Exhibit 10.7
ISRAEL LANDS ADMINISTRATION
FILE NO : 10493830A
ACCOUNT NO.: 971477906
LEASE CONTRACT
(Low construction, either industrial, or commercial, or tourism)
# CAPITALIZED
Drawn up and signed in Jerusalem on the 5th day of the month of December,
year 2001
on the 5th day of the month of December in the year 2001
BETWEEN
# THE ISRAEL LANDS ADMINISTRATION, which manages the lands of the State of
Israel, THE DEVELOPMENT AUTHORITY, and KEREN KAYEMETH LE-ISRAEL - JEWISH
NATIONAL FUND (to be called hereinafter: "the Lessor"), whose address for
the purpose of this Contract is: 216 Jaffa Street, Shaarei Ha'Ir, 91361,
P.O. Box 36259, [Jerusalem] of the first part;
AND
# XXXXX 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
The recitals to the Lease Contract constitute an integral part of the Lease
Conditions, and, taken together, constitute the Lease Contract. The
aforesaid Lease Conditions were published in Yalkut Pirsumim [the Israeli
Government's Official Gazette], no. 4818, dated Nov. 4, 1999.
# WHEREAS the State of Israel/the Development Authority, are the owners of
the real estate specified hereunder in these recitals (hereinafter - "the
Lot");
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;
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ISRAEL LANDS ADMINISTRATION 2
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 is 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 Keren Kayemeth Le-Israel - Jewish National Fund (hereinafter -
"the 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
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ISRAEL LANDS ADMINISTRATION 3
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 to the agreement
between the Lessee and the (?Lessor?) or in the diagram attached
herewith, which was prepared by the Lessor and whose particulars are as
follows:
# The location: Mivtsa Area: about 36,955 square meters
# Registered block: 2775 Parcels: 21 (in part)
# Lot(s): no: 504 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 April 1,1967 until March 31, 2016.
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ISRAEL LANDS ADMINISTRATION 4
# "Additional Lease Period": 49 years commencing on the expiry date of the
Period of the Lease.
# "Purpose of the Lease": construction of a factory.
# "The Structure Capacity": ___ percent per floor, on __ floors, for a total
of ___ percent, constituting ___ rooms/units and totalling ___ square
meters of built-up construction.
"Lease Fees":
# Annual Lease Fees for the entire Period of the Lease, which are to be paid
to the Lessor in advance, being capitalized, as is customary with the
Lessor (hereinafter - "Capitalized Lease Fees").
# The capitalized easement fees deposited with the Lessor prior to its
signing of this Lease Contract, if deposited, shall be deemed as payment of
the Capitalized Lease Fees.
# "The Base Value of the Lot": ILS 3.27 (three New Israeli Shekels and 27
Agorot) as on the aforesaid Transaction Approval Date.
"The Base Index": the last Conamounter Price Index known on the aforesaid
Transaction Approval Date.
# "The Designated Zoning": agricultural zone (B).
AND WHEREAS if the Lessee is more than one person or corporation, the
obligations of the persons or the corporations comprising 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 Israel Lands Administration shall not allow rights in the Lot to be
transferred in the future, unless the parcelization and the leasehold title
were registered at the Lands Registry Office.
The Lessee is aware that construction of 1% of the Structure Capacity shall
be allowed on the Lot at issue (504).
The transaction is conditional upon the submission of tax authorizations as
is customary when transferring rights.
AND WHEREAS in addition to the conditions of the Lease Contract published
as stated above, special conditions and/or an addendum to the Lease
Contract, which are specified and attached hereunder, shall apply when
splitting a Lot.
The parties agree that the diagram, the special conditions, the addendum to
the Lease Contract as aforesaid constitute an integral part of the recitals
and Lease Conditions published as aforesaid.
In witness whereof the parties have hereunto signed:
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ISRAEL LANDS ADMINISTRATION 5
THE LESSOR: THE LESSEE: [stamped]
1. Name _____________________________ 1. Name Xxxxx Industrial Structures Ltd.
Job title ________________________ I.D. no. private co. no. 00-000000-0
Signature ________________________ Signature [signature]
2. Name _____________________________ 2. Name ________________________________
Job title ________________________ I.D. no. ____________________________
Signature ________________________ Signature ___________________________
[stamps and signature]:
Israel Lands Administration
Jerusalem District
Xxxxxxx Xxxxx
District Manager, Agricultural Contracts
Israel Land Administration - Jerusalem District
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: [Shai Xxx-Xxxxxx] Signature of the confirmer [signature]
Job title Attorney
[stamp]
Xxxx Xxx-Xxxxxx, Advocate
License No. 21087
[stamp and signature on every page]
Xxxxx Industrial Structures Ltd.
Private company number 00-000000-0
[stamps on first page]
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BLOCK 2775
Lot Part of Parcel Area in dunam Subject File
--- -------------- ------------- ------------------------------------------------ -----
200 14 13.221 Allied Investments Ltd. 48038
201 47 11.300 Vehicle Industries, B.T.R. Industrial Structures 48035
202 47 14.374 Union Motors Ltd. 48036
204 15, 20, 21 23.305 Universal Motors Israel Ltd. 47679
205 21 24.568 X. Xxxxx 46974
209 25 14.677 Kol Wood Import & Trade Co. Ltd. 47645
210 25 9.071 Fiat 49385
211 25 14.064 Fiat 49385
212 25 13.336 Xxxxx Industrial Structures Ltd. 47648
213 25 13.813 Taavura Cement Containers Ltd. 47649
214 25 5.732 Xxxxx Xxxxx 47676
215 25 5.455 Xxxxx Xxxxx and Sons 47686
216 25 17.279 Chemovil Ltd., Mivtsa Industrial Zone 47647
217 25 8.562 Chemovil Ltd. 49380
218 25 6.521 [illegible] Investments Ltd. 47646
219 25 15.270 Maoz & Co. Ltd. 47680
220 25 4.124 Maoz & Co. Ltd. 47680
221 25 4.039 Maoz & Co. Ltd. 47680
222 25 4.096 Maoz & Co. Ltd. 47680
223 25 8.909 Union Motors Ltd. 47678
224 25 3.996 Taldan Motors Ltd. 47651
225 25 2.505 Universal Trucks Ltd. 49381
226 25 3.000 Ora and Xxxxx Xxxxxxxx 47653
227 25 4.500 Rav Kar Industries Ltd. 47650
228 25 4.808 Auto Pe'er Garage Ashdod Ltd. 47652
229 25 10.358 Universal Trucks Ltd. 48040
231 25 6.979 S.C.O. Car Vehicle Marketing Ltd. 47677
232 25 10.342 Maoz & Co. Ltd. 47680
233 25 16.577 Maoz & Co. Ltd. 47680
234 25 4.366 Maoz & Co. Ltd. 47680
235 25 4.089 Maoz & Co. Ltd. 47680
236 25 4.021 Maoz & Co. Ltd. 47680
500 15, 20, 21 41.854 Allied Investments Ltd. 48038
501 21 32.392 Vehicle Industries, B.T.R. Industrial Structures 48035
502 21 46.754 Universal Motors Ltd. 49382
503 21 20.121 Union Motors Ltd. 48036
504 21 36.955 XXXXX INDUSTRIAL STRUCTURES LTD. 49383
505 21 9.817 Universal Trucks Ltd. 48040
506 26, 37 25.221 S.C.O. Car Vehicle Marketing Ltd. 48068
508 21 14.857 Universal Motors Ltd. 47654
509 21 4.909 Union Motors Ltd. 47037
510 21 7.317 Union Motors Ltd. 49384
511 32 38.863 Ashtrum Engineering Co. Ltd. 46858
571 32 7.345
Israel Land Administration 6.2.2000 [stamp /signature]
Jerusalem District Israel Land Administration
Mapping & Surveying Department NOT FOR Jerusalem District
REGISTRATION Xxxxxxx Xxxxx
PURPOSES District Manager, Agricultural
Contracts
Israel Land Administration -
Jerusalem District
[stamp and signature]
Xxxxx Industrial Structures Ltd.
Private company number 00-000000-0
[Confirmation Stamp]
I confirm true copy/photocopy
Of the original presented to me
Date 23/6/03
Xxxxxxx Xxxxxxx [and signature]
License no. 4985
0 Xxx Xxxxx Xxxxxx, Xxx-Xxxx 00000
Tel: 00-0000000
