Exhibit 10.6
ISRAEL LANDS ADMINISTRATION
FILE NO : 10476488A
ACCOUNT NO.: 971442280
LEASE CONTRACT
(Low construction, either industrial, or commercial, or tourism)
# CAPITALIZED
Drawn up and signed in ____________ on the 30th day of the month of April
in the year 2000
on the ____ day of the month of _____________ in the year _______
BETWEEN
# THE ISRAEL LANDs ADMINISTRATION, which manages the land of the State of
Israel, THE DEVELOPMENT AUTHORITY, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LE-ISRAEL - JEWISH
NATIONAL FUND (to be called hereinafter: "the Lessor"), whose address for
the purpose of this Contract is: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇'▇▇, ▇▇▇▇▇,
P.O. Box 36259, [Jerusalem] of the first part;
AND
# ▇▇▇▇▇ INDUSTRIAL STRUCTURES LTD. _______ I.D./company no. 512055112
# (hereinafter: "the Lessee"), whose address for the purpose of this Contract
is: Mazkeret Batya Industrial Zone, Mazkeret Batya, of the second part;
RECITALS
which constitute an integral part of the Lease Conditions, which are
attached thereto, and which, only taken together, constitute the Lease
Contract.
# WHEREAS ____________ the State of Israel/the Development Authority, are the
owners of the real estate specified hereunder in these recitals
(hereinafter - "the Lot");
Office hours: Sun., Mon., Wed., Thurs.: 08:00 - 13:30 Mon.: 14:00 - 15:00 Tues.,
Fri.: closed
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Jerusalem District: ▇▇▇ ▇▇▇▇▇ ▇▇., "Shaarei Ha'Ir,", P.O.B. 36259,
Jerusalem 91361 o Tel.: ▇▇-▇▇▇▇▇▇▇ o Fax: ▇▇-▇▇▇▇▇▇▇
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AND WHEREAS a structure stands or structures stand on the Lot (hereinafter
- "the Structures"), which were erected during the period preceding the
validity date of this Lease Contract;
AND WHEREAS in the event that the construction of the Structures was not
completed to the point that would enable habitation and/or the full use
thereof for the Purpose of the Lease, the Lessee declares that it
undertakes to complete the construction of the Structures in such manner
that they shall be fit to be used for their purpose as stated, by no later
than one year after the date on which the Administration signed this
Contract, and the Lessee acknowledges that its undertaking constitutes a
fundamental condition of this Contract;
AND WHEREAS the Lessor agreed to lease the Lot to the Lessee inclusive of
all that built and permanently affixed thereupon (hereinafter - "the
Fixtures") (the Lot with the Fixtures to be called hereinafter - "the
Leasehold"), however this, on the precondition that the Lessee's
obligations - whether pursuant to a development contract with the Lessor,
or whether pursuant to another agreement with the Lessor - were fulfilled
in their entirety during the period that preceded the validity date of this
Lease Contract;
AND WHEREAS the parties agree that, for the sake of convenience only, the
Lessee shall sign a copy of this Lease Contact, without this being binding
on the Lessor, as long as the Lessee's obligations specified above have not
yet been fulfilled in their entirety. It is hereby expressly agreed between
the parties that the Lease Contract shall become valid only after the
Lessor shall sign it as well, and shall do so only if the Lessee shall
fulfill its aforesaid obligations vis-a-vis the Lessor. As long as the
Lessor has not signed the Lease Contract the conditions thereof shall not
be binding upon the parties, and the Lessee's signature alone on the Lease
Contract shall not confer any right whatsoever to the Lessee pursuant
thereto. The signing date of the Lease Contract shall be deemed the day on
which the Lessor shall sign it;
AND WHEREAS the Administration handed over the occupancy of the Leasehold
on the inception date of the Period of the Lease to the Lessee or to
whomever had a leasehold title to the Leasehold before it, and, in the
event that there are occupants in the Leasehold, the Lessor is under no
obligation to evict them and/or to bear eviction expenses.
AND WHEREAS the Lessee hereby declares that no restriction is imposed upon
it in relation to its engagement with the Lessor in this Contract pursuant
to the provisions of clause 19(A) (3) of this Lease Contract, and that the
Lessee is aware that only based on this fundamental precondition is the
Lessor willing to engage with the Lessee pursuant to this Lease Contract;
# AND WHEREAS pursuant to the provisions of the charter between the State of
Israel and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Le-Israel - Jewish National Fund (hereinafter -
"the
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Fund"), which was published in Yalkut Piramountim [the Israeli Government's
Official Gazette], no. 1456, dated 11 Sivan 5728, on page 1597, the
management of the real estate owned by the Fund, including the leasing
thereof and the granting of consent to transfer the leasehold title
therein, or refusing to grant it, shall be performed by the Lessor, subject
to the memorandum of association and the articles of association of the
Fund, and the Lessee hereby declares that it is aware that, if the Lot, in
whole or in part, is owned by the Fund, or shall be owned by the Fund, the
provisions of the aforesaid charter shall apply to the Lessee, and that
only on the basis of this fundamental precondition is the Lessor willing to
engage with the Lessee pursuant to this Lease Contract;
AND WHEREAS if the Purpose of the Lease is for industry or for a workshop
or for tourism, then in addition to the lease conditions hereunder, the
conditions in these recitals hereunder shall also apply to the lease
pursuant to this Contract:
(A) If the Purpose of the Lease is for industry or for a workshop and the
Lessee shall request the Lessor's consent to change the type of
industry or workshop specified under "Purpose of the Lease," the
Lessor shall be allowed to stipulate that the granting of its consent
thereto, inter alia, is conditional upon changing the duration of the
Period of the Lease according to the Lessor's decisions as they shall
be from time to time, as well as upon receiving a recommendation from
the Ministry of Industry and Trade for the requested change in the
type of industry or workshop and for the duration of the recommended
Period of the Lease by it for this purpose.
(B) If the Purpose of the Lease is for industry or for a workshop or for
tourism, then, in addition and subject to all other conditions
specified in clause 9 and in clause 14 hereunder, the Lessee shall be
obligated to attach to its request to perform any of the changes
stated in clause 9 or to transfer rights under this Contract as stated
in clause 14, as the case may be, a suitable and valid recommendation
from the Ministry of Industry and Trade or from the Ministry of
Tourism, as the case may be. The Lessor shall not give its consent to
either of the Lessee's aforesaid requests unless the Lessee shall
furnish the Lessor with a valid recommendation as stated.
(C) "Ministry of Industry and Trade," "Ministry of Tourism" - including
any other government office responsible for matters relevant to "the
Purpose of the Lease," all as per the decisions of the Israel Land
Council or the decisions of the Lessor, and as it shall undertake from
time to time as the case may be.
AND WHEREAS the definitions of the terms in this Contract shall be those
stated hereunder in these recitals, unless the context of the matters
requires another meaning pursuant to the Contract:
"The Lot": the lot described in the diagram attached herewith and
constituting an integral part of this Contract, and whose particulars are
as follows:
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# The location: Mivtsa Area: about 13,336 square meters
# Registered block: 2775 Parcels: 25 (in part)
# Lot(s): no: 212 according to detailed plan no. D/589E
"The Transaction Approval Date": the date that the transaction that is the
subject of this Contract was approved by the Lessor's management.
# "The Period of the Lease": 49 years, commencing on the Transaction Approval
Date; i.e., from March 1,1963 until February 29, 2012.
# "Additional Lease Period": 49 years commencing as of the expiry of the
Period of the Lease.
# "Purpose of the Lease": industrial factory and workshop.
# "Structure Capacity": 35 percent per floor, on 3 floors, for a total of 105
percent, constituting ___ rooms/units and totalling 14003.0 square meters
of built-up construction.
"Lease Payment":
# Annual Lease Payment for the entire Period of the Lease, which is to be
paid to the Lessor in advance, being capitalized, as is customary with the
Lessor (hereinafter - "Capitalized Lease Payment").
# The capitalized easement fee deposited with the Lessor prior to its signing
of this Lease Contract, if deposited, shall be deemed as payment of the
Capitalized Lease Payment.
# "The Base Value of the Lot": ILS 6.00 (six New Israeli Shekels) as on the
aforesaid Transaction Approval Date.
"The Base Index": the last Consumer Price Index known on the aforesaid
Transaction Approval Date.
# "The Designated Zoning": Industry and workshop
AND WHEREAS if the Lessee is more than one person or corporation, the
obligations of the persons or the corporations constituting the Lessee
shall be jointly and severally, as if their rights pursuant to this
Contract shall be solely joint rights;
AND WHEREAS in addition to the conditions of the Lease Contract hereunder,
the following special conditions shall apply:
# The company is aware that the Ashgur Golmer companies undertake to execute
the redivision plan and the registration thereof within one year of the
Transaction Approval Date, and the Lessee shall not come back to the
Administration with any claim or demand in this regard.
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The Israel Land Administration shall not enable rights in the Lot to be
transferred in the future, unless the parcelization and the leasehold title
were registered at the Lands Registry Office.
Therefore, this Lease Contract was drawn up and signed according to that
stated in these recitals and according to the conditions of the Lease
Contract hereunder:
Signature of the parties The Administration The Lessee
Initials: [stamps and signatures]
Israel Lands Administration ▇▇▇▇▇ Industrial Structures Ltd.
Jerusalem District Private company no. ▇▇-▇▇▇▇▇▇-▇
▇▇▇▇ ▇▇▇▇▇▇▇
Division Head
Agricultural Transactions
Israel Land Administration - Jerusalem District
[Stamp and signature on every page]
▇▇▇▇▇ Industrial Structures Ltd.
Private company number ▇▇-▇▇▇▇▇▇-▇
[Stamps on first page]
I confirm true copy/photocopy
of the original presented to me
Date 23/6/03
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [and signature]
License no. ▇▇▇▇
▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇-▇▇▇▇▇▇▇
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THE LEASE CONDITIONS
1. THE RECITALS AND DOCUMENTS ATTACHED TO THE CONTRACT:
The recitals and documents attached to the Contract constitute an
integral part thereof.
2. UNDERTAKING TO LET AND TO LEASE
The Lessor hereby undertakes to let to the Lessee and the Lessee
hereby undertakes to lease from the Lessor the Leasehold.
The parties agree that until the leasehold title is registered at the
Lands Registry Office, the Lessor has delivered an Easement in the
Leasehold to the Lessee, and all provisions of this Contract
pertaining to the lease and the conditions thereof shall apply,
mutatis mutandis, as the case may be, to the aforesaid Easement, and
an Easement Fee shall be paid at the rate of the Lease Payment
specified hereunder.
3. THE PERIOD OF THE LEASE
The Period of the Lease is as stated in the recitals to the Contract.
4. PURPOSE OF THE LEASE AND ZONING DESIGNATION
The Leasehold is being let to the Lessee solely for the purpose and
zoning designation stated in the recitals to the Contract. The Lessee
is prohibited from making use of the Leasehold or any portion thereof
for any other purpose or other zoning designation without receiving
the express prior written consent of the Lessor thereto.
5. STRUCTURE CAPACITY
The permitted Structure Capacity pursuant to this Contract is as
specified in the recitals to the Contract.
6. RECEIVING OCCUPANCY OF THE LEASEHOLD
The Lessee acknowledges that it received occupancy of the Leasehold on
the date and under the conditions specified in this regard in the
recitals to the Contract.
7. LEASE PAYMENT
The Lessee undertakes to pay a Lease Payment to the Lessor in
accordance with the provisions specified in this regard in the
recitals to the Contract. The Lessee further undertakes to pay the
additional charges to the Lessor that are specified in the recitals to
the Contract, if additional charges were specified in the recitals.
8. RE-APPRAISAL
(A) Subject to that stated hereunder in subclause (B), the Lessor
shall be allowed to demand an Annual Lease Payment according to a
re-appraisal of the Lot by the government appraiser, and this
without taking into account the appreciation of the Lot as a
result of the development thereof by the Lessee, or at its
expense, in each of the instances specified hereunder:-
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(1) when the Lessee shall request the Lessor's consent to
transfer its rights pursuant to this Contract as stated in
clause 14 hereunder;
(2) if the Lessor shall agree to the Lessee's request to perform
any of the changes as stated in clause 9 hereunder.
(B) If, prior to the date that the Lessor gave its consent to any of
the requests referred to in subclause (A) above, the Lessee paid
a Capitalized Lease Payment, as defined in the recitals to the
Contract, then the Annual Lease Payment shall not be increased as
stated in this clause.
(C) In any instance whereby the Lessor shall demand to increase the
Annual Lease Payment as stated above, the Lessor shall so notify
the Lessee by registered mail. The Lessee shall be permitted to
appeal it within 30 days of the Lessor's notice to the government
appraiser, and his decision shall be final.
(D) The Lessor shall pay the increased Annual Lease Payment to the
Lessor based on the re-appraisal as of the date of the Lessor's
aforesaid consent, and this, within 15 days of the date of the
Lessor's notice of the increased Annual Lease Payment as stated.
The provisions regarding the Annual Lease Payment specified in
the recitals to the Contract shall apply mutatis mutandis.
9. CHANGE IN ZONING DESIGNATION, CHANGE IN STRUCTURE CAPACITY, ADDITIONAL
CONSTRUCTION, SPLITTING
(A) The Lessee undertakes to request the prior written consent of the
Lessor should it wish to perform any of the following changes:
(1) a change in the zoning designation or implementation of the
Lot's changed zoning designation from that defined in the
recitals to another designation;
(2) increase of the Structure Capacity stated in the recitals or
additional construction beyond the Structure Capacity stated
in the recitals, including additional construction on the
Lot or a change in structures or additions erected on them
or in the additional structures erected on the Lot or an
addition thereto;
(3) redivision of the Lot into a number of lots so that each one
of them shall be an independent lot utilizable individually,
The Lessee shall attach plans and documents to its
application that pertain to the change it requested.
(B) The Lessee shall not perform the change it requested before
receiving the Lessor's prior written consent thereto, and shall
not request approval for the change from the competent
authorities before receiving the Lessor's consent thereto. If the
Lessee received the Lessor's consent, the Lessee shall not
perform the change until receiving approval from the competent
planning authorities.
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(C) The Lessor shall be allowed to refuse to give its consent to the
change requested by the Lessee, or to stipulate that the granting
of its consent is conditional upon a monetary payment, in respect
of the change that will occur in the value of the Lot as a result
of the execution of the aforesaid change, as shall be determined
by the government appraiser or as shall be customary at that time
for the Lessor, and at other terms that shall be customary for
the Lessor.
10. REGISTRATION OF THE LEASEHOLD
(A) Registration of the leasehold title under the name of the Lessee
in accordance with the conditions of this Contract, and all
actions required for this purpose, shall be done by the Lessee
and at its own expense.
The Lessor shall sign the documents required, to the extent
needed, for the purpose of registering the leasehold title as
stated, however, this being on the condition that the Lessee
fulfilled the conditions of this Contract and subject thereto.
(B) The Lessee shall prepare, inter alia, the documents and maps
required for the purpose of the said registration, including for
the purpose of the registration and/or the renewal of the
registration of the Lot, redivision, separation, surveying
expenses and the parcelization maps, as well as the files at the
Lands Registration Office, and shall bear all payments and
expenses relating to the registration as stated, including fees
and stamp tax, without exception.
(C) The Lessee undertakes to prepare and to conclude all the actions
required for the sake of registering the Leasehold as a
condominium structure (or condominium structures), pursuant to
the Real Estate Law, 5729 - 1969, to the extent that these
actions were not completed during the period preceding the
signing of this Contract, and to perform for this purpose, at its
expense, any action that shall be required, including the
preparation of schematics, registration orders, regulations,
etc., to the extent required.
The Administration shall be allowed to notify the Lessee, in
advance and in writing, that the Administration intends to
perform the said actions itself, in whole or in part and at the
Lessee's expense, and the Lessee undertakes to pay the
Administration for any expense that the Administration shall
incur for the purpose of performing the said actions, according
to an invoice that shall be submitted to the Lessee, within 30
days of the invoice submission date.
(D) The Lessee undertakes to furnish the Lessor with confirmations of
the payment of all taxes, municipal taxes, levies, fees and the
compulsory payments applicable to the Leasehold, as well as every
document that shall be needed for the purpose of registering the
leasehold title as stated.
(E) If the Lessee, notwithstanding that stated above, and
notwithstanding the Lessor's demand, shall not register the
leasehold title, the Lessor may perform all the registration
actions stated above at the Lessee's expense, and the
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Lessee undertakes to pay the Lessor all its expenses within 30
days of the date of its demand according to an invoice that shall
be submitted to the Lessee.
11. CHANGE IN THE BOUNDARIES OF THE LOT AND FINAL DETERMINATION OF THE
AREA THEREOF
(A) The Lessee declares and acknowledges that the area and boundaries
of the Lot are not final, and that changes may occur therein as a
result of changes in planning pursuant to the Structure and
Planning Law, 5725 - 1965, land settlements, etc.
(B) The Lessee declares and acknowledges that, following surveying
for registration purposes, it might become clear that the area of
the Lot is smaller or larger than the area used to calculate the
Base Value of the Lot.
(C) In the event that, as a result of changes as stated in the above
subclause (A), the area of the Lot shall be increased or
decreased and/or its boundaries shall change, and in the event
that it shall become clear, as stated above in subclause (B),
that the area of the Lot is smaller or larger than the area used
to calculate the Base Value of the Lot, the Lessee undertakes:
(1) to agree to any change in the boundaries and/or in the area
of the Lot as shall arise due to the changes mentioned in
the above subclause (A);
(2) to agree to any determination regarding the size of the Lot,
as shall be determined following surveying for registration
purposes, as mentioned above in subclause (B);
(3) to view the Lot at its new boundaries and new area as the
subject of the Lease and to accept the occupancy thereof.
(D) If, as a result of changes as stated in subclause (A) and/or (B)
above, the value of the Lot shall change, the Lease Payment shall
be revised according to the final area as per the appraisal of
the government appraiser as on the date of his determination of
the Base Value of the Lot, and each party undertakes to pay to
the other party only the differentials that shall derive from the
aforesaid revision, plus linkage differentials from the date of
his determination of the Base Value of the Lot until the actual
payment of the aforesaid differentials.
12. USE OF THE LEASEHOLD AND THE LESSEE'S RESPONSIBILITY
The Lessee undertakes to maintain the Leasehold in good and functional
condition as an owner who takes care of his property would, and to
effect all repairs necessary in order to maintain it in the same
condition, at its own expense.
Throughout the entire Period of the Lease, the Lessee shall be solely
responsible for the fulfillment of the provisions of any law in
connection with the maintenance and use of the Leasehold and in
connection with construction on the Lot, and for the fulfillment of
every obligation pursuant to any law, which applies or shall apply to
the Lessor with regard to the Leasehold - all at the Lessee's own
expense and without any right to demand reimbursement of its expenses
from the Lessor.
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The Lessee shall be solely liable vis-a-vis the Lessor, and vis-a-vis
any third party, for any damage that might be caused to the person or
property of any person (including the Lessee), as well as for
compensation that might be imposed due to or as a result of actions
and/or omissions in the Leasehold, or in connection with the occupancy
thereof and the use therein, and no liability whatsoever in relation
thereto shall apply to the Lessor.
13. TAXES AND COMPULSORY PAYMENTS
Commencing as of the inception of the Period of the Lease or as of the
date that occupancy of the Leasehold is received - whichever is
earlier - the Lessee alone shall bear all taxes, municipal taxes,
loans and compulsory payments of various kinds, municipal and
governmental, including a betterment fee, which are applicable to
owners and/or occupants in connection with the Leasehold, as well as
all fees and development expenses of every kind whatsoever - which are
applicable or shall be applicable to the Leasehold - including the
expenses pertaining to connecting electricity, water and sewage fees,
water supply arrangements, installation of sewage facilities,
channeling, paving of roads and sidewalks, sanitation installations
and operations, etc.
The Lessee undertakes to pay value added tax as required by law, which
is applicable to each of the payments applicable to the Lessee
pursuant to this Contract, in accordance with the rate of the value
added tax on the payment date.
14. TRANSFER OF RIGHTS
(A) TRANSFER OF RIGHTS REQUIRING CONSENT
The Lessee is not permitted to transfer rights in this Contract
except with the prior written consent of the Lessor.
In this clause -
"Transfer of Rights" - any one of these, this, whether for a
remuneration or for no remuneration, in whole or in part, and in
any form whatsoever:
(1) granting of the rights in this Contract, the transfer
thereof, endorsement thereof or relinquishment thereof;
(2) leasing of the Leasehold by sublease or leasing of the
Leasehold at any level whatsoever, letting of the Leasehold
by subrental or letting of the Leasehold or rental thereof
at any any level whatsoever - all for a period of time that
requires the registration of the rental by law in the
register being kept pursuant to the law, including rental in
a manner causing the rental to be protected pursuant to the
Tenants' Protection Law (Consolidated Version), 5732 - 1972
or any other law that shall replace it (hereinafter -
"Sublease");
(3) handing over of occupancy or use of the Leasehold for the
period of time stated above in clause (2) (hereinafter -
"Handing Over of Occupancy");
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(4) regarding a Lessee being an association - any action in the
association, in the Lessee, which results in the transfer or
allotment of at least 10% of the nominal value of the
paid-up share capital or the issued share capital of the
Lessee - whichever is lower (hereinafter - "Equity Rights"),
or 10% of the voting power in the Lessee (hereinafter -
"Voting Rights"), or 10% of the right to appoint directors
of the Lessee (hereinafter - "Appointment Rights").
Actions in the Lessee's association, when in each of the
actions, less than 10% of the aforesaid rights are
transferred, and which were effected within a period of two
years, shall be deemed, for the purposes of this clause, as
if they had been done all at the same time on the date of
the last action in the association. In this clause 14 -
"Association" - as this term is defined in the Land
Betterment Tax Law, 5723 - 1963
(hereinafter - "Betterment Tax Law") as it
shall be from time to time, including a
nonregistered association and a
nonregistered partnership.
"Action in the - as this term is defined in the Betterment
Association" Tax Law, as it is from time to time,
including an action in an association
holding a right in the Lessee's
Association, inclusive of any change in a
partnership - whether registered or
nonregistered - which transpires as the
result of a person joining or of a person
leaving it, or any change in an Association
whose capital is not in shares, which
occurs as the result of a joining or
leaving as stated, inclusive of any change
in the relative shares of a partner in the
capital of the partnership or in the
capital of an Association as stated.
"Right in the - as defined in the Betterment Tax Law, as
Association" it is from time to time.
"Occupant,"
"Occupancy" As the definition of "Occupancy" in the
Securities Law, 5728 - 1968, as it is from
time to time, and the terms under the
definition of "Occupancy" in the aforesaid
law shall be interpreted according to the
definition thereof from time to time in the
said law.
(5) Pledge and/or lien of the leasehold and/or the rights in
this contract; The Lessor shall not give its consent to the
aforesaid pledge or lien, unless the Lessee and the
pledgeholder or lienholder shall undertake towards the
Lessor, prior to giving consent, that in any instance of
exercise of the pledge or the mortgage or the lien, or as a
result of the execution of a judgment or other document
handed down for performance
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as a judgment or as a result of selling by the execution
office or by any other authority by law - a Consent Fee
shall be paid to the Lessor, which is due in accordance with
this Contract, however, the Lessor's consent to the
aforesaid pledge or lien per se shall not be contingent upon
a monetary payment.
A Transfer of Rights as aforesaid without the Lessor's
consent and without paying a Consent Fee as stated above
shall be deemed a fundamental breach of the Contract and the
Lessor shall be permitted to terminate it on the grounds of
this breach of Contract.
(6) any other action not mentioned above, by virtue whereof a
Transfer of Rights in this Contract is in effect executed -
for a remuneration or for no remuneration, in whole or in
part and in any form whatsoever.
(B) CONDITIONS FOR CONSENT
(1) The Lessor is permitted to make the granting of its consent
to a Transfer of Rights in this Contract contingent upon the
conditions hereunder, this, in addition to all other
conditions upon which the Lessor may - pursuant to this
Contract, pursuant to the decisions of the Israel Lands
Council or pursuant to any law - make its consent contingent
in this regard:
(a) The Lessee fulfilled all conditions in this Lease
Contract.
(b) The Lessee and the transferee shall sign documents and
furnish all documents that shall be requested by the
Lessor in connection with the transfer and shall
fulfill every condition prescribed pursuant to this
Contract on the matter of consenting, including an
undertaking by the transferee to fulfill all conditions
specified in this Lease Contract.
(2) If the Lessee received an exemption or discount, whether
partial or full, from payment of the Lease Payment, or if
the Lessee paid a reduced Lease Payment, and all or any of
these were qualified by the fulfillment of conditions
prescribed for this purpose, the Lessor's consent to the
Transfer of Rights shall be contingent upon the fulfillment
of the conditions prescribed for the granting of the said
exemption or the discount or the reduced payment and upon
the fulfillment of all that derives therefrom.
(3) The Lessor's consent to a Sublease or to Handing over of
Occupancy - if such consent shall be given - shall not
release the Lessee and shall not exempt it from any
obligation whatsoever that is applicable to it pursuant to
this Contract, and the Lessee and the recipient of the
aforesaid rights shall be liable, jointly and severally, for
the fulfillment of all obligations of the Lessee pursuant to
this Contract.
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(4) The Lessor is permitted to require from the Lessee and from
the proposed recipient of the rights (hereinafter - "the
Recipient") details and declarations about all these:
(a) What rights are being transferred and on what date do
the Lessee and the Recipient want to execute the
aforesaid Transfer of Rights.
(b) The name, address and I.D. number of the Recipient.
(c) If the Recipient is a corporation -
(1) its name, address, number at the Registrar of
Companies, the names of the shareholders and the
ratio of the share capital and the voting power
and the appointment rights that are held by each
of them, and the names of the directors;
(2) details, as stated in clause (b) above about each
of the shareholders and directors in the
corporation;
(3) if a shareholder or director in the Recipient's
corporation is a corporation - details about this
corporation as stated in this clause (c) above,
and details about each of the shareholders and
directors in this corporation, as stated in clause
(b) above.
(d) the amount that the Recipient shall pay to the Lessee
for the rights.
The Lessor is permitted to request additional information and
documents regarding the Recipient from the Lessee and the
Recipient.
(C) REFUSING CONSENT IN CERTAIN INSTANCES
The Lessor is permitted not to agree at all to a Transfer of
Rights to whomever is a foreign citizen, as this term is defined
in clause 19(A)(3) hereunder, or to any party that does not
fulfill a fundamental precondition stipulated in the recitals to
this Contract.
(D) CONSENT FEE
Without derogating from all that stated in this clause 14, and
subject to that stated hereunder in subclause (E), the Lessor may
make the granting of its consent to a Transfer of Rights
conditional upon the payment of a Consent Fee. As long as there
shall not be another decision by the Israel Lands Council, these
provisions shall apply in this regard:
8
ISRAEL LANDS ADMINISTRATION
(1) In the instances specified in subclause (A)(1), (A)(5) and
(A)(6) above, the Consent Fee shall be at the rate of one
third of the difference between the value of the Lot when
the Lessor consented to the Transfer of Rights and its value
when the Lessee purchased the leasehold title, the condition
thereof upon receiving the Lot, without taking into account
the development work and expenses performed in respect
thereof, according to the appraisal of the government
appraiser (hereinafter - "Consent Fee"), and deducting a
proportionate amount from the value of the Lot as specified
in the recitals to the Contract.
(2) In the instances specified in subclause (A)(4) above, the
Consent Fee shall be calculated according to that stated in
clause (1) above, and the amount that shall be paid shall be
determined according to the ratio between the rights in the
Equity and/or the Voting Rights and/or the Appointment
Rights being transferred, to all rights of the same class in
the Lessee's Association, however, in the event of transfer
of the control, the Consent Fee shall be paid in full.
In this clause, "control": holding, whether directly or
indirectly, by a person or association, of 50% or more of
the nominal value of the paid-up share capital or the issued
shared capital of the Lessee, whichever is lower, or in half
or more of the Voting Power in the Lessee, or in the Right
to Appoint half or more of the Lessee's directors.
(3) In the instances specified in subclause (A)(2) and (A)(3)
above, the Consent Fee shall be at the rate that shall be
determined in these cases from time to time by the Lessor.
(E) TRANSFER OF RIGHTS WITHOUT A CONSENT FEE
The Lessor shall not make its consent to a Transfer of Rights
conditional upon a monetary payment if the Lessee had paid to the
Lessor, prior to the date consent was given, a Capitalized Lease
Payment, as this term is defined in the recitals, and all the
other payments that the Lessee was obligated to pay to the Lessor
pursuant to this Contract and pursuant to any law, and had paid
all taxes, municipal taxes, levies and all other payments that
the Lessee was obligated to pay pursuant to this Contract and
pursuant to any law in respect of the period until the date
consent was given.
(F) PURCHASE OF RIGHTS BY THE LESSOR
If the Lessee asks to Transfer Rights defined in subclause
(A)(1), (A)(5) or (A)(6) above, the Lessor shall be permitted,
but not obligated, within thirty days of the date of receipt of
the details as stated in subclause (B)(4) above - and if the
Lessor requested additional information and documents as stated
above, within thirty days of the date of its request - to send
notice by registered mail to the Lessee that the Lessor intends
to retake possession of the Leasehold and all rights in the
Leasehold, and that it agrees to pay to the Lessee the amount
proposed to it by the Recipient. If the Lessor so notified,
9
ISRAEL LANDS ADMINISTRATION
the Lessee shall not be allowed to transfer its rights in the
Leasehold except to the Lessor.
The Lessor shall not exercise its right to retake possession of
the Leasehold as stated in this subclause above in cases whereby
the Recipient is a spouse, offspring, parent, sibling or heir of
the Lessee.
The Lessor is permitted to register a caveat on the aforesaid
right at the Lands Registry Office.
(G) FUNDAMENTAL BREACH
A breach of any of the provisions of this clause 14 shall be
deemed a fundamental breach of this Contract, and the Lessor
shall be permitted to terminate it due to this breach.
15. NATURAL TREASURES, ANTIQUITIES, MATERIALS AND TREES
The Lessee hereby declares and acknowledges that all natural
treasures, such as: oil, gas, water springs, coal and metal quarries,
marble and stone quarries, sand and gravel, and all other quarries of
all types, as well as antiquities and sites of antiquities, materials
and trees that shall be found on the land of the Leasehold are the
property of the Lessor and/or of the State, and that they are not
included in the Leasehold, and that the Lease Conditions pursuant to
this Contract do not apply thereto. The Lessee must enable the Lessor
to remove or to utilize in any other way the natural treasures, the
antiquities, the materials and trees stated above in accordance with
the mandatory laws and on the basis of this Contract.
The Lessee shall not perform excavations on the Lot beyond the degree
required to carry out the Purpose of the Lease.
The Lessee is prohibited from selling materials or trees that it
removed from the Lot, since they are the property of the Lessor and/or
of the State, unless the Lessee received the Lessor's written consent
thereto, and the Lessor may make its consent conditional upon payment
for the materials or the trees.
16. OBSERVING THE SABBATH AND JEWISH RELIGIOUS HOLIDAYS
The Lessee and all those acting on its behalf are required to refrain
from all workshop and construction work on the Leasehold on the
Sabbath day and on Jewish religious holidays.
In this clause -
"Workshop" - The running of a business and any manual labor
being performed regularly by the Lessee or other
party for remuneration and openly in public.
"Construction" - Any work pertaining to construction being carried
out by the Lessee or other party for remuneration
and openly in public.
10
ISRAEL LANDS ADMINISTRATION
The prohibition in this clause shall not apply in any instance wherein
the Lessee has been authorized to perform workshop and construction
work by a competent authority pursuant to any law, and for as long as
the authorization is valid.
17. TRANSFER OF THE CONTRACT RIGHTS BY THE LESSOR
The Lessor may transfer its rights pursuant to this Contract, without
receiving the Lessee's consent thereto, and the Lessee undertakes, in
the event of such transfer, to fulfill all of its obligations pursuant
to this Contract vis-a-vis the Recipient of the transfer.
18. RIGHT OF ENTRY INTO THE LEASEHOLD
In addition to that prescribed in any law, the Lessor, or any person
on its behalf or with its permission, has permission to enter the
Leasehold at any reasonable time for the purpose of inspecting the use
of the Leasehold pursuant to the provisions of this Contract, and for
the purpose of laying pipes for water, channeling, for sewage and for
gas, for erecting telephone or electricity poles, and for passing
electrical lines or telephone lines through the Leasehold, inside it
or above it, and/or for other purposes, etc.
The Lessee shall enable the Lessor, and any other person on its behalf
or with its permission, to enter the Leasehold and perform the
inspections and the work as stated above. The Lessor undertakes to
compensate the Lessee for any damage that might be caused to the
Leasehold due to performance of the aforesaid inspections or the work.
19. REMEDIES FOR BREACH OF CONTRACT
Without derogating from the right to other remedies, pursuant to any
law and pursuant to this Contract, in respect of a breach of the
Contract, the parties hereby agree that any one of the breaches
specified in subclause (A) below shall be deemed a fundamental breach
of the Contract, in respect whereof the Lessor may terminate the
Contract by written notice thereof by registered letter:
(A) (1) Breach of any of the conditions specified in clauses 9 and
14.
(2) If the Lessee shall change or cause a change in the Purpose
of the Lease or in the Zone Designation, or shall make any
use of the Leasehold that is inconsistent therewith without
the prior written consent of the Lessor.
(3) If the Lessee, or a party for whom the Lessee is acting, is
a foreign citizen.
In this clause, "Foreign Citizen" - is a person who is not
one of these:
(a) a citizen of Israel;
(b) an immigrant pursuant to the Law of Return, 5710 -
1950, who did not furnish a declaration pursuant to
section 2 of the Citizenship Law, 5712 - 1952;
11
ISRAEL LANDS ADMINISTRATION
(c) a person entitled to an immigrant permit or to an
immigrant certificate pursuant to the Law of Return,
5710 - 1950, who received instead a visa and license
for temporary residence as a potential immigrant by
virtue of the Entry into Israel Law, 5712 - 1952.
(d) a corporation controlled by an individual who is one of
those referred to in clauses (a) - (c) above or by more
than one individual as stated.
In this clause, "Control" - holding, whether directly or
indirectly, by one individual or corporation or by more than
one individual or by more than one corporation - of 50% or
more of the nominal value of the issued share capital of the
corporation or of half or more of the voting power in the
corporation or of the right to appoint, whether directly or
indirectly, half or more of the directors of the
corporation.
Clause (3) above shall not apply if the Lessee received for this
purpose the prior written approval from the chairman of the
Israel Lands Council.
(4) If any of the fundamental preconditions in the recitals to
this Contract were breached.
(B) Upon termination of the Contract by the Lessor, the Lessee shall
be obligated:
(1) To evacuate the Leasehold immediately.
(2) To return it immediately to the Lessor, being free of any
object and person, and free of any lien or attachment or
third-party right.
(3) To take all actions immediately that are required to cancel
the registration of the leasehold title, which was
registered pursuant to clause 10, including payment of all
fees, taxes and other expenses without exception that are
involved therein, and to sign a notarized irrevocable power
of attorney under the name of the Lessor, to ensure
fulfillment of this obligation, at the time this Contract is
signed, or at any other time, all according to the decision
of the Lessor and at its first demand.
Should the Lessee not perform all that was imposed on it
pursuant to this clause, the Lessor may perform all the said
actions itself at the expense of the Lessee and to collect
from it all expenses paid by the Lessor, plus interest and
linkage as stated hereunder in clause 22, as of the date
they were incurred and until the date of the actual payment
thereof.
(4) To pay the Lessor for all damages and losses that were
caused or that might be caused to the Lessor due to the
breach of the Contract and termination of the Contract
(including damage and loss resulting from leasing of the
property to another party), this without derogating from
that stated hereunder in clause 20.
12
ISRAEL LANDS ADMINISTRATION
(C) (1) In the event of termination of the Contract by the Lessor,
except in the event of termination in respect of the breach
stated in clause (A)(3) above, and after the Lessee
performed all that was imposed on it pursuant to the
provisions of subclause (B) above, the Lessor shall offer
the Leasehold by tender and shall pay amounts to the Lessee
for the relative portion of the Lessee's rights in the Lot
and for the Fixtures, as shall be determined by the
government appraiser (hereinafter - "Refund Amounts").
However, if, pursuant to the tender, amounts were received
that were less than the Refund Amounts, the Lessor shall pay
the Lessee only the amounts received in the tender.
(2) If the Lessor did not offer the Leasehold in a tender as
stated above within three months of the date on which the
Lessee fulfills all that was imposed on it pursuant to the
provisions of subclause (B) above, the Lessor shall pay the
Refund Amounts to the Lessee at the end of the aforesaid
three months.
(3) The Refund Amounts shall be paid after deducting all amounts
due to the Lessor from the Lessee pursuant to this Contract,
and after deducting the amount equivalent to the Consent Fee
that the Lessee would have been required to pay to the
Lessor pursuant to clause 14 had the Lessee's rights been
transferred to another party with the Lessor's consent.
(4) If the Leasehold was offered in a tender and no offers were
received pursuant to the conditions of the tender, the
Lessor shall offer the Leasehold in a repeat tender within
four months of the deadline for accepting offers pursuant to
the previous tender, and so forth until offers shall be
received pursuant to the conditions of the tender.
(D) Without derogating from that stated above, if the Lessee shall
breach any of the provisions of clause 9 above, the Lessor may
take one of the following actions, at its sole discretion:
(1) To cause cancellation of the change that was made by the
Lessee without the Lessor's consent and/or to demolish all
that was constructed on the Lot without receiving the
Lessor's consent, and this, immediately after the Lessor
learned of the breach, and without the Lessor being
obligated to receive the Lessee's consent thereto. The
Lessor shall not be obligated to remove the wreckage from
the Leasehold.
(2) To charge the Lessee for the payment of an easement fee, as
shall be customary in this regard at the Lessor and/or for
full monetary payment in respect of the change that shall
occur in the value of the Lot as a result of the execution
of any of the changes that were performed by the Lessee,
this, as shall be determined by the government appraiser.
(E) The provisions of subclauses (B) and (C) of this clause shall
also apply, mutatis mutandis, to conclusion of the Contract at
the end of the Period of the Lease or at the end of the
Additional Lease Period, as the case may be, if the
13
ISRAEL LANDS ADMINISTRATION
Period of the Lease or the Additional Lease Period shall not be
extended once again.
20. AGREED COMPENSATION
(A) In the event of termination of the Contract, the Lessor shall be
permitted to deduct from the amounts that it is required to pay
to the Lessee following the termination, agreed compensation at
the rate of 15% of the Base Value of the Lot, as this term is
defined in the recitals, plus linkage differentials between the
Base Index and the last Consumer Price Index that shall be known
on the date of the deduction (hereinafter - "the Agreed
Compensation").
(B) Notwithstanding that stated in subclause (A) above, in the event
of termination of the Contract in respect of the breach specified
in clause 19(A)(3), the Lessor shall appropriate all amounts paid
by the Lessor defined in clause 19(A)(3). Furthermore, the
provisions of subclause 19(C) above shall not apply in respect to
it - all as Agreed Compensation for this case.
A lessee as stated shall be permitted - on the precondition that
it fulfilled all that stated in subclause 19(B) above - to refer
to a committee that shall be appointed in this regard by the
Israel Lands Council, and the committee shall be permitted, if it
is convinced that that lessee had acted with bona fides, to
reduce the amounts to be appropriated to the amount of the Agreed
Compensation pursuant to subclause (A) above only, and/or to
decide which amounts shall be returned to that lessee pursuant to
subclause 19(C) above. The decision of the committee shall be
final.
The provisions of this subclause shall also apply even if other
provisions in any law shall be prescribed in this regard.
(C) If the Agreed Compensation exceeds the amount that the Lessor is
required to pay to the Lessee pursuant to subclause (A) or (B)
above, the Lessee shall pay the balance to the Lessor shortly
after the termination of the Contract.
21. EXTENSION OF THE LEASE
(A) Subject to that stated in subclauses (B) - (D) hereunder, the
Lessee is entitled to extend the Lease for an Additional Lease
Period, provided that it shall notify the Lessor, within the last
twelve months of the end of the Period of the Lease, of its
desire to extend it. The Lease Conditions during the Additional
Lease Period shall be as is customary at that time for
real-estate leasing of the leasehold type by the Lessor in the
vicinity of the Leasehold and for the Purpose of this Leasehold,
and taking into account that the Lessee paid for construction of
the structures.
(B) The Period of the Lease shall be extended only for one Additional
Lease Period, and the Lessor shall not be obligated to further
extend the Additional Lease Period, and if this Lease Contract is
for an Additional Lease Period -
14
ISRAEL LANDS ADMINISTRATION
then the Lessor shall not be obligated to further extend the
Period of the Lease in this Contract.
(C) In every instance whereby the Zone Designation of the land on
which the Leasehold is built shall change during the Period of
the Lease, the Lessor shall not be obligated to extend the Period
of the Lease.
(D) The Period of the Lease shall be extended on the condition that
all these conditions shall be fulfilled:
(1) The Lessee fulfilled all the conditions of this Lease
Contract.
(2) The Lessee shall sign a new Lease Contract, by no later than
the end of the Period of the Lease, which shall include the
additional Lease Conditions as stated above.
22. GENERAL CONDITIONS
(A) The Tenants' Protection Law (Consolidated Version), 5732 - 1972
and any other law that might replace it or be added thereto,
shall not apply to this Contract, and it is hereby declared that
the Lessee did not pay key money to the Lessor in respect of this
Contract in any form whatsoever, and that the payments pursuant
to this contract, as well as the Lessee's investments in the Lot,
shall not be deemed as payment of key money.
(B) No waiver, discount, receipt of any payment, refraining from
action, suspension or granting of an extension by any party,
shall be deemed as a waiver of that party's rights, and shall not
serve as a cause for a lawsuit, unless that party waived its
rights explicitly and in writing.
(C) Amendments, corrections, addenda, deletions, waivers or
extensions in the conditions of the Contract (hereinafter -
"Amendments"), and any discounts from the Lessor shall not be
valid unless drawn up in writing and signed by the Lessor with
its signature and stamp.
Amendments and erasures in the body of the Contract and in the
body of any of the documents attached thereto or that shall be
signed pursuant thereto shall not be valid unless both parties
signed alongside them with a full signature, and the Lessor
signed with signature and stamp.
(D) The Lessee undertakes to pay linkage differentials and interest
to the Lessor as is customary at the Lessor on the payment due
date for an arrears in payment of any amount that the Lessee owes
to the Lessor pursuant to this Contract, this as of the payment
due date pursuant to this Contract and until the actual clearance
thereof, and, without prejudicing the Lessor's rights in
accordance with the conditions of this Contract and any law.
In the event of an arrears as stated, every payment on account of
the debt shall be considered in the following order:- collection
expenses, the interest, linkage differentials, principal.
15
ISRAEL LANDS ADMINISTRATION
(E) The Lessee undertakes to indemnify the Lessor for any amount that
the Lessor shall be required to pay to any person as compensation
for damage, when the liability in respect thereof applies to the
Lessee, pursuant to the provisions of this Contract and/or by any
law.
(F) Amounts that the parties owe to each other may be offset.
If either party paid an amount that the other party is obligated
to pay pursuant to this Contract, the other party shall repay it
the said amount within 14 days of the date of the request by the
party that paid, as stated.
(G) All expenses pertaining to the drawing up of this Contract and to
registration of the Leasehold pursuant thereto at the Land
Registry Office, including expenses of stamp tax and value added
tax in respect of this Contract, shall apply solely to the
Lessee.
(H) The clause headings of this Contract are for the sake of
convenience only and shall not be used in the interpretation of
the Contract.
(I) The addresses of the parties are as specified at the beginning of
the Contract.
Notice that shall be sent in accordance with this Contract by
registered mail according to one of the above addresses shall be
deemed to have been duly received five days after the date of the
dispatch thereof.
In witness whereof the parties have hereunto signed:
THE LESSOR: THE LESSEE: [stamped]
1. Name 1. Name ▇▇▇▇▇ Industrial Structures Ltd.
-----------------------------
Job title I.D. no. private co. no. ▇▇-▇▇▇▇▇▇-▇
------------------------
Signature Signature [signature]
------------------------
2. Name 2. Name
----------------------------- -------------------------------
Job title I.D. no.
------------------------ ---------------------------
Signature Signature
------------------------ ------------------------
[stamps and signature]:
Israel Land Administration ▇▇▇▇ ▇▇▇▇▇▇▇
Jerusalem District Branch Head, Agricultural Transactions
[Elliptical Stamp]
Israel Lands Administration
Jerusalem District
16
ISRAEL LANDS ADMINISTRATION
CONFIRMATION:
I, the undersigned, hereby confirm that I identified the aforesaid Lessee
according to the identification documents presented to me and that the
Lessee signed this Contract in my presence.
Name: ▇▇▇▇ ▇▇▇-▇▇▇▇▇▇ ▇▇▇ title Attorney Signature of the confirmer
[signature]
[stamp]
▇▇▇▇ ▇▇▇-▇▇▇▇▇▇, Advocate
License no. 21087
[stamp and signature on every page]
▇▇▇▇▇ Industrial Structures Ltd.
Private company number ▇▇-▇▇▇▇▇▇-▇
17
BLOCK 2775
Lot Part of Parcel Area in dunam Subject File
------------------------------------------------------------------------------------
200 14 13.221
201 47 11.300
202 47 14.374
204 15, 20, 21 23.305
205 21 24.568 ▇. ▇▇▇▇▇ 46974
209 25 14.677
210 25 9.071
211 25 14.064
212 25 13.336 ▇▇▇▇▇ Industrial Structures Ltd. 47648
213 25 13.813 Taavura Cement Containers Ltd. 47649
214 25 5.732
215 25 5.455 ▇▇▇▇▇ ▇▇▇▇▇ and Sons 47686
216 25 17.279 Chemovil Ltd., Mivtsa Industrial Zone 47647
217 25 8.562
218 25 6.521
219 25 15.270
220 25 4.124
221 25 4.039
222 25 4.096
223 25 8.909
224 25 3.996
225 25 2.505
226 25 3.000
227 25 4.500 Rav Kar Industries Ltd. 47650
228 25 4.808
229 25 10.338
231 25 6.979
232 25 10.342
233 25 16.577
234 25 4.366
235 25 4.089
236 25 4.021
500 15, 20, 21 41.854 [Elliptical Stamp]
501 21 32.392 Israel Lands Administration
502 21 46.754 ▇▇▇▇ ▇▇▇▇▇▇▇
503 21 20.121 Division Head
504 21 36.955 Agricultural Transactions
505 21 9.817 ▇▇▇ - Jerusalem District
506 26, 37 25.221
508 21 14.857
509 21 4.909
510 21 7.317
511 32 38.863 Ashtrum Engineering Co. Ltd. 46858
571 32 7.345
ISRAEL LANDS ADMINISTRATION
Israel Land Administration [stamp /signature]
Jerusalem District NOT FOR Israel Land Administration
Mapping & Surveying Department REGISTRATION Jerusalem District
PURPOSES ▇▇▇▇ ▇▇▇▇▇▇▇
Branch Head, Agricultural
Transactions
Israel Land Administration -
Jerusalem District
[stamp and signature]
▇▇▇▇▇ Industrial Structures Ltd.
Private company number ▇▇-▇▇▇▇▇▇-▇
19
