EXHIBIT 99.2 EXECUTION COPY ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 24th, 2010 • B Communications LTD • Communications services, nec
Share Purchase Agreement by and among: Internet Gold - Golden Lines Ltd. as Seller B Communications Ltd. as Company and Searchlight II BZQ, L.P. as Purchaser A as Purchaser B Dated as of June 24, 2019Share Purchase Agreement • April 23rd, 2020 • B Communications LTD • Communications services, nec
This Share Purchase Agreement (this “Agreement”) is entered into as of June 24, 2019, by and among Internet Gold - Golden Lines Ltd., a company organized under the laws of the State of Israel, having its registered office at 2 Dov Friedman St., Ramat Gan, Israel (the “Seller”); B Communications Ltd., a company organized and existing under the laws of the State of Israel, with registration number 51-283274-2, having its registered office at 2 Dov Friedman St., Ramat Gan, Israel (the “Company”); Searchlight II BZQ, L.P., a Cayman Islands exempt limited partnership (“Purchaser A”); and T.N.R. Investments Ltd., a company organized and existing under the laws of the State of Israel (“Purchaser B”, and together with Purchaser A, the “Purchasers”; each of them a “Purchaser”) (each of the Seller, the Company and the Purchasers are referred to herein as a “Party” and together as the “Parties”).
] Shares Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec • New York
Prior to the execution of this Agreement, the Company was a wholly-owned subsidiary of Internet Gold-Golden Lines Ltd., a company organized under the laws of the State of Israel (the “Parent”).
Immediate Report - Cooperation Agreement between Pelephone and CellcomB Communications LTD • September 22nd, 2014 • Communications services, nec
On September 21, 2014, the subsidiary, Pelephone Communications Ltd. ("Pelephone") entered into a cooperation agreement with Cellcom Israel Ltd. ("Cellcom") for the maintenance of passive components at cellular sites, including the consolidation of passive components and reducing costs by means of a common supplier (contractor). The supplier to be selected through an offer acceptance process will execute separate agreements with Pelephone and Cellcom, as a general rule, for a period of at least five years. The agreement is subject to regulatory approval.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2010 • B Communications LTD • Communications services, nec
NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound hereby, the Parties agree as follows:
Loan Agreement Entered into in Petach Tikva as of the 18th day of February 2010 By and betweenLoan Agreement • June 30th, 2010 • B Communications LTD • Communications services, nec
WHEREAS, on October 25, 2009, 012 Smile. Communications Ltd., Company No. 512832742 ("Smile") entered into an agreement (and on February 8, 2010, an addendum to the Agreement was executed) for the purchase (by means of the Purchaser, as defined below) of 814,211,545 ordinary shares par value NIS 1 per share of Bezeq The Israel Telecommunications Corporation Ltd., Company No. 520031931 ("Bezeq"), which, as of February 17, 2010, represent approximately 30.6% of the issued capital of Bezeq (approximately 29.6%, on a fully diluted basis) which shall grant Smile indirect control of Bezeq, as the term "Control" is defined in the Communications Law (Bezeq and Broadcasts), 5742-1982 in effect from time to time (the "Bezeq Purchase Agreement," the "Purchased Shares" and "Control of Bezeq"); and
FIRST AMENDMENT TO THE SHARE PURCHASE AGREEMENTThe Share Purchase Agreement • June 30th, 2010 • B Communications LTD • Communications services, nec
This AMENDMENT (the "Amendment"), dated as of March 28, 2010 to the Share Purchase Agreement and the Addendum thereto dated as of February 8, 2010 (collectively, the "Agreement") dated as of October 25, 2009, is entered into among AP.SB.AR Holdings Ltd. and B. Communications (SP2) Ltd.
Credit Agreement Entered into in Tel Aviv as of the 11th day of February 2010Credit Agreement • June 30th, 2010 • B Communications LTD • Communications services, nec
WHEREAS, the Company sought to enter into a transaction with the Lenders for the provision of credit by the Lenders for the purpose of partially financing the Company's purchase of the Purchased Shares of Bezeq pursuant to the Purchase Agreement, and expenses and additional amounts to be borne by the Company in connection with the Purchase Transaction and in connection with the provision of the Credit and the management thereof, as these terms are defined below; and
Deed of Trust made and signed on August 31, 2010 BetweenB Communications LTD • June 30th, 2011 • Communications services, nec
Now, therefore, inconsideration of the mutually covenanted terms and conditions herein contained, the parties hereto agree as follows:
AMENDMENT OF AGREEMENTAmendment of Agreement • October 29th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec
This Amendment of Agreement (“Amendment”) is entered into as of []November, 2005 (the “Effective Date”) by and between Barak I.T.C.(1995) - the International Telecommunications Corp. Ltd., a company duly organized and existing under the laws of Israel and having its principal place of business at 15 Hamelacha St., Cible Industrial Park, Rosh Ha’Ayin Israel (“Barak”) and Internet Gold-Golden Lines Ltd., a company duly organized and existing under the laws of Israel and having its principal place of business at 1 Alexander Yanai Street, Petach-Tikva, Israel (hereinafter, the “Customer”). Barak and Customer shall be also referred to herein, each, as a “Party” and collectively, as “Parties” to this Amendment.
INTERCREDITOR AGREEMENT DATED 19 FEBRUARY 2014 Between MISHMERET TRUST COMPANY LTD. as the Notes Trustee THE HEDGE COUNTERPARTIES B COMMUNICATIONS LTD. as the Issuer THE ENTITIES LISTED IN PART 1 OF SCHEDULE 1 as the Original Debtors CERTAIN...Intercreditor Agreement • February 19th, 2014 • B Communications LTD • Communications services, nec
Clause Page 1. DEFINITIONS AND INTERPRETATION 1 1.1 Definitions 1 1.2 Construction 20 1.3 Third Party Rights 22 2. RANKING, PRIORITY, MAXIMUM HOLDINGS OF NOTEHOLDERS AND MAXIMUM INTEREST IN SECURITY GRANTED TO HEDGE COUNTERPARTIES 22 2.1 Super Senior Liabilities and the Senior Secured Liabilities 22 2.2 Transaction Security 23 2.3 Subordinated Liabilities 23 2.4 Additional and/or refinancing debt 23 2.5 Maximum holdings of Noteholders; maximum interest in certain Security granted to Hedge Counterparties 23 3. SENIOR SECURED NOTES CREDITOR LIABILITIES 25 3.1 Payments of Senior Secured Notes Creditor Liabilities 25 3.2 Amendments and waivers 26 3.3 Option to purchase: Senior Secured Notes Creditors 26 3.4 Terms of purchase 27 3.5 Option to purchase: Notes Trustee 28 3.6 Security and guarantees 28 4. HEDGE COUNTERPARTIES AND HEDGING LIABILITIES 28 4.1 Identity of Hedge Counterparties 28 4.2 Restriction on Payment: Hedging Liabilities 29 4.3 Permitted Payments: Hedging Liabilities 29 4.4 P
MERRILL LYNCH INTERNATIONALB Communications LTD • February 17th, 2015 • Communications services, nec
We understand that Bezeq The Israeli Telecommunication Corp. Ltd (“Bezeq”) proposes to enter into a sale and purchase Agreement, to be dated on or about the date of this letter (the “Agreement”), among Bezeq and Eurocom DBS Limited (“Eurocom”), pursuant to which, among other things, Bezeq has agreed to exercise the call option over 8.6% of the equity shares in DBS satellite services (1998) Ltd. (“YES”) and has agreed to purchase a 41.6% equity stake in YES and 100% of the shareholder loans to YES currently held by Eurocom and its affiliates (the “Transaction”) for up to NIS 1,050m in cash, subject to certain adjustments set forth in the Agreement to be paid to Eurocom (the “Consideration”) of which NIS 680m will be paid upon closing of the transaction and NIS 370m deferred and contingent upon the realization of certain conditions in accordance with the Agreement. The terms and conditions of the Transaction are more fully set forth in the Agreement and its appendices.
Addendum and Amendment No. 1 to the Loan Agreement Dated February 18, 2010 Entered into in Ramat Gan as of the 14th day of April 2010 By and betweenLoan Agreement • June 30th, 2010 • B Communications LTD • Communications services, nec
Entities Within the Migdal Insurance and Financial Holdings Ltd. Group Pro Rata Among Themselves All as set forth in Appendix A to the Original Agreement Whose address is 4 Efal Street, Kiryat Arye, Petach Tikva Each severally, with respect to its portion of the Loan, as set forth in the Appendix (and not jointly and severally) (hereinafter, the "Lender") Of the first part;
Addendum and Amendment to Credit Agreement Dated February 11, 2010 Entered into in Tel Aviv as of the 14th day of April 2010Credit Agreement • June 30th, 2010 • B Communications LTD • Communications services, nec
By and between: The Lenders set forth in Appendix B of the Credit Agreement Of the first part; And: Bank Hapoalim Ltd. In its capacity as Facility Agent And in its capacity as Security Trustee Of the second part; And: B Communications (SP2) Ltd. Private Company No. 51-440539-8 (Hereinafter, the "Company") Of the third part;
Capacity Rights of Use AgreementCapacity Rights of Use Agreement • October 26th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec
This Capacity Rights of Use Agreement is entered into on this 31st day of July, 2003 (the “Effective Date”), by and between Barak I.T.C. (1995) – The International Telecommunications Services Corp. Ltd., a corporation duly organized and existing under the laws of Israel, having its principal place of business at 15 Hamelacha St, Cible Park, Rosh Ha’ayin 48091, Israel (“Barak”), and Internet Gold -Golden Lines Ltd, a corporation duly organized and existing under the laws of Israel, having its principal place of business at 1 Alexander Yannai St. Petah Tikwa, 49277 Israel (“Customer”).
Written and signed in Tel Aviv this 29th day of December 2006012 SMILE.COMMUNICATIONS LTD • October 12th, 2007
An AgreementAn Agreement • October 12th, 2007 • 012 SMILE.COMMUNICATIONS LTD
SEARCHLIGHT II BZQ, L.P.B Communications LTD • November 6th, 2019 • Communications services, nec
We refer to the Share Purchase Agreement dated as of 24 June 2019 (the “SPA”) to which our companies are party. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the SPA.
TRUST DEED012 SMILE.COMMUNICATIONS LTD • October 12th, 2007
Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”),B Communications LTD • April 30th, 2014 • Communications services, nec
As part of the preparations being made by the subsidiary Pelephone Communications Ltd. ("Pelephone") for the launching of a fourth generation network with LTE technology, Pelephone executed an agreement with L.M. Ericsson Israel Ltd. ("Ericsson") for the upgrade of the network center to support LTE, for the purchase and installation of radio equipment and for additional adjustments to the network to enable it to support LTE. The equipment to be provided to Pelephone will also support the LTE Advanced technology (4.5 generation).
Mediterranean Nautilus Capacity Right of Use Agreement Specific Terms and Conditions012 SMILE.COMMUNICATIONS LTD • October 26th, 2007 • Communications services, nec
This Part I - Specific Terms and Conditions of Capacity Right of Use Agreement (“Part I”) is entered into as of January 1, 2003 (the “Effective Date”), by and between Mediterranean Nautilus Limited, a corporation duly organized and existing under the laws of the Republic of Ireland, having its principal place of business at International House, 3 Harbourmaster Place, International Financial Services Centre, Dublin 1, Ireland (hereinafter “MN”), and 012 Golden Lines Ltd., a corporation duly organized and existing under the laws of Israel, having its principal place of business at 25 Hasivim Street, Petach Tikva 49170, Israel (hereinafter; the “Customer”). This Part I, together with Part II - General Terms and Conditions of Capacity Right of Use Agreement (“Part II”) and together with all Schedules attached hereto, constitute the entire Capacity Right of Use Agreement between the Parties.
To: Bank Hapoalim Ltd. Below are the understandings reached in connection with the Loan Agreement dated 11.2.2011:B Communications LTD • June 30th, 2011 • Communications services, nec
With respect to the provisions of Section 16.1a of the Loan Agreement and the deposit security documents, and notwithstanding the provisions thereof:
Amendment to the Agreement Dated July 25, 2006The Agreement • October 12th, 2007 • 012 SMILE.COMMUNICATIONS LTD
Immediate Report - Collective Agreement at Bezeq International LtdB Communications LTD • July 11th, 2019 • Communications services, nec
Further to the description in section 4.8 of the Chapter on the Description of the Company’s Business in the Company’s 2018 Periodic Report, the Company announces that today a subsidiary, Bezeq International Ltd (“Bezeq International”) signed a collective agreement with the Histadrut General Federation of Workers and the employees’ representatives, including streamlining and synergy processes for a period from July 7, 2019 until December 31, 2021 (“the Agreement”).
Re: Pelephone Collective Bargaining AgreementB Communications LTD • November 14th, 2019 • Communications services, nec
Further to previous reports, Bezeq reports that today its subsidiary, Pelephone Communications Ltd. ("Pelephone"), signed the renewal of its collective bargaining agreement with the Histadrut (General Federation of Labor in Israel) and the employees representatives. The agreement includes streamlining and synergy processes from the period starting November 12, 2019 and ending on June 30, 2022 (the "Agreement").
ContractB Communications LTD • November 6th, 2013 • Communications services, nec
The following document is a translation of an original document in Hebrew, which version represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.
AgreementAgreement • October 12th, 2007 • 012 SMILE.COMMUNICATIONS LTD
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2007, is entered into by and between 012 Smile.Communications Ltd., a company organized under the laws of the State of Israel (including its successors, the “Company”), and Internet Gold - Golden Lines Ltd., a company organized under the laws of the State of Israel (“IGLD”).
AGREEMENTAgreement • October 26th, 2007 • 012 SMILE.COMMUNICATIONS LTD • Communications services, nec
Re: Collective Labor Agreement (Walla! Communications Ltd.)B Communications LTD • September 12th, 2018 • Communications services, nec
Bezeq reports that this morning, the board of directors of its subsidiary, Walla! Communications Ltd. ("Walla"), approved the entrance of Walla into a collective bargaining agreement dated September 6, 2018 between Walla and the journalists' organization in Israel - the New Histadrut Labor Federation and the Walla Journalist Committee (the “Agreement”).
