassessment
A. Subject to the provisions of paragraph (B) hereinbelow, the
Lessor may demand annual rent based on a reassessment of the
Plot by the State Valuer, irrespective of any appreciation of
the Plot as a result of development works done thereon by or
at the expense of the Lessee, in any one of the following
cases:
(1) In the event of the Lessee having applied for the
Lessor consent to a transfer of the Lessee's rights
hereunder as stipulated in clause 14 hereinbelow;
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(2) In the event of the Lessor having granted its consent
to a Lessee's application for introducing any of the
alterations referred to in clause 9 hereinbelow.
B. In the event of the Lessee, prior to the date of the Lessor's
consent in response to any of the Lessee's applications
referred to in the foregoing paragraph (A), having paid a
capitalized rent as defined in the Preamble to the Contract,
the annual rent shall not be increased as provided in this
clause.
C. In the event of the Lessor having demanded a raise of the rent
as stated hereinabove, the Lessor shall notify the Lessee by
registered letter. The Lessee shall be entitled to appeal
against the raise within 30 days from receipt of the Lessor's
notice before the State Valuer, and the ruling of the latter
shall be final.
D. The annual rent as increased pursuant to the reassessment
shall be payable by the Lessee to the Lessor starting from the
date of the Lessor's consent, within 15 days from the day of
notice by the Lessor. The increased annual rent shall be
subject to the provisions with regard to annual rent as stated
in the Preamble to the Contract, mutatis mutandis.
9. Change of Destination, Construction Capacity, Additional Construction,
Split
A. The Lessee undertakes to seek the Lessor's prior written
consent for the performance of any of the following
alterations:
(1) Change of destination or exercise of change of
destination of the Plot, from the one defined in the
Preamble to any other destination.
(2) Increase of the construction capacity specified in
the Preamble, or additional construction over the
construction capacity specified in the Preamble, or
alteration of the Buildings or additions built on
them or additional buildings erected on the Plot or
additions on them.
(3) Division of the Plot into a number of subplots where
every subplot constitutes an independent plot fit for
separate use.
The Lessee shall enclose the application with plans
and documents relevant to the alteration applied for
by the Lessee.
B. The Lessee shall not make the alteration applied for by the
Lessee before obtaining the Lessor's prior written consent,
nor shall the Lessee seek any permit for the sought alteration
from the competent authorities before obtaining the Lessor's
consent to this effect. On obtaining the Lessor's
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consent, the Lessee shall only carry out the alteration after
obtaining the approval of the competent authorities.
C. The Lessor may refuse to grant its consent to the alteration
sought by the Lessee, or make its consent conditional upon the
payment of a sum of money in consideration of a change of the
value of the Plot as a result of the sought alteration, as
determined by the State Valuer or according to the practice of
the Lessor at the time, and also upon such other requirements
as may be practiced by the Lessor.
10. Registration of the Lease
A. The registration of the lease right in the name of the Lessee
pursuant to the provisions of this Contract and all the
operations necessary for this purpose shall be done by the
Lessee at its own expense.
The Lessor shall as necessary sign all the documents required
for the registration of the lease right as provided above;
this, however, on the condition that the Lessee shall have
complied with all its obligations under this Contract.
B. The Lessee shall, inter alia, prepare the documents and maps
necessary for the said registration, including those necessary
for the purpose of registration and/or renewal of the
registration of the Plot, its distribution, separation, the
surveying expenses and parcellation maps, and also the files
at the Land Registry Office; the Lessee shall bear all the
payments and expenses involved in the said registration,
including the payment of stamp tax and other taxes without any
exception.
C. The Lessee undertakes to prepare and complete all the
operations necessary for the registration of the Premises as a
condominium (or condominiums) pursuant to the Land Law, 1969,
inasmuch as these operations shall not have been completed in
the period prior to the signing of this Contract; the Lessee
further undertakes to do at its own expense everything
necessary for this purpose, including the preparation of
sketches, registration orders, regulations, etc., everything
as necessary.
The Administration shall be entitled to notify the Lessee in
advance and in writing of its intent to carry out the
aforementioned operations or any part of them for and at the
expense of the Lessee, and the Lessee undertakes to refund to
the Administration every expense incurred by the
Administration for the performance of the said operations,
according to an invoice to be submitted to the Lessee, within
30 days from the date of submission thereof.
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D. The Lessee undertakes to provide the Lessor with certificates
of the payment of all taxes, municipal rates, levies and other
compulsory payments applicable to the Premises, as well as any
other document necessary for the registration of the lease as
provided hereinabove.
E. In the event of the Lessee, notwithstanding the foregoing
provisions and despite the Lessor's demand, having failed to
register the lease, the Administration may carry out all the
operations involved in the said registration at the expense of
the Lessee, and the Lessee undertakes to refund to the Lessor
all of the expenses incurred by the Lessor within 30 days of
submission of an invoice to this effect.
11. Changes of the Plot Borders and Definitive Determination of the Plot
Area
A. The Lessee acknowledges that the area and borders of the Plot
are not final and that they may be changed as a result of
changes in the planning pursuant to the Planning and
Construction Law, 1965, land arrangements, etc.
B. The Lessee acknowledges that surveying operations for the
purpose of registration may lead to the conclusion that the
Plot area is smaller or larger than the one on the basis of
which the value of the Plot was determined.
C. In the event of the changes referred to in the foregoing
paragraph (A) having led to an increase or decrease of the
Plot area and/or if the Plot borders are changed or if it
shall have become evident as stated in the foregoing paragraph
(B) that the Plot area is smaller or larger than the one on
the basis of which the basic Plot value was established, the
Lessee shall:
(1) Accept any change of the borders and/or area of the
Plot as resulting from the changes referred to in the
foregoing paragraph (A);
(2) Accept any determination with regard to the Plot area
as established as a result of the surveying for the
purpose of registration as stated in the foregoing
paragraph (B);
(3) Regard the Plot in its new borders and area as the
subject of the present lease and accept possession
thereof.
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D. In the event of change in the value of the Plot as a result of
the changes referred to in the foregoing paragraphs (A) and/or
(B), the Rent shall be revised in accordance with the
definitive area as estimated by the State Valuer as of the
date of determination of the basic Plot area, and each of the
parties shall pay only pay to the other party the differences
resulting from such revision, plus linkage differentials from
the date of determination of the basic Plot area to the date
of actual payment of the said differentials.
12. Use of the Premises and Liability of the Lessee
The Lessee undertakes to maintain the Premises in a good and proper
state as an owner taking care of his property, and to make at its own
expense all the repairs necessary for maintaining the Premises in the
said state. For the entire duration of the Lease Period, the Lessee
alone shall be responsible for compliance with the provisions of any
law in connection with the maintenance and use of the Premises and also
in connection with the construction works on the Plot; the Lessee shall
comply with every obligation pursuant to every law applicable at
present or in future to the Lessor with regard to the Premises,
everything at the expense of the Lessee; the Lessee shall not be
entitled to demand any refund of such expenses from the Lessor.
The Lessee alone shall be liable toward the Lessor and toward any third
party for any property damage and bodily injury to any person,
including the Lessee, and also for the payment of damages imposed as a
result of or in connection with operations and/or omissions on the
Premises or in connection with the maintenance and use of the Premises,
so that the Lessor shall bear no liability whatsoever in connection
therewith.
13. Taxes and Compulsory Payments
Starting from the commencement of the Lease Period or the day of
acceptance of possession of the Premises, whichever occurs first, the
Lessee alone shall pay all the taxes, municipal rates and other
compulsory payments to the state and municipal authorities, including
betterment tax, as applicable to the owners and/or possessors of the
Premises, as well as all the fees and development expenses applicable
at present or in future to the Premises, including the expenses related
to the connection of electric power, water and sewerage fees, water
supply arrangements, installation of sewerage, canalization, the
construction of roads and sidewalks, sanitary installations and
operations, etc.
The Lessee undertakes to pay value added tax as provided by law as
applicable to all of the payments imposed on the Lessee under this
Contract, in accordance with the rate of the said tax as applicable at
the time of payment.
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14. Transfer of Rights
A. Rights Transfer is Subject to Consent
The Lessee may not transfer its right under this Contract
except with the Lessor's prior written consent.
The following definitions shall apply in this clause:
Rights Transfer
Any one of the following, whether for a consideration or not,
entirely or in part, and in any manner whatsoever:
(1) The grant, transfer, assignment or waiver of rights
conferred by this Contract;
(2) Sublease of the Premises or any degree of such
sublease, renting of the Premises by way of
subletting or renting the lease at any degree
whatsoever, everything for a length of time that
necessitates under law the registration of the lease
in the Register kept as provided by law, including
rental whereby the rental becomes protected by the
Tenant Protection Law (Combined Version), 1972, or
any other law that may supersede it (hereinafter:
sublease);
(3) Delivery of possession or use of the Premises for the
period stated in paragraph (2) hereinabove
(hereinafter: delivery of possession);
(4) With regard to a corporate lessee, any corporate act
on the Premises as a result of which at least 10% of
the nominal value of the paid up share capital or
issued share capital of the Lessee, whichever is less
(hereinafter: the Capital Rights), or 10% of the
voting power in the Lessee (hereinafter: the Voting
Rights), or 10% of the right to appoint directors in
the Lessee (hereinafter: the Appointment Rights).
Corporate acts in the Lessee involving separately the
transfer of less than 10% of the aforementioned
rights and occurring within a period of two years
shall be regarded for the purposes of this clause as
having been committed at once on the date of the last
corporate act among them.
The following definitions shall apply in this clause
14:
Corporation
As defined in the Land Betterment Tax Law, 1963
(hereinafter: LBTL), as amended from time to time,
including an unregistered corporation or partnership.
Corporate Act
As defined in the LBTL as amended from time to time,
including a corporate act involving a corporation
that holds a corporate right in
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the Lessee, and also including any change in a
partnership, whether the latter is registered or not,
occurring as a result of the inclusion of a person in
it or the departure of a person from it, or any
change in a corporation whose capital is not in form
of shares, occurring as a result of such inclusion or
departure, also including any change in the
proportionate holding of a partner in the capital of
the partnership or corporation as aforesaid.
Corporate Right
As defined in the LBTL, as amended from time to time.
Holder, Holding
According to the definition of "holding" in the
Securities Law, 1968, as amended from time to time;
the terms under the definition of "holding" in the
aforementioned law shall be interpreted according to
their interpretations as amended from time to time in
the said law.
(5) Mortgage and/or Charge of the Premises and/or the
Rights Pursuant to this Contract
The Lessor shall not give its consent to any mortgage
and/or charge as aforesaid unless the Lessee and the
owner of the security interest shall have undertaken
toward the Lessor, prior to any such consent, that in
any case of exercise of the mortgage or security
interest or charge or as a result of the
implementation of a court ruling or other document
exercisable as a court ruling or as a result of sale
by the Execution Office or by any other authority
under law - the Lessor shall collect the consent fees
due under this Contract. However, the Lessor's
consent to the very act of the mortgage or charge
shall not be made conditional upon any payment
whatsoever.
Any transfer of rights as indicated above without the
Lessor's consent or without payment of consent fees
as provided above shall constitute a fundamental
breach of the Contract, and the Lessor shall be
entitled to terminate the Contract as a result
thereof.
(6) Any other act that is not referred to hereinabove and
involves the effective transfer of rights hereunder,
whether for a consideration or not, in a total or
partial manner and in any form whatsoever.
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B. Conditions for Consent
(1) The Lessor may impose the following conditions for
granting its consent to a rights transfer in
connection with this Contract, in addition to the
other conditions the Lessor is entitled to apply
under this Contract, everything pursuant to
resolutions passed by the Israel Lands Administration
Board or according to any law.
A. The Lessee shall have complied with all the
conditions of this Lease Contract;
B. The Lessee and the transferee shall sign and
submit such documents as shall be required
by the Lessor in connection with the
transfer and shall comply with all the
conditions imposed by this Contract in
connection with the grant of consent,
including an obligation on the part of the
transferee to comply with all the conditions
of this Lease Contract.
(2) In the event of the Lessee having obtained any
exemption or discount, whether partial or total, with
regard to the payment of the Rent, or having paid a
reduced Rent, and these or any of them having been
made conditional on compliance with conditions
imposed for this purpose, the Lessor's consent to the
rights transfer shall be conditional on compliance
with the conditions established for the grant of such
exemption or discount or reduced payment, including
compliance with all the implications thereof.
(3) The Lessor's consent to a sublease or to a delivery
of possession, if granted, shall not release or
exempt the Lessee from any obligation imposed on the
Lessee hereunder, and the Lessee and transferee shall
be jointly and severally liable for compliance with
all of the Lessee's obligations under this Contract.
(4) The Lessor may demand details and statements on the
following matters from the Lessee and the proposed
transferee of the rights (hereinafter: the
Transferee):
A. The nature of the rights being transferred
and the date on which the Lessee and the
Transferee intend to carry out the
contemplated transfer;
B. The name, address, and identity number of
the Transferee;
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C. In the case of a corporate Transferee:
(1) Name, address, corporate number as
entered at the office of the
Companies Registrar; the names of
the shareholders, their holdings in
the share capital, voting power and
appointment power, and the names of
the directors.
(2) Details as stated in the foregoing
paragraph (B) with regard to ▇▇▇▇▇
shareholder and director of the
corporation.
(3) In the event of a corporate
shareholder or director in the
Transferee corporation, details on
the corporation as stated
hereinabove in this paragraph (C),
and details on every one of the
shareholders and directors of the
corporation as stated in the
foregoing paragraph (B).
D. The amount payable by the Transferee to the
Lessee for the rights.
The Lessor may demand further information and documents in
connection with the Transferee from the Lessee and the
Transferee.
C. Denial of Consent in Certain Cases
The Lessor may deny its consent to the rights transfer to a
person defined as a foreign national according to clause
19(A)(3) hereinbelow, or to a person who does not meet the
requirements of any condition precedent or fundamental
condition stated in the Preamble to this Contract.
D. Consent Fees
Without derogating from the provisions of this clause 14 and
subject to the provisions of paragraph (E) hereinbelow, the
Lessor may make its consent to a rights transfer conditional
upon the payment of consent fees. The following provisions
shall apply in this respect pending any amending resolution by
the Israel Lands Administration Board:
(1) In the cases referred to in the foregoing paragraphs
(A)(1), (A)(5) and (A)(6), the consent fees shall
amount to one third of the difference between the
value of the Plot at the time of grant of the
Lessor's consent to the rights transfer and the value
at the time of acquisition of the lease rights by the
Lessee, in the status as at the time of acceptance of
delivery of the Plot, disregarding the development
works and expenses incurred for the Plot, according
to an estimation made by the State Valuer
(hereinafter: the Consent
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Fees), less a proportion of the Plot value as stated
in the Preamble to this Contract.
(2) In the cases referred to in the foregoing paragraph
(A)(4), the Consent Fee was calculated in accordance
with the foregoing paragraph (1) and the amount
payable shall be determined according to the
proportion between the rights to capital and/or the
voting rights and/or the appointment rights being
transferred on the one hand and the totality of the
respective rights in the corporate Lessee on the
other hand; however, in case of transfer of control
the consent fee shall be payable in full.
In this paragraph, the term "control" shall be
defined as the direct or indirect holding by a
physical or corporate person of 50% or more of the
nominal value of the paid up share capital or the
issued share capital of the lessee, whichever is
less, or one half or more of the voting power in the
lessee, or the right to appoint one half or more of
the directors in the lessee.
(3) In the cases mentioned in the foregoing paragraphs
(A)(2) and (A)(3), the Consent Fee shall be set at
the rate established from time to time by the Lessor
for such cases.
E. Rights Transfer Without Consent Fee
The Lessor shall not make its consent to the rights transfer
conditional upon the payment of any sum of money in the event
of the Lessor having, prior to the date of consent, paid
capitalized consent fees as defined in the Preamble and all
the other amounts payable to the Lessor hereunder and
according to law, on the further condition that the Lessee
shall have paid all the state and municipal taxes and other
compulsory payments due by the Lessee hereunder and according
to law for the entire period until the date of consent.
F. Acquisition of Rights by the Lessor
In the event of the Lessee desiring to transfer its rights as
defined in the foregoingparagraphs (A)(1), (A)(5), or (A)(6),
the Lessor shall be entitled, though under no obligation
whatsoever, within thirty days from the date of receipt of the
details referred to in the foregoing paragraph (B)(4), and if
the Lessor shall have demanded further information and
documents as stipulated above, within thirty days from the
date of such demand, to notify the Lessee by registered mail
of its desire to recover possession of and all rights to the
Premises, noting that it agrees to pay to the Lessee the
amount offered by the Transferee. Following the said
notification by the Lessor, the Lessee shall not be allowed to
transfer its rights to the Premises to any person other than
the Lessor.
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The Lessor shall not exercise its right to recover possession
of the Premises as provided in this paragraph when the
Transferee is a spouse, descendant, parent, sibling, or
inheritor of the Lessee.
The Lessor may enter a caveat at the Land Registry in
connection with its aforementioned right.
G. Fundamental Breach
The breach of any of the provisions stated in this clause 14
shall constitute a fundamental breach of this Contract, in the
case of which the Lessor may terminate this Contract.
15. Natural Resources, Antiquities, Materials, Trees
The Lessee hereby acknowledges that all natural resources such as
petroleum, gas, water springs, coal and metal ores, marble and stone
deposits, sand, gravel and all other deposits, as well as antiquities
and antiquity sites, materials and trees located on the land of the
Premises shall belong to the Lessor and/or the State and that they are
not included in the Premises and that the terms of the Lease pursuant
to this Contract shall not apply to them. The Lessee shall enable the
Lessor to extract or otherwise exploit the natural resources,
antiquities, materials and trees in accordance with the applicable laws
and on the basis of this Contract.
The Lessee shall make no excavations on the Plot in excess of what is
needed for attaining the purpose of the Lease.
The Lessee may not sell any materials or timber removed from the Plot,
as these constitute the property of the Lessor and/or the State, except
with the Lessor's written consent, and the Lessor may make its consent
conditional upon a payment for the materials or timber.
16. Observation of the Sabbath and Jewish Holidays
The Lessee and all persons on its behalf shall abstain from any
construction or trade on the Premises on the Sabbath and or Jewish
holidays.
The following definitions shall apply in this clause:
Trade
The conduct of a business and any manual work carried out regularly by
the Lessee or by any other person for a consideration and in a public
manner.
Construction
Any work related to construction works carried out by the Lessee or by
a third party for a consideration and in a public manner.
The prohibition imposed in this clause shall not apply to cases in
which the Lessee is permitted to engage in trade and construction by a
competent authority according to law, as long as the permit remains
valid.
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17. Transfer of Contract Rights by the Lessor
The Lessor is entitled to transfer its rights hereunder without having
to seek the Lessee's consent to this effect, and the Lessee undertakes,
in case of such transfer, to comply with all of its obligations
hereunder toward the transferee.
18. Right of Entry to the Premises
In addition to the provisions of any law, the Lessor or any person
authorized by the Lessor to this effect shall be entitled to enter the
Premises at all reasonable times for examining the use of the Premises
with reference to the provisions of this Contract and for laying pipes
for water, canalization, sewerage and gas, also for the installation of
electric or telephone poles, electrical or telephone cables through,
inside or over the Premises, and/or also for any other comparable
purposes.
The Lessee shall enable the Lessor and any person on the Lessor's
behalf to enter the Premises and carry out the inspections and works
necessary for the foregoing purposes. The Lessor undertakes to
indemnify the Lessee for any damage caused to the Lessee as a result of
the execution of such inspections or works.
19. Remedies for Breach of Contract
Without derogating from the right to other remedies under law and
pursuant to this Contract in the event of breach hereof, the parties
agree that any one of the breaches mentioned in paragraph (A)
hereinbelow shall constitute a fundamental breach hereof as a result of
which the Lessor shall be entitled to terminate the Contract by a
notice sent by registered mail to the Lessee:
A. (1) Breach of any of the provisions of clauses 9 and 14.
(2) In the event of the Lessee having made or caused a
change in the purpose or destination of the Lease or
having used the Premises in a manner inconsistent
with them, except with the Lessor's prior written
consent.
(3) In the event of the Lessee or the party for which the
Lessee is operating being a foreign citizen.
In this paragraph, the term "foreign citizen" shall
be defined as a person who is not:
A. An Israeli citizen;
B. A new immigrant ["oleh"] in the sense of the
Law of Return, 1950, who has not submitted a
declaration pursuant to section 2 of the
Citizenship Law, 1952;
C. Entitled to have a new immigrant visa or a
new immigrant certificate pursuant to the
Law of Return, 1950; having obtained instead
a temporary stay visa and permit as a
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potential new immigrant pursuant to the
Entry to Israel Law, 1952;
D. A corporation controlled by an individual
who is one of those mentioned in the
foregoing paragraphs (A) - (C), or by more
than a single such individual.
The term "control" in this paragraph shall
mean the direct or indirect holding, by any
single person or corporation or by more than
a single person or corporation, of 50% or
more of the nominal value of the issued
share capital of the corporation or one half
or more of the voting power in the
corporation or of the direct or indirect
right to appoint one half or more of the
number of directors in the corporation.
The provisions of this paragraph (3) shall not apply
in the event of the Lessee having obtained a prior
written approval by the Board Chairman of the Israel
Lands Administration.
(4) In the event of breach of any of the conditions
precedent and basic conditions stated in the Preamble
hereto.
B. The Lessee shall proceed as follows in the event of
termination of this Contract by the Lessor:
(1) The Lessee shall vacate the Premises forthwith.
(2) The Lessee shall return the Premises to the Lessor in
a state free from any object and person and also free
from any charge, lien, or other third-party right.
(3) The Lessee shall immediately resort to all the
operations necessary for cancelling the registration
of the lease right entered pursuant to clause 10,
including the payment of all taxes, fees and other
expenses without exception, involved therewith; the
Lessee shall, for securing the compliance with this
obligation, sign upon the execution of this Contract
or at such other time as the Lessor shall determine,
everything at the discretion of the Lessor and on the
Lessor's demand, an irrevocable notarized power of
attorney in the name of the Lessor.
In the event of the Lessee having failed to comply
with its obligations pursuant to this paragraph, the
Lessor shall be entitled to carry out all of the
foregoing operations at the expense of the Lessee and
to collect all of the expenses incurred therewith
from the Lessor, including interest and linkage
differentials as stipulated in clause 22 hereinbelow,
for the period from the date of the expense till the
date of actual payment.
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(4) The Lessee shall pay to the Lessor for all damage and
losses incurred and to be incurred by the Lessor as a
result of the breach and termination of the Contract,
including damage and loss resulting from the leasing
of the Premises to a third party, without prejudice
to the provisions of clause 20 hereinbelow.
C. (1) In the event of termination of this Contract by the
Lessor, except in the case of termination for a
breach referred to in paragraph (A)(3) above, and
after the Lessee shall have complied with its
obligations pursuant to the foregoing paragraph (B),
the Lessor shall offer the Premises by way of tender
and shall pay to the Lessee certain amounts for the
proportional part of the Lessee's rights to the Plot
and the attachments as determined by the State Valuer
(hereinafter: the refunds); however, if the amounts
obtained through the tender are less than the
refunds, the Lessor shall only pay the amounts
established in the tender to the Lessee.
(2) In the event of the Lessor not having offered the
Premises by way of tender as stated hereinabove
within three months from the day on which the Lessee
shall have complied with its obligations pursuant to
the foregoing paragraph (B), the Lessor shall pay the
refunds to the Lessee on expiry of the aforementioned
period of three months.
(3) The payment of the refunds shall be effected after
deduction of all the sums payable by the Lessee to
the Lessor under this Contract and also after
deduction of a sum equal to the consent fee the
Lessee would have been bound to pay to the Lessor
pursuant to clause 14 if the Lessee's rights were
transferred to a third person with the Lessor's
consent.
(4) In the event of the Premises having been offered by
way of tender and no bid responsive to the terms of
the tender having been obtained, the Lessor shall
offer the Premises under another tender within four
months from the deadline for receipt of bids under
the preceding tender. This procedure shall be
repeated until the receipt of responsive bids.
D. Without prejudice to the foregoing, the Lessor may at its sole
discretion proceed in one of the following ways in the event
of breach of any of the provisions of the foregoing clause 9
by the Lessee:
(1) Cause a cancellation of the alteration made by the
Lessee without the Lessor's consent and/or demolish
everything built on the Plot without authorization
from the Lessor, immediately on learning of the
breach, in which case the Lessor shall be under no
obligation to
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obtain the Lessor's consent. The Lessor shall not be
obligated to clear the debris from the Premises.
(2) Charge the Lessee with usage fees as applied by the
Lessor to this effect and/or with a full payment for
the change in the value of the Plot resulting from
the execution of the alterations introduced by the
Lessee, everything as established by the State
Valuer.
E. The provisions of the foregoing paragraphs (B) and (C) of this
clause shall also apply, mutatis mutandis, upon the
termination of this Contract on expiry of the Lease Period or
on expiry of the additional Lease Period as the case may be,
unless the Lease Period or the additional Lease Period is
extended further.
20. Liquidated Damages
A. In the event of termination of this Contract, the Lessor may
deduct from any amounts owed by the Lessor to the Lessee,
liquidated damages at the rate of 5% of the Basic Plot Value
as defined in the Preamble, plus linkage differentials between
the Basic Index and the Consumer Price Index last known as of
the date of the deduction (hereinafter:
liquidated damages).
B. Notwithstanding the content of the foregoing paragraph (A), in
the case of termination of this Contract as a result of the
breach referred to in clause 19(A)(3), the Lessor shall
forfeit all the amounts paid by the Lessee defined in clause
19(A)(3); furthermore, the provisions of paragraph 19(C)
hereinabove shall not apply to the Lessor, everything as
liquidated damages for the particular case.
The Lessee shall, on the condition that it shall have complied
with all the provisions of the foregoing clause 19(B), be
entitled to apply to a committee to be appointed for this
purpose by the Israel Lands Authority Board, which shall be
entitled, if satisfied that the Lessee has acted in good
faith, to reduce the forfeited amounts down to the liquidated
damages according to the foregoing paragraph (A) only and/or
determine the amounts to be refunded to the Lessee pursuant to
the foregoing clause 19(C). The ruling by the committee shall
be final.
The provisions of this clause shall apply also if other
provisions of any law are applied.
C. In the case of the liquidated damages being in excess of the
amount owed by the Lessee pursuant to the foregoing paragraphs
(A) or (B), the Lessee shall pay the balance immediately after
the termination of the Contract.
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21. Extension of the Lease
A. Subject to the provisions of paragraphs (B) through (D)
hereinbelow, the Lessee is entitled to an extension of the
Lease Period by an additional period of forty-nine (49) years
on the condition that the Lessee shall have notified the
Lessor to this effect within the last 12 months preceding the
expiry of the Lease Period. The conditions of the lease during
the additional Lease Period shall be as applied at the time by
the Lessor with regard to the lease of land comparable to the
Premises in the area of the Premises and for the same purpose,
taking into account that the Lessee shall have paid for the
construction of the Buildings.
B. The Lease Period shall be extended strictly by one additional
lease period, and the Lessor shall be under no obligation to
extend the lease period any further; and if this Lease
Contract refers to an additional lease period the Lessor shall
be under no obligation to grant a further extension of the
lease period covered by this Contract.
C. In the event of change of destination of the land containing
the Premises, the Lessor shall be under no obligation to
extend the lease period.
D. Any extension of the Lease Period shall be subject to
compliance with all of the following conditions:
(1) The Lessee shall have complied with all the
provisions of this Contract;
(2) Not later than the expiry of the Lease Period, the
Lessee shall have signed a new lease contract
containing the terms of the new lease as provided
hereinabove.
22. General Conditions
A. The Tenant Protection Law (combined version), 1972, or any law
that may supersede it or be added to it, shall not apply to
this Contract; it is declared hereby that the Lessee has not
paid to the Lessor any key money in any form whatsoever for
this Contract, and that the payments under this Contract and
the entire investment by the Lessee in the Plot shall not be
deemed as payment of key money.
B. No waiver, allowance, acceptance of payment, abstention from
resorting to any action, delay or grant of extension by one of
the parties shall be regarded as waiver of the rights of such
party, nor shall they serve as impediment to any claim, unless
the said party shall have waived its rights expressly and in
writing.
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C. Amendments, modifications, additions, deletions, waivers or
extensions affecting the terms of this Contract (hereinafter:
modifications), or discounts granted by the Lessor, shall only
be valid if made in writing with the signature and seal of the
Lessor.
Amendments and erasures on the body of the Contract or on any
of the documents enclosed herewith or to be signed pursuant to
this Contract shall only be valid if provided at the margin
with the full signatures of the parties, subject to the
presence of the signature and seal of the Lessor.
D. The Lessee undertakes to pay to the Lessor linkage
differentials and interest as applied by the Lessor as of the
date payment with regard to arrears in the payment of any
amount due by the Lessee to the Lessor pursuant to this
Contract, for the period from the date of maturity hereunder
to the date of actual settlement of the debt, without
prejudice to the Lessor's rights pursuant to this Contract and
the provisions of any law.
In case of arrears as aforesaid, any payment on account of the
debt shall be credited in the following sequence: collection
expenses, interest, linkage differentials, principal.
E. The Lessee undertakes to indemnify the Lessor and keep it
harmless with regard to any amount the Lessor may be compelled
to pay to any person as damages for which the Lessee is liable
hereunder and in law.
F. Amounts payable between the parties may be offset mutually. In
the event of one of the parties having paid a sum due by the
other party under this Contract, the other party shall refund
the sum within 14 days from the date of demand from the payor.
G. All the expenses related to the preparation of this Contract
and the registration of the lease hereunder at the Land
Registry, including stamp tax and value added tax hereunder,
shall be payable by the Lessee alone.
H. The headings of the clauses of this Contract are intended
strictly for convenience and shall not serve for any
interpretation hereof.
I. The addresses of the parties shall be as stated in the initial
part hereof. Any notice sent hereunder by registered mail at
one of the above addresses shall be deemed to have reached its
destination five days after the date of mailing.
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IN WITNESS THEREOF THE PARTIES HAVE SET THEIR HAND:
The Lessor The Lessee
1. Name Haifa Chemicals South Ltd. 1. Name The Israel Lands
Administration
Position .................... Position ....................
Signature /s/▇▇▇▇▇ ▇▇▇▇▇ Signature /s/▇. ▇▇▇▇
2. Name Haifa Chemicals South Ltd. 1. Name The Israel Lands
Administration
Position .................... Position ....................
Signature /s/▇▇▇▇▇ ▇▇▇▇ Signature /s/▇▇▇▇▇ Sinai
Certification
I, the undersigned, do hereby certify that I have identified the aforementioned
Lessee according to identification documents presented to me and that the Lessee
has signed this contract in my presence.
Name: ▇▇▇▇ ▇▇▇▇▇ position Advocate Signature /s/ ▇▇▇▇ ▇▇▇▇▇