Exhibit 10s
AMPAL-AMERICAN ISRAEL CORPORATION
0000 XXXXXX XX XXX XXXXXXXX
XXX XXXX, XXX XXXX 00000
As of March 1, 1997
Emmes Asset Management Corp.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Re: 800 Second Avenue - Asset Management Services
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Gentlemen:
Ampal Realty Corporation ("Ampal Realty"), a majority owned, indirect
subsidiary of Ampal-American Israel Corporation ("Ampal-American"), is the owner
of certain commercial condominium units located in the building known as 000
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Property"). The Property has been owned
by Ampal Realty since June 28, 1995 and was recently converted into commercial
condominiums. Ampal Realty and Ampal-American desire to maximize the value of
the Property and have requested that Emmes Asset Management Corp. ("Emmes")
provide certain asset management and advisory services to Ampal Realty with
respect to the Property.
Set forth below are the agreements among Ampal Realty, Ampal-American and
Emmes with respect to the services to be performed by Emmes relating to the
Property.
1. Services. Emmes will provide to Ampal Realty general asset management
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and property advisory services with respect to the Property, including without
limitation advice with respect to lease and sale negotiations; supervision of
property managers, leasing and other brokers and other agents retained by Ampal
Realty with respect to the Property; assistance in formulating a sales and
leasing plan and in developing plans for the renovation and improvement of the
Property; review and negotiation of leases, condominium sales agreements, and
other contracts and agreements to be entered into with respect to the Property;
oversight and advice with respect to building and tenant improvements and
renovations, including advice with respect to the appropriate scope of work,
selection and negotiation with contractors and the supervision of renovations,
tenant improvements and other building improvements; advice with respect to
financing of the Property or portions thereof, including negotiation with
potential lenders; advice with respect to maximizing the value to Ampal Realty
of the Property through sale, leasing, financing and other means; and similar
matters as requested by Ampal Realty from time to time. The services to be
provided by Emmes shall not include any accounting, bookkeeping or
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traditional property management or brokerage services, all of which shall
continue to be performed by Ampal Realty directly or through other parties.
All services provided by Emmes will be provided through Xxxxxx Xxxxxxxx
and persons under his direct supervision. In providing the services described
above, Emmes shall have no authority to bind Ampal Realty or Ampal-American with
respect to any matter, and Ampal Realty retains all decision making authority
with regard to sales, sales prices, leasing, renovations, contract terms and
other matters relating to the Property.
2. Term. The term of this engagement shall commence as of March 1, 1997
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and shall continue until terminated by either Ampal Realty or Emmes on not less
than 30 days prior notice. Upon any termination, Emmes shall return to Ampal
Realty promptly all documents and other materials in its possession or control
relating to the Property and its engagement hereunder.
3. Compensation. As compensation for its services described herein, Ampal
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Realty shall pay to Emmes the following fees:
(a) A base fee equal to $60,000 per annum, paid on a quarterly basis in
advance, commencing with the quarter beginning April 1, 1997. Ampal Realty
shall pay to Emmes a pro rata portion of the base fee for the period March
1, 1997 through March 31, 1997 promptly after the execution of this letter
agreement.
(b) A sales incentive fee for assisting in sales of condominium units
equal to $1.50 per rentable square foot for each condominium unit sold
during the term of the engagement (or sold with six months thereafter if
(i) the contract of sale was entered into during the term of the
engagement or (ii) the sale is a Qualifying Sale, as hereinafter defined),
payable at the time Ampal Realty receives the proceeds of sale. If a sale
is structured on an installment basis (other than purchase money mortgage
financing, which shall not be deemed to be a sale on an installment
basis), then the sales incentive fee shall be payable pro rata on the same
basis as the sales proceeds. For purposes of the foregoing, a Qualifying
Sale shall mean a sale to a prospective buyer identified in writing by
Emmes as an active prospect at the time of termination or within ten days
thereafter and active, substantive negotiations with such prospective
buyer had commenced prior to such termination and were continuing at the
time such of termination.
(c) An incentive leasing fee equal to $.50 per annum per rentable square
foot for all space with respect to which Ampal Realty enters into a
Qualifying Lease, subject to a maximum with respect to any lease of $5.00
per rentable square foot. The incentive leasing fee shall be computed and
paid quarterly in advance during the term of the Qualifying Lease with
respect to which such fee relates, but only for so long as such Qualifying
Lease remains in full force and effect. For purposes of the foregoing, a
Qualifying Lease shall mean a lease entered into during the terms of this
agreement or entered into within six months thereafter if the tenant under
such lease was identified in writing by Emmes as an active leasing
prospect at the time of termination or within ten
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days thereafter and active, substantive negotiations with such tenant had
commenced prior to such termination and were continuing at the time of
such termination.
(d) A financing fee equal to 1% of the gross proceeds of any mortgage or
similar financing arranged by or through Emmes with respect to the
Property, payable upon closing of the financing. No fee shall be payable
with respect to any financing arranged directly by Ampal Realty or
Ampal-American or through sources located by Ampal Realty or
Ampal-American. For purposes of the foregoing, Emmes shall have arranged a
financing such that it shall be entitled to the financing fee if it shall
have prepared marketing books and related materials for dissemination to
potential lenders, shall have assisted in making presentations to
potential lenders, including the lender providing the financing, and shall
have assisted in the negotiation of financing terms and documentation.
As further incentive compensation, Ampal-American shall issue to each of
the children of Xxxxxx Xxxxxxxx 100 shares of Class A Stock of Ampal each year,
beginning April 1, 1997 and each anniversary thereof so long as the term of the
engagement hereunder continues. Such shares shall be issued to Xxxxxx Xxxxxxxx
as custodian for his children, in the names set forth on Exhibit A hereto.
4. Cooperation. Ampal Realty shall make available to Emmes its files and
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documents relating to the Property and shall keep Emmes informed as to its
objectives and plans with respect to the Property. All such files and documents
shall remain at all times the property of Ampal Realty and shall be held by
Emmes on a confidential basis in accordance with terms of paragraph 5 hereof.
Emmes shall provide its best advice to Ampal Realty and shall provide Ampal
Realty with reports as to its activities and advice from time to time as
requested but no less frequently than each calendar quarter.
5. Confidentiality. In the course of rendering services to Ampal Realty
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and Ampal-American, Emmes may become aware of material non-public information
regarding Ampal-American and its subsidiaries and their respective businesses
and prospects. Emmes understands that Ampal-American is a public company and
confirms and agrees that all information relating to Ampal-American and its
subsidiaries of which Emmes becomes aware at any time during the term of its
engagement or thereafter shall be maintained in strictest confidence and will
not be disclosed to any third party without the prior written consent of
Ampal-American. Emmes shall disclose such information to its personnel and
outside advisors, only on a need to know basis and, with respect to any outside
advisor, only after having obtained a written confirmation from such outside
advisor of its awareness of the confidential nature of the information and its
agreement to the terms of this paragraph 5. Emmes agrees that Ampal-American
would be irreparably injured should Emmes violate the foregoing confidentiality
agreement and that Ampal-American or Ampal Realty shall have the right to obtain
an injunction to prevent violations of this paragraph 5.
6. Complete Agreement; Amendments; Governing Law. This Agreement sets
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forth the entire agreement between the parties with respect to the subject
matter hereof and supersedes all
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prior agreements and understandings, whether written or oral. This agreement may
be amended or modified only in a writing signed by all of the parties hereto.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and wholly performed in such
state.
7. Notices. All notices and other communications required or permitted to
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be given hereunder shall be in writing and shall be delivered by messenger, by
reputable overnight courier service or by fax, addressed to the parties at their
respective addresses first set forth above, addressed, in the case of Ampal
Realty or Ampal-American, to the attention of Xxxxxxxx Xxxxxxxxx, and with a
copy to Xxx Xxxxxxxxx, c/o Ampal (Israel) Ltd., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx
00000, Xxxxxx, fax 000-000-000-0000; and in the case of Emmes to the attention
of Xxxxxx Xxxxxxxx, fax 000-000-0000. Any party may change the address to which
notices are to be given by giving the other parties a notice of such change.
If the foregoing correctly sets forth your understandings of our
agreements, please execute the enclosed copies of this letter and return one of
them to us.
Very truly yours,
Ampal-American Israel Corporation
By: /s/ Xxxxxxxx Xxxxxxxxx
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title: President
Ampal Realty Corporation
By: /s/ Xxxxxxxx Xxxxxxxxx
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title: President
Accepted and agreed to:
Emmes Asset Management Corp.
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Vice President
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