EXHIBIT 10.34
INDENTURE
Made and executed on the 6th of August 2001, in Azor
WHEREAS THE UNDERSIGNED, ITURAN LOCATION AND CONTROL LTD. PRIVATE COMPANY NO.
00-000000-0 (HEREINAFTER - THE "PLEDGOR")
Has received and/or will be receiving, from time to time, from Bank Hapoalim Ltd
(hereinafter - the Bank), credit, documentary credit, various loans, overdrafts
in a liquid account, in a current account or in another account, letters of
indemnification and guarantees for the Pledgor or for others at the Pledgor's
request, clearance of documents, granting of extensions and various banking
easements and various other banking services (hereinafter, together and
separately- Banking Services) under conditions that have been and/or will be
agreed upon from time to time regarding each above-mentioned Banking Service;
WHEREAS ITURAN TECHNOLOGIES LTD., PRIVATE COMPANY NUMBER 00-000000-0
(HEREINAFTER: - THE GUARANTEED PARTY)
Has received and/or will receive, from time to time, from the Bank, Banking
Services with the Pledgor's guarantee; or may owe the Bank various amounts of
money in any manner whatsoever other than in connection with the provision of
the Banking Services;
It is therefore agreed that the Pledgor will insure the payment of the various
amounts of money that the Pledgor and/or the Guaranteed Party owe and/or will
owe to the Bank in connection with the provision of the Banking Services and/or
in connection with other debts which are not Banking Services and/or otherwise,
all in accordance with the following conditions:
NATURE OF THE INDENTURE
1. This Indenture is given to guarantee the full and exact payment of all
of the amounts owed or which will be owed to the Bank by the Pledgor
and/or by the Guaranteed Party in connection with the provision of the
Banking Services to the Pledgor and/or to the Guaranteed Party and/or
in connection with other obligations that are not Banking Services or
in any other manner, whether they are owed by the Pledgor and/or by
the Guaranteed Party alone and/or together with others, whether the
Pledgor and/or the Guaranteed Party has undertaken such obligations
and/or will undertake them in the future, either as a debtor and/or as
a guarantor and/or as an endorser and/or otherwise, which are owed
and/or which will be owed in the future, which are due to be paid
prior to the realization of
the securities to which this Indenture applies and/or afterward, which
are owed definitively and/or conditionally, directly and/or
indirectly: without any limitation as to amount, and along with all of
the expenses and other payments that are owed or will be owed to the
Bank by the Pledgor pursuant to and in connection with this Indenture
(including as described in Sections 7 and 23 below). (All of the
above-mentioned amounts, together and separately, will be referred to
hereinafter as the "Secured Amounts").
PLEDGE AND FIXED LIEN
2. As security for the full and exact discharge of all of the Secured
Amounts, the Pledgor hereby pledges in favor of the Bank and its
replacements, through a fixed first degree lien and pledge, all of the
assets and the income from the assets and their proceeds, as set out
in the list attached hereto and marked "A" and which constitutes an
integral part of this Indenture (hereinafter, together and separately:
"the Pledged Assets").
3. The Pledged Assets will be referred to hereinafter as - "Pledged
Property."
The pledge and the lien that are created pursuant to this Indenture
will apply to any right to compensation or indemnification which the
Pledgor may have due to a loss of the Pledged Property, or due to its
having been damaged or expropriated.
THE PLEDGOR'S DECLARATIONS
4. The Pledgor hereby declares as follows:
a. That the Pledged Property is neither pledged, under a lien nor
attached in favor of others.
b. That the entirety of the Pledged Property is owned and held by
the Pledgor exclusively or is held and/or controlled by the Bank;
c. That there is no limitation or condition by law or agreement that
applies to the transfer of the Pledged Property or to its being
pledged;
d. That the Pledgor is permitted to pledge the Pledged Property;
e. That no assignment of rights or any other activity that derogates
from the value of the Pledged Property has taken place.
THE PLEDGOR'S UNDERTAKINGS
5. The Pledgor hereby undertakes as follows:
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a. To maintain the Pledged Property in accordance with the Bank's
instructions only;
b. To use and to treat the Pledged Property with great care and to
notify the Bank of any flaw or defect that occurs in it, and to
repair any flaw or defect in the Pledged Property for any reason
whatsoever, and to be responsible to the Bank for any incident of
such a flaw or defect;
c. Not to sell, transfer, lease, rent or deliver the Pledged
Property or any part thereof, not to allow another to use it in
any manner whatsoever and not to allow another to take any of the
above-mentioned actions, without the Bank having given its
advance written consent for such;
d. To notify the Bank of any incident in which a lien is placed on
the Pledged Property, to notify the attaching party immediately
of the lien in favor of the Bank and to immediately, at its own
expense and without delay, take any measure needed in order to
remove the lien;
e. Not to pledge or place a lien on the Pledged Property in any form
or manner with rights that are equal, senior or junior to those
of the Bank, and not to assign any right whatsoever that the
Pledgor has in the Pledged Property without obtaining the Bank's
advance written consent;
f. To be responsible to the Bank for any flaw in the Pledgor's
property right in the Pledged Property;
g. To pay, in a timely fashion and in accordance with any relevant
law, all of the taxes and obligatory payments imposed on the
Pledged Property and/or on income derived from it, and to produce
to the Bank, at its request, all receipts for said payments. If
the Pledgor does not make such payments in a timely fashion, the
Bank may pay them at the Pledgor's expense and charge the Pledgor
with their payment along with expenses and interest at the
maximum rate. Such payments will be secured by this Indenture;
h. That no structural change will take place with regard to the
Pledgor and no change whatsoever will take place in the
controlling interests in the Pledgor without the Bank's advance
written consent;
i. That it will not initiate any proceedings for the Secured Amounts
that could impact upon the Bank's ability to realize this
Indenture.
6. The Pledgor hereby undertakes to notify the Bank immediately:
a. Of any incident of a claim of any right whatsoever against a
security given in favor of the Bank to which this Indenture
applies, and/or of any execution of judgment proceedings or other
realization measures regarding such a security;
b. Of any of the acts mentioned in Section 10 below;
c. Of a reduction of the value of any security whatsoever which the
Pledgor has given and/or which it will give;
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d. Of any petition that is brought to liquidate the Pledgor's
business or to have it be placed in receivership, and of any
decision regarding a change in the Pledgor's structure or of any
intention whatsoever of making such a change;
e. Of a change in address.
INTEREST
7.
a. The Bank may calculate interest on the Secured Amounts at the
rate which is agreed and/or which will be agreed from time to
time between the Bank and the Pledgor and/or the Guaranteed
Party. In situations in which there is no agreement regarding the
rate of interest, the Bank may fix the interest at a rate that
will not exceed the maximum interest rate and notify the Pledgor
and/or the Guaranteed Party of such. The Pledgor and/or the
Guaranteed Party will be charged in accordance with such interest
rate, and the Bank may add the interest amounts to the principal
at the end of each month or at the end of any other period, as
the Bank may determine.
b. In any event in which there is a delay in the payment of the
Secured Amounts or of part of them, the Secured Amounts will bear
arrears interest at the rate that has been agreed in the
agreement for the provision of the Banking Services. If there is
no determination regarding the arrears interest, the Secured
Amounts will bear interest at the maximum rate.
c. In any event in which the Bank is granted the right to realize
the securities given pursuant to this Indenture, the Bank may
increase the interest rates on the Secured Amounts for a period
beginning with the occurrence of such event and concluding on the
date of the actual payment by the Pledgor, up to the maximum
interest rate.
TIMES FOR PAYMENT
8. The Pledgor hereby undertakes to pay to the Banks all of the Secured
Amounts and any part of them, precisely and at the times for payment
established and which will be established from time to time.
9.
a. The Bank may refuse to accept an early payment of the Secured
Amounts or any part of them before the time for their payment,
and the Pledgor may not redeem the Pledged Property or a part
thereof through the payment of the Secured Amounts and/or of any
part of them unless otherwise agreed by the Pledgor and the Bank
in the agreement for the provision of the Banking Services.
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Neither the Pledgor and/or the Guaranteed Party or anyone whose
rights may be impacted upon by the giving of this Indenture will
have any right pursuant to Section 13(B) of the Pledge Law,
5727-1967 or to the provision of any law which replaces it.
b. Subject to the provisions of any relevant law, if the Bank agrees
to an early payment against the account of the Secured Amounts
(without it being obligated to do such), the Pledgor will pay the
fee for early payment as shall be agreed by the Pledgor and the
Bank.
10. Without derogating from the generality of the provisions of this
Indenture, the Bank may, in any of the events listed below, make the
Secured Amounts immediately payable and charge any of the Pledgor's
accounts at the Bank with the above-mentioned amount, and the Pledgor
undertakes to pay all of the Secured Amounts and the Bank may take any
measures it sees fit to collect the Secured Amounts and to realize the
securities in any manner legally permissible, at the Pledgor's
expense:
a. If the Pledgor breaches or does not fulfill any condition
whatsoever of this Indenture, of if the Pledgor and/or the
Guaranteed Party breaches any other undertakings given by the
Pledgor and/or the Guaranteed Party to the Bank and/or which they
will give to the Bank and such non-fulfillment and/or breach is
not repaired by the Pledgor within 14 days from the date of the
receipt of notice of such from the Bank, and/or if it turns out
that any of the declarations made by the Pledgor in this
Indenture and/or any other declaration made and/or which will be
made to the Bank by the Pledgor in connection with the Secured
Amounts is incorrect or inexact;
b. If the Pledgor and/or the Guaranteed Party make a decision
regarding a change in the Pledgor's structure and/or that of the
Guaranteed Party or regarding any intention making such a change,
whether the Pledgor and/or Guaranteed Party will be an absorbing
company or a transferring company or as a company that is being
split, or of decisions regarding voluntary liquidation or if an
order of liquidation has been issued against it or if a temporary
liquidator or special manager is appointed for either of them or
if the name of the Pledgor and/or the Guaranteed Party is deleted
from any register whatsoever which is maintained by law or if it
is to be erased, and the decision, order or erasure set out above
has not been cancelled within thirty days;
c. If an asset receiver is appointed or an order of receivership is
issued with respect to the property of the Pledgor and/or of the
Guaranteed Party or with respect to part of it, and such
appointment or order is not cancelled within sixty days;
d. If an attachment is imposed or any similar execution of judgment
measure is taken against part of the property of the Pledgor
and/or the Guaranteed Party, for an amount in excess of NIS
200,000, and/or against any of the securities given or which will
be given by the Pledgor and/or the Guaranteed Party;
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e. If it appears to the Bank, at its sole discretion, that there has
been a change in control of the Pledgor and/or of the Guaranteed
Party as opposed to the situation existing at the time of the
signing of this Indenture;
f. If either the Pledgor and/or the Guaranteed Party have stopped
paying off its debts and/or conducting its business;
g. If work and/or a significant part thereof has ceased at the
Pledgor and/or at the Guaranteed Party for a period of two months
or more;
h. If any event has taken place which could affect the Pledgor's
and/or the Guaranteed Party's financial ability;
i. If the Pledgor and/or the Guaranteed Party has delayed the making
of any payment whatsoever of the Secured Amounts by more than 14
days;
j. Cancelled
k. If, at the Bank's discretion and in its sole estimation, there
has been a deterioration in the values of the Pledged Assets, or
in the Pledgor's and/or the Guaranteed Party's ability to pay.
l. In the event of the liquidation of the Pledgor and/or of the
Guaranteed Party.
m. If the Pledgor and/or the Guaranteed Party is asked to make early
payment of debts which the Pledgor and/or the Guaranteed Party
owes and/or will owe to other creditors, in amounts exceeding NIS
200,000.
THE BANK'S RIGHTS
11.
a. The Bank has the right of possession, retention, offset and lien
on all amounts, properties and rights - including securities,
coins, gold, banknotes, documents for merchandise, insurance
policies, notes, assignments of debts, deposits, securities and
the consideration therefore, which are held or controlled by the
Bank at any time, in favor of the Pledgor or on its behalf,
including those which have been delivered for collection,
security, custodianship or in another manner. The Bank may retain
the above-mentioned assets until the full discharge of the
Secured Amounts, or sell them and use all or part of the
consideration to discharge the Secured Amounts. In the event that
the amounts to be set-off were deposited in a currency other than
that in which the Secured Amounts are determined, the Pledgor
hereby gives the Bank advance instructions to sell the balance of
the right in the other currency at a rate to be determined by the
Bank or which the Bank can obtain for it at that time, and to
credit the consideration from the sale, after deducting the
obligatory expenses and fees, against the Secured Amounts.
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b. Without derogating from the Bank's right of retention as
described in Section 11a above, the Bank may (but is not
required) at any time:
1. Offset any of the Secured Amounts owed by the Pledgor
against amounts owed to the Pledgor by the Bank in any
account, either in Israeli or foreign currency, in any
manner or on any grounds whatsoever, even before the time
for the payment of the amounts owed by the Pledgor to the
Bank as stated, against which the offset will be carried
out, but in an offset carried out against deposits in a
savings plan, such deposits may not be offset prior to the
date on which the Pledgor is permitted to request early
payment of the deposits.
2. Purchase, for the Pledgor's account, any amount in foreign
currency that is required for the discharge of any of the
Secured Amounts or sell any foreign currency whatsoever
which the Bank holds in favor of the Pledgor and use the
consideration from the sale for the discharge of any of the
Secured Amounts.
3. To charge any account of the Pledgor's with any amount
whatsoever of the Secured Amounts. However, if the status of
any such account does not allow it to be charged by the Bank
for the purpose of the final payment of any amount
whatsoever, the Bank is permitted to not charge such
account, and if it does so, it may cancel any such charge
and treat any amount the charging of which was cancelled as
an amount that was not paid against the account of the
Secured Amounts, and may accordingly carry out any action
which it sees fit, pursuant to this Indenture.
4. In any event, the Bank may carry out an offset without any
prior notice. However, in the following cases, the Bank may
carry out an offset with prior notice that shall be given to
the Pledgor 10 (ten) days prior to the date on which the
set-off is carried out:
a. If an offset is against amounts the payment of which is
not yet due.
b. In the event of an offset against a regular fixed
deposit which, were it not for the offset, would have
been extended or renewed automatically, such that
rights or benefits would have derived to the Pledgor
therefrom.
c. Notwithstanding the provisions of Section (4) above, if
the delay in carrying out the offset could damage the
Bank's situation or any of its rights whatsoever, the
offset will be carried out immediately.
c. The Pledgor hereby declares that it is aware that when the Bank
uses its right of offset as described above prior to the payment
due date of all or part of any of the Pledgor's deposits, the
Pledgor's rights regarding or in connection with such deposit may
be reduced (such as with regard to interest rates, linkage
increments, currency exchange increments, rights to grants or
loans, an exemption or reduction in income tax and withholding
from source - if, pursuant to the terms of such deposit, the
Pledgor had been given such rights.) The Pledgor
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will bear all costs and payments imposed at that time by the Bank
for the purpose of executing such action.
d. Any purchase or sale as described in Section 11 b. 2 above will
be carried out at the Bank's standard rate, out of the amounts in
Israeli or foreign currency, whichever is relevant, that the Bank
holds in favor of the Pledgor, or which it receives from the
realization of any securities whatsoever that have been given or
which will be given to the Bank by the Pledgor.
The term "the Bank's standard rate" shall mean, with regard to any
purchase of foreign currency for the Pledgor's account, the highest
rate for transfers and checks that the Bank would at that time use for
the sale to its customers of the relevant foreign currency, with the
addition of the exchange fee and any tax, charge, obligatory payment
or other payments, etc., and with regard to any sale of a foreign
currency from the Pledgor's account, the lowest rate for transfers and
checks that the Bank would at that time use for the purchase from its
customers the relevant foreign currency in exchange for Israeli
currency, after deduction of the exchange fee and any tax, charge,
obligatory payment or other payments, etc.
12. The Bank may, at any time, charge any account of the Pledgor for any
amount owed or which will be owed by the Pledgor in any manner
whatsoever, and credit any amount which is received from the Pledgor
or on its behalf to whichever account it sees fit, and transfer any
amount which is available to the benefit of the Pledgor to any account
which the Bank sees fit.
13. The Pledgor confirms that it will trust the Bank's records and its
accounts, and that they will be considered to be accurate and will
serve as prima facie evidence of all of the specifics therein -
regarding, inter alia, the calculation of the Secured Amounts; the
details of the notes, guarantees and other securities; and any other
matter relating to this Indenture.
14. Without derogating from the other provisions of this Indenture, any
waiver, extension, easement, estoppel, or refraining from the taking
of action (hereinafter: "a waiver") which is done or given by the Bank
regarding a non-fulfillment or a partial fulfillment or an improper
fulfillment of any of the Pledgor's undertakings pursuant to this
Indenture, will not be deemed to be a waiver on the part of the Bank
of any right whatsoever, unless it is by agreement which is limited to
the particular circumstance in which it is given.
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15.
a. In each one of the incidents described in Section 10 above, the
Bank may use any measures it sees fit in order to collect the
Secured Amounts and to realize any of its rights pursuant to this
Indenture, including the realization of the Pledged Property in
whole or in part, and it may use the compensation received for
such realization for the discharge of the Secured Amounts,
without the Bank being obligated to first realize any guarantees
or other securities, if the Bank has any such guarantees or other
securities;
b. In the event that the Bank chooses to realize the Pledged
Property, a notice given three days in advance regarding the
steps which the Bank intends to take will be considered to be
notice given within a reasonable time for the purpose of Article
19(b) of the Pledge Law, 5727-1967, or for the purpose of the
provisions of any law which replaces it;
c. The Bank may - as the representative of the Pledgor, and for the
purpose of this section the Pledgor irrevocably appoints the Bank
as its representative - sell the Pledged Property and any part
thereof through an auction or other sale, either by itself or
through others, for cash or installment payments or otherwise,
for a price and terms that shall be determined at the Bank's
absolute discretion, and the Bank may also - by itself or through
the court or through the Execution of Judgment Office, realize
the Pledged Property or any other property, including - inter
alia - through the appointment of an asset receiver or a managing
asset receiver on behalf of the Bank, whose powers shall include,
inter alia, permission to:
1. Take the Pledged Property or a part thereof into his
possession.
2. Manage the Pledgor's business or take part in its
management, as he sees fit.
3. Sell or agree to the sale of the Pledged Property in
whole or in part, or transfer it or agree to its
transfer in any other manner, pursuant to terms that it
sees fit.
4. Make any other arrangement regarding the Pledged
Property or any part thereof, as it sees fit.
d. All income received by the Receiver or the Receiver and the
Manager from the Pledged Property, as well as any remuneration
received by the Bank and/or by the Receiver or the Receiver and
the Manager from the sale of the Pledged Property, or any part
thereof, shall be credited in the following order:
1. For removal of all expenses that have been and shall be
incurred relating to the collection of the Secured
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Amounts, including the expenses of the Receiver or the
Receiver and the Manager and his fee in such amount as
shall be determined by the Bank or approved by the
Court or the Executor's Office.
2. For removal of Secured Amounts that shall reach the
Bank pursuant to the conditions of linkage, interest,
damages, commissions and expenses that are or shall be
due to the Bank in accordance with this Indenture.
3. For removal of the Secured Amounts Fund.
Or in any other order of crediting as shall be determined by the Bank.
16. In the event that, at the time of selling the Pledged Property, the
date of payment for any or all of the Secured Amounts shall not yet
have arrived, or the Secured Amounts or any thereof shall reach the
Bank only conditionally, the Bank shall be entitled to collect from
the sale such amount as is sufficient to cover the Secured Amounts,
and the amount collected and not yet credited for removal of the said
amounts in Section 15.D. above shall be Pledged to the Bank to ensure
the Secured Amounts and shall be held by the Bank pending their
removal.
NATURE OF THE SECURITIES
17. The securities that have been and/or shall be given to the Bank in
accordance with this Indenture have a permanent character and shall
remain valid until such point as the Bank shall confirm in writing
that this Indenture is invalid.
18. If other securities or guarantees have been or shall be given to the
Bank for the repayment of the Secured Amounts, all securities and
guarantees shall be mutually independent.
19. If the Bank compromises or grants an extension or relief to the
Pledgor and/or the Guaranteed Party, amends any of the undertakings of
the Mortgager and/or the Guaranteed Party regarding the Secured
Amounts, or releases or waives other securities or guarantees - these
shall not change the nature of the securities to which this Indenture
applies, and all the securities and undertakings of the Pledgor to
which this Indenture applies shall remain fully valid.
20. The Bank is entitled to deposit the securities that have been or shall
be delivered in accordance with this Indenture, or part thereof, with
a guardian who shall be chosen by the Bank at its discretion, at the
Pledgor's expense, and to replace this guardian from time to time; the
Bank shall further be entitled to register any or all of the
above-mentioned securities with any empowered authority in accordance
with any law and/or with any public registry.
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RIGHT OF TRANSFER
21. The Bank is entitled at any time, at its discretion, and after
providing written notice thereof to the Pledgor, and without requiring
the consent of the Pledgor, to transfer, in full or in part, this
Indenture and the rights in accordance therewith, including the
securities, to a company from the Bank's group, and any recipient of
the transfer shall also be entitled to transfer the above-mentioned
rights to a company as stated, without requiring additional consent
from the Mortgager. The transfer may be effected by endorsement in the
margins or on the face of this Indenture, or by any other means as the
Bank or the recipient of the transfer shall see fit.
NOTICE OF RESERVATION
22. The Pledgor undertakes to inform the Bank in writing of any
reservation or objection it may have, if any, relating to any account,
summary of account, authorization or notification of any kind it shall
receive from the Bank, including the receipt of information by means
of the automated information station. If the Mortgager does not
express its reservation or objection within 21 days from the date of
dispatch of the above-mentioned account, summary of account,
authorization or notification, the Bank shall be entitled to consider
this tantamount to confirmation of the veracity thereof.
EXPENSES
23. All expenses in relation to this Indenture (as detailed in the Bank's
tariffs, as these shall apply from time to time), including the
commission for the preparation of documents on account of credit and
securities, stamp duty and registration of documents, expenses for the
realization of the securities and the execution of collection
procedures (including the Bank's attorneys' fees), insurance,
security, maintenance and repair of the Pledged Property - shall be
paid by the Pledgor to the Bank in accordance with its first request
(unless these were actually paid by the Guaranteed Party, in the event
that this Indenture is made to secure the liability of the Guaranteed
Party), with the addition of maximum-rate interest from the date of
request through full removal. Pending the removal thereof, all
above-mentioned expenses, with the addition of interest, are secured
by this Indenture. The Bank shall be entitled to debit the Pledgor
Mortgager for the above-mentioned expenses and the interest thereon.
INTERPRETATIONS
24. In this Indenture - (A) The singular includes the plural, and vice
versa; (B) The masculine includes the feminine, and vice versa; (C)
"The Bank" means Bank Hapoalim Ltd., and any of the Bank's branches as
existing on the date of this Indenture and/or as shall open in any
place in the future, its transferees and alternates, and those acting
with the Bank's authority; (D) "Maximum-rate interest" means: interest
in the maximum rate customary in the Bank at that time, and from time
to time, regarding deviations and
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arrears in debit accounts or in checking accounts, according to the
higher of the two; (E) "Structural Change" means, regarding the
Pledgor, merger or division (as these terms are defined in Section E2
of the Income Tax Ordinance or any legal provision coming in place
thereof), and the transfer of assets in return for stocks, all whether
as in accordance with the above-mentioned Section E2 or otherwise; (F)
The headings of the sections are intended to serve solely as
reference, and are not to be used in interpreting this Indenture; (G)
The preamble to this Indenture constitutes an integral part thereof.
NOTICES AND WARNINGS
25. Any notice sent by the Bank by mail to the Pledgor in a registered or
ordinary letter in accordance with the address stated above, or in
accordance with the address of the Pledgor's registered office, or in
accordance with another address as the Pledgor shall inform the Bank
in writing, shall be considered as a legal notice received by the
Pledgor within 72 hours from the time of dispatch of the letter
including the notice. A written declaration by the Bank shall serve as
evidence of the time of dispatch of the notice. Any notice granted to
the Pledgor by any other means shall be considered to have been
received at the time of its issue or the time of its publication.
SUBSTANTIVE LAW AND PLACE OF JURISDICTION
26. a. This Indenture shall be interpreted in accordance with the laws of
the State of Israel.
b. The sole place of jurisdiction for the purpose of this Indenture is
established as the relevant court in Tel Aviv - Jaffa.
WITNESSED BY THE PLEDGOR'S SIGNATURE:
[Signature and Stamp]
--------------------------------
ITURAN LOCATION AND CONTROL LTD.
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APPENDIX "A"
BANK HAPOALIM LTD.
LIST OF PLEDGED ASSETS
BY: Ituran Location and Control Ltd.
TO THE ORDER OF BANK HAPOALIM LTD.
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Serial No. Description
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1. 1,237,800 ordinary shares bearing the nominal value of NIS 1 each
of the company Tadiran Telemetrics Ltd. (Hereinafter: the "Company")
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2. All dividends that shall be paid and/or payable in respect of or
according to all of said shares at any time whatsoever, from the
date this deed of pledge is signed and thereafter.
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3. All shares and stock (including all dividends that shall be paid
and/or payable thereof or thereby)(Hereinafter: the "Other Shares")
and all rights and the monies and the property that shall accrue or
be issued in respect of said shares and/or in respect of and/or
according to them, as bonuses, benefits, preferential rights, or
otherwise.
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4. All rights in the Company and with regard to it, that the law and/or
the memorandum and/or the articles of the Company vest and shall
vest with the Pledgor, in lieu of and in respect of said Shares
and/or the Other Shares.
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Date: 8/6/01
Dear Sir or Madam,
Bank Hapoalim Ltd.
We wish to inform you hereby, that at the meeting of the Board of Directors of
the company Ituran Location and Control Ltd. (Hereinafter: the "Company"), which
was held in AZOR on 8/6/01 it was resolved as follows:
1. That the Company shall sign a deed of pledge of shares, formulated as
attached, to pledge 1,237,800 ordinary shares bearing the nominal
value of NIS 1 each of the company Tadiran Telematics Ltd.
(Hereinafter: the "Shares") in favor of Bank Hapoalim Ltd., this being
to guarantee all the debts and obligations of the Company and/or of
the company Tadiran Telematics Ltd., to Bank Hapoalim Ltd. in any
manner whatsoever and without limit on the total sum thereof.
2. We are aware and we agree that the Shares shall be deposited at the
company Poalim Trusteeship Services Ltd..
3. To empower the Messrs. XXXX XXXXXXXXX AND XXXXX XXX to sign said deed
of pledge, as well as all other documents necessary in your opinion in
order to carry out the aforementioned, in the name of the Company,
4. To notify Bank Hapoalim Ltd. of the aforementioned resolutions.
We certify that the aforementioned resolutions have been adopted in
accordance with the memorandum and the articles of the Company, and have
been registered in the protocol register of the Company.
Respectfully yours,
[signed]
-------------------------------
Chair of the Board of Directors
14
I, the undersigned, XXXX XXXXXXXXX, attorney of the aforementioned Company,
do certify hereby, that the foregoing is a faithful copy of the original
protocol, which was registered in the protocol register of the Company,
that the meeting of the Board of Directors of the Company was duly convened
and that the aforementioned resolutions were duly adopted, according to the
articles of the Company. In addition, I do certify that the combination of
signatures set out in the aforementioned resolution [sic. -trans.] shall
bind the Company.
XXXX XXXXXXXXX, ATTORNEY-AT-LAW
[signature & stamp]
-----------------------------
Attorney
15
A G R E E M E N T
MADE AND EXECUTED IN TEL AVIV ON AUGUST 6TH, 2001
B E T W E E N: ITURAN LOCATION AND CONTROL LTD.
(Hereinafter to be termed - the "PLEDGOR")
THE FIRST PARTY;
AND BETWEEN: BANK HAPOALIM LTD.
(Hereinafter - the "BANK")
THE SECOND PARTY;
AND BETWEEN: POALIM TRUSTEESHIP SERVICES LTD.
(HEREINAFTER - THE "TRUST COMPANY")
THE THIRD PARTY;
W H E R E A S: The Pledgor has received and/or will receive credit
and/or loans and/or will guarantee the payment of the
debts of the company Ituran Location and Control Ltd.
(Hereinafter, jointly and/or severally: the "CREDIT");
A N D W H E R E A S: The Pledgor declares that it is the owner and possessor
of 1,237,600 ordinary shares, bearing the nominal value
of NIS 1 each of the company Tadiran Telemetrics Ltd.
(Hereinafter: the "COMPANY")( Hereinafter: the
"SHARES");
A N D W H E R E A S: In order to guarantee the Credit, the Pledgor has
pledged and/or will pledge the Shares by a fixed charge
without limitation by sum, to the Bank and has signed
and/or will sign any Indenture including all of the
schedules thereof (Hereinafter: the "INDENTURE");
A N D W H E R E A S: The Trust Company has agreed to accept the Shares into
its possession, and act on behalf of the Bank and the
Pledgor, as set out in this Agreement;
IT IS THEREFORE AGREED AND PROVIDED AS FOLLOWS:-
1. The Preamble to this Contract constitutes an inseparable part thereof.
2. With the assent of the Parties, the Pledgor hereby transfers the
certificate of the Shares to the possession of the Trust Company and
deposits it therein, as trustee for the purpose of protecting the
rights of the Bank pursuant to the Indenture.
16
3. The Shares and the benefits in respect of the Shares shall be
available for the use, to the credit and to the order of the Bank.
In this Agreement the term "BENEFITS" shall have the following
meaning: All proceeds and rights stemming from the Shares, including
the collection of dividends and of benefit shares or acquisition of
new shares, should rights be allotted.
4. Should the Bank apply to the Trust Company and declare that the
Pledgor had not met one or more of its obligations vis-a-vis the Bank,
then either the Trust Company shall register the Shares [and the]
Benefits to the Bank, in whole or in part, or to whoever the Bank
shall request, or the Trust Company shall sell the Shares and the
Benefits, in whole or in part, at a price and on reasonable terms
according to the market at that time, and shall transfer the proceeds
to the Bank in order to repay the Credit, all as the Bank shall order.
The Trust Company shall be free of any responsibility to check the
appropriateness of the request of the Bank.
5. So long as the Credit has not been repaid and/or so long as any debts
or obligations of the Pledgor vis-a-vis the Bank, in respect of the
Credit, remain, the Pledgor and the Trust Company shall not be
entitled to change or to void the terms of this document unless the
consent of the Bank shall be obtained thereof.
6. Once the Bank shall notify the Trust Company, in writing, that the
Credit has been fully paid up, or that it has no interest in the
Shares, the Trust Company shall be allowed to return the Shares to the
Pledgor.
7. Subject to any confirmation given by the Bank to the Trust Company,
monies, benefit shares or any other right that may reach the
possession of the Trust Company as holder of the Shares, shall be
transferred by it to the Bank, and shall be charged by it on account
of paying off the interest on the Credit.
8. The Bank and the Trust Company shall not be held responsible in any
manner or form vis-a-vis the Pledgor for any action or inaction of
theirs or of either of them concerning the Shares and/or the rights
stemming from and/or connected to them, and/or a change in the value
therein for any reason whatsoever.
9. Any tax applicable to the Shares as well as fees and expenses that may
result from the custody and care thereof, and the trusteeship fee of
NIS 5,000 (FIVE THOUSAND New Israeli Shekels) per year or any part
thereof (Hereinafter: the "Trust Company Fee") shall be paid by the
Pledgor. The Trust Company Fee shall be linked to the Consumer Price
Index. The linkage shall be calculated based on the Index published in
the month 7/15/01.
17
The Trust Company Fee is an annual fee. The Trust Company Fee shall be
paid by the Pledgor each year in advance. To avoid doubt, it is stated
that the Trust Company Fee is separate from the costs of the Bank,
should there be any, the Bank and/or the Trust Company shall be
entitled to debit the account of the Pledgor and/or account 641/507860
at the Bank to pay off the costs and the fees set out in this section
above.
10. This Agreement shall neither derogate from, nor void, nor change the
rights of the Bank pursuant to the documents and/or the other
guarantees signed by the Pledgor and/or given by it in favor of the
Bank, and these shall remain fully valid until final payment of all
the Credit to the Bank.
11. Any notice that shall be sent by the Bank to the Pledgor by registered
or regular mail according to the address specified in the preamble to
this Agreement and/or any other address provided by the Pledgor or
which shall be provided by it to the Bank in writing, shall be
considered a lawful notice received by the Pledgor 48 hours after the
time the letter containing said notice was sent.
IN WITNESS WHEREOF, we have signed:
[SIGNATURE AND STAMP]
--------------------------------- ------------------------------
ITURAN LOCATION AND CONTROL LTD. BANK HAPOALIM LTD.
---------------------------------------
POALIM TRUSTEESHIP SERVICES LTD.
I HEREBY GIVE AN IRREVOCABLE ORDER TO DEBIT MY ACCOUNT AT BANK HAPOALIM LTD.,
XXXXXXX XXXXX BRANCH, NO. 641/507860 IN RESPECT OF THE TAXES, THE FEES AND THE
EXPENSES SET OUT IN SECTION 9 ABOVE.
[SIGNATURE AND STAMP]
--------------------------------
ITURAN LOCATION AND CONTROL LTD.
18
Date
Dear Sir or Madam,
Bank Hapoalim Ltd.
RE: 1,237,800 ORDINARY SHARES BEARING THE NOMINAL VALUE OF NIS 1 EACH OF
THE COMPANY TADIRAN TELEMETRICS LTD., OWNED BY ITURAN LOCATION AND
CONTROL LTD. (ITURAN)
Acting as the attorney of the company Tadiran Telemetrics Ltd., and at your
request, I hereby certify the following to you:
1. The 1,237,800 shares under discussion are owned by Ituran, duly issued
from capital duly registered, and their value has been paid up to the
Company in full.
2. The pledged Shares and rights, have not been otherwise mortgaged,
assigned, attached or pledged in any manner whatsoever to any third
party whatsoever, they are owned by the Pledgor exclusively, whereas
no third party whatsoever has any right whatsoever therein.
3. Subject to the articles of the Company, no limitation whatsoever under
law applies to the transfer of the pledged Shares and rights.
Respectfully yours,
XXXX XXXXXXXXX, ATTORNEY-AT-LAW
[signature & stamp]
--------------------------------
Attorney
19
Date
Dear Sir or Madam,
Tadiran Telematics Ltd.
1. We wish to inform you that we have pledged and assigned by pledging
all of the monies to which we are or may be entitled from you as a
dividend, should you distribute dividends to your shareholders, to
Bank Hapoalim Ltd., Branch 641, the address being NAHALAT XXXXXXX ST.
TEL AVIV (Hereinafter: "Bank Hapoalim"), according to the Assignment
of Obligations Law, 5729 - 1969.
2. Accordingly, you must pay all of the aforementioned monies to Bank
Hapoalim, and we hereby give you an irrevocable order to transfer all
of the aforementioned monies to Bank Hapoalim alone.
3. Payment shall be carried out by crediting account number 507860 at the
aforementioned branch, so long as Bank Hapoalim has not given you
other instructions. In such a case you shall act according to the
instructions of Bank Hapoalim.
Respectfully yours,
ITURAN LOCATION AND CONTROL LTD.
[signature & stamp]
--------------------------------
Ituran Location and Control Ltd.
Dear Sir or Madam,
Bank Hapoalim Ltd.
Branch
-----------------------
We confirm receipt of the aforementioned notice and we shall act as instructed
therein.
Xxx Xxxxx [name & signature]
Date
------------- -------------------------------
Tadiran Telematics Ltd.
20
Ministry of Justice
Registrar of Companies
POB 28178
Jerusalem 91281
PARTICULARS OF MORTGAGES AND LIENS
(Section 178 of the Companies Ordinance (New Version), 5743 - 1983)
--------------------------------------------------------------------------------
NAME OF THE BORROWER COMPANY COMPANY NO. CODE
--------------------------------------------------------------------------------
ITURAN LOCATION AND CONTROL LTD. SERIAL NO. CONTROL 81
NUMERAL
--------------------------------------------------------------------------------
52 004381 1
--------------------------------------------------------------------------------
THE GUARANTEED THE GUARANTEED CURRENCY CURRENCY TYPE DATE CREATED
SUM IN WORDS SUM CODE
NOT LIMITED BY NIS | AG.|
SUM
--------------------------------------------------------------------------------
CODE DESCRIPTION OF DOCUMENT STAMP TAX
--------------------------------------------------------------------------------
INDENTURE
--------------------------------------------------------------------------------
PARTICULARS OF CREDITORS
--------------------------------------------------------------------------------
IDENTITY NO. PARTICULARS OF CREDITOR SUM OF LOAN
00-000000-0 BANK HAPOALIM LTD.
--------------------------------------------------------------------------------
PARTICULARS OF THE PLEDGED ASSETS
1,237,800 ordinary shares bearing the nominal value of NIS 1 each of the company
Tadiran Telemetrics Ltd., including all rights of any type and sort whatsoever,
to which the Pledgor may be entitled in respect of these shares.
SPECIAL TERMS
--------------------------------------------------------------------------------
SHOULD A LIMITATION ON YES DATE OF RESOLUTION DATE OF ISSUE
CREATING AN ADDITIONAL OF SERIES
PLEDGE EXIST, SPECIFY "Y"
--------------------------------------------------------------------------------
ON REGISTERING A NOTE AS SPECIFIED IN REGULATION 12(B) OF THE COMPANIES
REGULATIONS (REPORTING, PARTICULARS OF REGISTRATION AND FORMS), 5760- 1999
NO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NOTE REGARDING THE PROHIBITION OR LIMITATION ON CREATING OTHER PLEDGES AND
SPECIAL TERMS
THE PLEDGING COMPANY HAS UNDERTAKEN TO REFRAIN FROM TRANSFERRING
AND/OR PLEDGING THE PLEDGED PROPERTY AND ASSETS OR ANY PART THEREIN TO OTHERS
WITHOUT THE CONSENT OF THE PLEDGED PARTY.
--------------------------------------------------------------------------------
21
I HEREBY DECLARE THAT THE DETAILS SET OUT IN THIS FORM ARE TRUE AND COMPLETE AND
THAT I AM AN OFFICE HOLDER OF THE COMPANY AS SPECIFIED IN SECTION 39 OF THE LAW.
Xxxxxxxxx Xxxx 0749544 Chairperson of the Board 8/6/01 [signed]
and CEO
---------------- --------------- ------------------- ------ ---------
NAME OF SIGNATORY IDENTITY NUMBER POSITION AT COMPANY DATE SIGNATURE
