Exhibit G
---------
TRANSLATION OF KOOR--FEDERMANN AMENDMENT AGREEMENT
[TRANSLATED FROM THE HEBREW ORIGINAL]
AMENDMENT TO SHARE TRANSFER DEED AND SHAREHOLDERS' AGREEMENT
Made and signed in Tel Aviv on the 6th day of July 2005
1. BETWEEN: FEDERMANN ENTERPRISES LTD. Private Company Number 512278391
(hereinafter referred to as "Federmann Enterprises" )
2. HERIS AKTIENGESELLSCHAFT Private Company Number 560021966 (hereinafter
referred to as "Heris" ) whose address for the purpose of this
agreement only is: 00 Xxxxxxxx Xxxxxx, Xxx Xxxx (hereinafter jointly
and severally referred to as "Federmann" ) of the one part
AND: KOOR INDUSTRIES LTD.
Public Company Number 520014143 of 00 Xxxxxxxxx Xxxxxx, Xxxx Xxxxxxxx Xxxx, Xxxx
Xx'xxxx 00000 (hereinafter referred to as "Koor" ) of the other part
(hereinafter referred to as the "parties" )
WHEREAS on 27 December 2004 Federmann Enterprises and Koor executed a share
transfer deed (hereinafter referred to as the "Xxxxxxxxx-Xxxx Deed" ), pursuant
to which it was agreed, inter alia , that Federmann Enterprises would sell and
transfer to Koor, in two stages, 4,000,000 (four million) ordinary shares
constituting, on the date of signing the Xxxxxxxxx-Xxxx Deed, approximately 9.8%
of the issued and paid-up share capital of Elbit Systems Ltd. (hereinafter
referred to as the "Company" ), all subject to and in accordance with the
provisions of the Xxxxxxxxx-Xxxx Deed;
WHEREAS on 30 March 2005 Federmann Enterprises and Koor agreed to extend Stage
"A" Completion Deadline (as such expression is defined in the Xxxxxxxxx-Xxxx
Deed);
WHEREAS on 18 April 2005 a further protocol was executed between Federmann
Enterprises and Koor pursuant whereto they agreed to extend certain deadlines
prescribed in the Xxxxxxxxx-Xxxx Deed (hereinafter referred to as the
"Protocol");
WHEREAS on 18 April 2005 Stage "A" of the Transaction (as such term is defined
in the Xxxxxxxxx-Xxxx Deed) was implemented and Federmann Enterprises sold and
transferred the Stage "A" Shares (as such term is defined in the Xxxxxxxxx-Xxxx
Deed) to Koor;
WHEREAS on 27 December 2004 the parties signed a shareholders' agreement that
entered into force on 18 April 2005 (hereinafter referred to as the
"Shareholders' Agreement" );
WHEREAS before the implementation of Stage "B" of the Transaction (as such term
is defined in the Xxxxxxxxx-Xxxx Deed prior to this Amendment), the parties
agree to reduce the quantity of Stage "B" Shares (as such term is defined in the
Xxxxxxxxx-Xxxx Deed, prior to this Amendment) being transferred and sold from
Federmann Enterprises to Koor, such that instead of 1,840,000 (one million eight
hundred and forty thousand) ordinary shares of the Company, Koor will purchase
from Federmann Enterprises, in Stage "B" of the Transaction, 1,000,000 (one
million) ordinary shares of the Company only, such that the total number of
shares Koor has purchased and shall purchase from Federmann Enterprises pursuant
to the provisions of the Xxxxxxxxx-Xxxx Deed, including the amendments thereto,
shall be 3,160,000 (three million one hundred and sixty thousand) ordinary
shares of the Company only;
WHEREAS the parties agree that the implementation of Stage "B" of the
Transaction (as such term is defined in the Xxxxxxxxx-Xxxx Deed) shall not be
subject to any condition precedent, and shall be implemented independently and
regardless of the Elbit-Koor Deed Stage "B" (as such term is defined in the
Xxxxxxxxx-Xxxx Deed), prior to its amendment pursuant hereto);
WHEREAS the parties accordingly wish to amend the Xxxxxxxxx-Xxxx Deed and the
Shareholders' Agreement, as set forth herein;
NOW, THEREFORE, IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. The recitals to this Amendment constitute an integral part hereof.
2. The terms and definitions adopted in this Amendment shall have the
meanings attributed to them in the Xxxxxxxxx-Xxxx Deed, after its
amendment pursuant hereto, unless expressly stated otherwise.
3. Each of the parties warrants and undertakes as follows:
3.1 that it is authorized to execute this Amendment and perform
its obligations pursuant hereto and that those signing this
Amendment on its behalf are legally authorized to bind it;
3.2 that there is no impediment at law and/or pursuant to its
incorporation documents and/or pursuant to any court order or
instruction and/or any contract and/or consent and/or
agreement to which it is a party to its executing this
Amendment and performing all its obligations pursuant hereto;
3.3 that it has all the approvals and consents required for the
purpose of executing and implementing this Amendment.
4. The parties agree to effect the amendments to the Xxxxxxxxx-Xxxx Deed,
as marked with revision marks on the Xxxxxxxxx-Xxxx Deed annexed hereto
as Xxxxxxxx "X0" and constituting an integral part hereof. In addition,
for the parties' convenience, a clean copy (without revision marks) of
the Xxxxxxxxx-Xxxx Deed, after its amendment pursuant hereto, is
annexed hereto as Xxxxxxxx "X0" . In the event of any conflict between
the provisions of Xxxxxxxx "X0" hereto and the provisions of Xxxxxxxx
"X0" hereto, only the provisions of Xxxxxxxx "X0" shall apply to and
bind the parties.
5. The parties agree to effect all the amendments in the Shareholders'
Agreement, as marked with revision marks on the Shareholders' Agreement
annexed hereto as Appendix "B1" and constituting an integral part
hereof. In addition, for the parties' convenience, a clean copy
(without revision marks) of the Shareholders' Agreement, after its
amendment pursuant hereto, is annexed hereto as Appendix "B2". In the
event of any conflict between the provisions of Appendix "B1" hereto
and the provisions of Xxxxxxxx "X0" hereto, only the provisions of
Xxxxxxxx "X0" shall apply to and bind the parties.
6. In the event of any contradiction between the provisions of the
Xxxxxxxxx-Xxxx Deed, the provisions of the Shareholders' Agreement and
the provisions of this Amendment, the provisions of the Amendment shall
prevail, unless expressly stated otherwise, provided that the
provisions of the Xxxxxxxxx-Xxxx Deed and the provisions of the
Shareholders' Agreement, that have not been expressly amended in this
Amendment and its appendices, shall remain unchanged. As witness
whereof the parties have duly executed this Amendment
(signed)
(signed) --------------------------------
-------------------------------
Koor Industries Ltd.
Federmann Enterprises Ltd.
By: Xxxxxxxx Xxxxxx,
Xxxxx BiranBy:
Xxxxxxx Xxxxxxxxx,
Dov Ninveh -----------------------------
----------------------------
(signed) --------------------------------
Heris Aktiengesellschaft
By: Xxxxxxx Xxxxxxxxx ----------------------------- Advocate's certificate
I, Xxxxxx Xxxxxx, Adv., hereby certify that Messrs Xxxxxxxx Xxxxxx and Xxxxx
Xxxxx, jointly, are authorized to sign, on behalf of Koor Industries Ltd., this
deed and the documents ancillary thereto or required for the object of
implementing it. (signed) ------------------------ Xxxxxx Xxxxxx, Adv.
Advocate's certificate
I, Xxxxxx Xxxxxxxx, Adv., hereby certify that Messrs Xxxxxxx Xxxxxxxxx and Dov
Ninveh, jointly, are authorized to sign, on behalf of Federmann Enterprises Ltd,
this deed and the documents ancillary thereto or required for the object of
implementing it. (signed) ------------------------ Xxxxxx Xxxxxxxx, Adv.
Advocate's certificate
I, Xxxxxx Xxxxxxxx, Adv., hereby certify that Xx. Xxxxxxx Xxxxxxxxx is
authorised to sign, on behalf of HERIS AKTIENGESELLSCH, this Deed and the
documents ancillary thereto or required for the object of implementing it.
(signed) ------------------------
Xxxxxx Xxxxxxxx, Adv.
