Exhibit 4.15
PLEDGE
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THIS PLEDGE is made on the 29th day of June, 2003, between the following
parties:
(1) ELBIT LTD., a company incorporated under the laws of Israel (company
registration number 52-002750-9), having its registered office at ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇-▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ("Elbit")
(2) BANK LEUMI LE-ISRAEL B.M., as trustee for the benefit of the Secured
Creditors ("the Trustee")
WHEREAS:
(A) the Participating Banks made certain loan facilities available to Partner
on the terms and subject to the conditions set out in the Facility
Agreement. One of those conditions was that Matbit Telecommunications
Systems Ltd. ("Matbit"), being, as at the date of the execution of the
Original Facility Agreement, a shareholder of Partner, grant to the Trustee
for the benefit of the Secured Creditors (including the Trustee) a
first-ranking pledge with respect, inter alia, to the Shares and the other
Pledged Assets, as security for the Secured Obligations, such pledge to be
held by the Trustee on trust for the Secured Creditors; and
(B) in connection therewith, Matbit created in favour of the Trustee (as
trustee for the benefit of the Secured Creditors (including the Trustee)),
certain first-ranking fixed pledges, including pledges ("the Matbit Share
Pledges") over, inter alia, the Shares, as security for the Secured
Obligations; and
(C) on July 17, 2002, Matbit resolved, in general meeting, pursuant to Section
319(2) of the Companies Ordinance [New Version], 1983, that Matbit be
voluntary wound-up and in connection with the winding-up of Matbit, there
was distributed to ▇▇▇▇▇.▇▇▇ ("▇▇▇▇▇.▇▇▇") (a shareholder of Matbit), inter
alia, the Shares pursuant to a share transfer dated December 2, 2002 (such
distribution being made subject to and in accordance with the Matbit Share
Pledges); and
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(D) pursuant to those terms of the Matbit Share Pledges that permit the
transfer of, inter alia, the Shares, ▇▇▇▇▇.▇▇▇ entered into a Share Pledge
dated December 2, 2002, a copy of which Share Pledge is annexed hereto as
Schedule A ("the ▇▇▇▇▇.▇▇▇ Share Pledge"), pursuant to which ▇▇▇▇▇.▇▇▇
created in favour of the Trustee (as trustee for the benefit of the Secured
Creditors (including the Trustee)) first-ranking fixed pledges over, inter
alia, the Shares and ▇▇▇▇▇.▇▇▇ undertook thereunder, inter alia, not to
sell, assign or otherwise transfer all or any of the Shares or other assets
pledged under the ▇▇▇▇▇.▇▇▇ Share Pledge unless: (a) such Shares and other
assets were sold, assigned or transferred subject to the first-ranking
pledges created pursuant to the ▇▇▇▇▇.▇▇▇ Share Pledge; and (b) the
transferee of such shares and other assets is duly and validly bound by,
inter alia, a pledge, mutatis mutandis, in the same form as the ▇▇▇▇▇.▇▇▇
Share Pledge and subject to compliance with the other conditions for such
sale, assignment and transfer as set out in the ▇▇▇▇▇.▇▇▇ Share Pledge; and
(E) the issued share capital of ▇▇▇▇▇.▇▇▇ consists of 99 ordinary shares of
nominal value NIS 1.00 each ("the ▇▇▇▇▇.▇▇▇ Ordinary Shares") and one
deferred share of a nominal value of NIS 1.00. Elbit is the holder of all
the ▇▇▇▇▇.▇▇▇ Ordinary Shares and is the only shareholder of ▇▇▇▇▇.▇▇▇ that
has the right and entitlement, upon the winding-up or liquidation of
▇▇▇▇▇.▇▇▇, to have distributed to it the assets of ▇▇▇▇▇.▇▇▇ and,
accordingly, Elbit is also the only shareholder of ▇▇▇▇▇.▇▇▇ that has the
right and entitlement, upon ▇▇▇▇▇.▇▇▇'s liquidation or winding-up, to have
transferred or distributed to it, inter alia, the Shares and other Pledged
Assets; and
(F) pursuant to a resolution of ▇▇▇▇▇.▇▇▇ in general meeting adopted on May 11,
2003 and passed in accordance with Section 319(2) of the Companies
Ordinance [New Version], 1983, it was resolved that ▇▇▇▇▇.▇▇▇ be
voluntarily wound-up and, in connection with such winding-up, the
liquidator of ▇▇▇▇▇.▇▇▇ has subsequently decided to distribute to Elbit
(such distribution being subject to the ▇▇▇▇▇.▇▇▇ Share Pledge as
aforesaid), inter alia, the Shares; and
(G) the Shares are subject to the pledges and charges created by ▇▇▇▇▇.▇▇▇ in
favour of the Trustee under the ▇▇▇▇▇.▇▇▇ Share Pledge, as aforesaid; and
(H) Elbit acknowledges that the Shares and other Pledged Assets have been
distributed to it subject to the first-ranking fixed pledges and charges in
favour of the Trustee (as trustee for the benefit of the Secured Creditors
(including the Trustee)) in accordance with the
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provisions of the ▇▇▇▇▇.▇▇▇ Share Pledge and Elbit confirms and agrees that
such Shares and other Pledged Assets shall remain so pledged, as security
for the Secured Obligations, and ▇▇▇▇▇.▇▇▇ is willing to reaffirm such
security and to grant in favour of the Trustee (as trustee for the benefit
of the Secured Creditors (including the Trustee)) a first-ranking fixed
pledge over the Pledged Assets as security for the Secured Obligations, all
in accordance with the terms of this Pledge below; and
(I) the Trustee is holding the benefit of this Pledge on trust for the Secured
Creditors in accordance with the terms of the Security Trust Deed; and
(J) the Trustee acknowledges that realisation of the pledge under this Pledge
is subject to the restrictions in relation to such realisation imposed
under the Licence, namely, that the prior written consent of the Minister
of Communications may be required prior to any such realisation.
1. INTERPRETATION
1.1. In this Pledge, the following terms have the meanings given to them in
this clause 1.1:
1.1.1. "Account Bank" - means the Trustee or such other
Israeli bank as the Trustee shall
direct from time to time in accordance
with clause 1.2.4 below;
1.1.2. "Business Day" - means a day on which banks are
generally open for business in
Tel-Aviv;
1.1.3. "Default Rate" - means the default rate of interest as
determined in clause 8.3 of the
Facility Agreement;
1.1.4. "▇▇▇▇▇.▇▇▇ Share Pledge" - shall have the meaning ascribed to
such term in paragraph (D) of the
recitals to this Pledge;
1.1.5. "Elbit Unutilised - means the Unutilised Cash Account (as
Cash Account" defined in the
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Facility Agreement) relevant to Elbit;
1.1.6. "Encumbrance" - means: (a) a mortgage, charge, pledge,
lien or other security interest
securing any obligation of any person,
(b) any arrangement under which money
or claims to, or the benefit of, a
bank or other account may be set-off
or made subject to a combination of
accounts so as to effect payment of
sums owed or payable to any person, or
(c) any other type of preferential
arrangement (including title transfer
and retention arrangements) having a
similar effect;
1.1.7. "Enforcement Event" - means the occurrence of any Event of
Default (as described in clause 17 of
the Facility Agreement, a copy of
which clause is annexed hereto as
Schedule B);
1.1.8. "Facility Agreement" - means the Facility Agreement dated
August 13, 1998 made between (1)
Partner as the Borrower; (2) ABN AMRO
Bank N.V., Bank Hapoalim B.M., the
Trustee, Chase Manhattan plc, and
Citibank, N.A. as the Arrangers; (3)
Chase Manhattan International Limited
and Bank Hapoalim B.M., as the
Facility Agents; (4) the Trustee as
Security Trustee; (5) Chase Manhattan
International Limited as Co-ordinating
Agent; and (6) the Banks; as such
agreement has been amended and
restated, inter alia, by an Amending
Agreement to the Facility Agreement
dated December 31, 2002, the banks
parties to the Facility Agreement as
at the date
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hereof being Bank Leumi Le-Israel
B.M., Israel Discount Bank Ltd., Bank
Hapoalim B.M., The First International
Bank of Israel Ltd., United Mizrahi
Bank Ltd., Mercantile Discount Bank
Ltd. and Citibank N.A.;
1.1.9. "Obligor" - means Partner and each Guarantor (as
such terms are defined in the Facility
Agreement);
1.1.10. "Optional Israeli Banks" - means Bank Hapoalim B.M., Israel
Discount Bank Ltd., the First
International Bank of Israel Ltd. and
United Mizrahi Bank Ltd.;
1.1.11. "Partner" - means Partner Communications Company
Ltd., a company incorporated in Israel
(registered number 52-004431-4);
1.1.12. "Pledged Assets" - means the Shares, Related Rights in
respect thereof, the Realisation
Account and the Shareholder Loans;
1.1.13. "Realisation Account" - means each account maintained from
time to time by Elbit for the purposes
of clause 7 at the main branch of the
Account Bank or such other branch of
the Account Bank as the Trustee may
from time to time approve;
1.1.14. "Receiver" - means a receiver, receiver and
administrator, an administrator or
similar such officer (whether
appointed provisionally, temporarily,
or otherwise and whether appointed
pursuant to this Pledge, pursuant to
any law, by a court or otherwise);
1.1.15. "Related Rights" - means in relation to the Shares, all
dividends or other moneys
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paid or payable in relation thereto
and all shares, warrants, securities,
rights, moneys or property accruing or
offered at any time in relation to the
Shares by way of redemption,
substitution, exchange, bonus,
pursuant to option rights or
otherwise; excluding all dividends or
other moneys received by Elbit by way
of Permitted Distributions;
1.1.16. "Reservations" - means the reservations listed in
Schedule C hereto;
1.1.17. "Secured Creditors" - means the Trustee, the Facility Agent,
the Arranger, the Participating Banks,
the Secured Interest Rate Hedge
Providers, Israel Discount Bank Ltd.,
in its capacity as issuer of the IDB
Performance Bond and any other persons
who shall have acceded to the Security
Trust Deed (other than a party which
has ceased to be a party thereto);
1.1.18. "Secured Obligations" - means all present and future
obligations and liabilities (whether
actual or contingent, whether owed
jointly or severally, or in any other
capacity whatsoever), of Partner and
any other Obligor to the Secured
Creditors (or any of them) under each
of the Facility Documents as well as
all amounts owed by Elbit under this
Pledge, together with all costs,
charges and expenses (including legal
fees) incurred by any Secured Creditor
in connection with the protection,
preservation or enforcement of its
respective rights under the Facility
Documents;
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1.1.19. "Security Period" - means the period beginning on the date
hereof and ending on the date upon
which the Trustee is reasonably
satisfied that: (a) none of the
Secured Creditors is under any
commitment, obligation or liability
(whether actual or contingent) to make
advances or provide other financial
accommodation to Partner or any other
Borrower under the Facility Documents;
and (b) all the Secured Obligations
which have arisen have been
unconditionally and irrevocably paid
and discharged in full or the security
hereby created has been
unconditionally and irrevocably
released and discharged by the
Trustee;
1.1.20. "Shareholder Loans" - means all rights of whatsoever nature
of Elbit under or in connection with
any Shareholder Loan Agreement,
excluding: (i) amounts of Shareholder
Loans given pursuant to the 2.7 Letter
by way of deposit in the Elbit
Unutilised Cash Account, so long as
such amounts are so deposited in such
account; and (ii) all moneys received
by Elbit with respect to such
Shareholder Loans by way of a
Permitted Distribution (as defined in
clause 16.14 of the Facility
Agreement);
1.1.21. "Shareholders'
Agreement" - means the relationship agreement
between the shareholders of Partner
dated October 10, 1999, or any other
agreement between the shareholders of
Partner replacing such agreement and
falling within the definition of
"Shareholders' Agreement" within the
meaning of such term in the Facility
Agreement;
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1.1.22. "Shares" - means 15,856,551 ordinary shares,
nominal value NIS 0.01 each in the
share capital of Partner, numbered
2,550,001-4,069,200;
7,117,401-8,904,800;
57,249,626-59,986,052; and
97,430,140-107,243,663 (inclusive),
all registered in the name of Elbit.
1.2.1. Unless otherwise defined in this Pledge, terms defined and references
construed in the Facility Agreement shall have the same meaning and
construction in this Pledge. References herein to clauses of the
Facility Agreement are references to clauses in the Amended and
Restated Facility Agreement (as may be amended, varied or supplemented
from time to time) attached as Exhibit 1 to the Amending Agreement to
the Facility Agreement dated December 31, 2002.
1.2.2. Any payment made under any Facility Document which is capable of being
avoided or otherwise set aside on liquidation or otherwise, shall, for
as long as such payment is capable of being avoided or set aside, not
be considered to have been irrevocably paid for the purposes of this
Pledge.
1.2.3. Unless otherwise stated, all references in this Pledge to this Pledge
or to any other agreement or document shall be construed as a
reference to this Pledge or such agreement or document as amended,
varied, assigned, novated or supplemented from time to time and any
reference to this Pledge or such other agreement or document shall,
unless otherwise stated, include any agreement or document affecting
such amendment, variation, assignment, novation or supplementation.
References to this Pledge shall include any agreement or document
entered into pursuant to or in accordance with the provisions hereof.
1.2.4. The Trustee shall be entitled to direct that any bank or financial
institution, other than itself, be the Account Bank; provided that,
such bank or financial institution is: (i) one of the Optional Israeli
Banks, or (ii) another Israeli bank or financial institution approved
by Elbit, which approval may not be unreasonably withheld, and further
provided that there shall not be more than one Account Bank at any
time. In the event of a direction by
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the Trustee as aforesaid, the amount (if any) standing to the credit
of the Realisation Account maintained with the Trustee or, if
applicable, a previous Realisation Account shall be transferred to the
corresponding Realisation Account maintained with the new Account Bank
forthwith upon such direction taking effect. Elbit hereby irrevocably
gives all authorisations and instructions necessary for any such
transfer to be made and shall do all such things as the Trustee may
reasonably request in order to facilitate any change of Account Bank
as may be directed by the Trustee, from time to time, or any transfer
of credit balances (including the execution of such bank's or
financial institution's standard terms of operation of account forms,
bank mandate forms and other standard forms necessary to open an
account) and the Trustee is hereby irrevocably constituted Elbit's
attorney to do any such things should Elbit fail to do so within 10
Business Days of being requested to do so by the Trustee.
1.2.5. The recitals and Schedules hereto form an integral part hereof.
1.2.6. Except as expressly provided, references to clauses, paragraphs and
Schedules shall be construed as references to clauses and paragraphs
of, and Schedules to, this Pledge.
1.2.7. References to any statutory provision or regulation shall be deemed to
include references to such statutory provision and/or regulation as
re-enacted, amended, supplemented, extended or replaced from time to
time (whether before or after the date of this Pledge) and are to
include any order, regulation or other subordinate legislation made
under or deriving validity from such statutory provision and/or
regulation.
1.2.8. Headings are inserted for convenience only and shall be ignored in
construing this Pledge.
1.2.9. References to "including" and "in particular" shall not be construed
restrictively but shall mean, "including, without prejudice to the
generality of the foregoing", "including, without limitation" and "in
particular, but without prejudice to the generality of the foregoing",
respectively.
1.2.10. References to "writing" include facsimile transmission legibly
received, except in relation to any certificate, notice, resolution or
other document which is expressly required by this Pledge to
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be signed in the original, and "written" has corresponding meaning.
1.2.11. Any consent, agreement or approval required from the Trustee under
this Pledge must be obtained in writing and shall be of no effect if
it is not in writing.
1.2.12. References to "this Pledge" shall, unless the context otherwise
requires, include also all other pledges and charges in favour of the
Trustee made pursuant to this Pledge.
2. PLEDGE AND CONFIRMATION
2.1. Elbit hereby acknowledges, confirms and agrees to the grants to and
settlement upon, and hereby reaffirms the grant and settlement to and
hereby grants to and settles upon, the Trustee, to hold same on trust
for the benefit of the Secured Creditors (including the Trustee), the
terms of such trust being as specified in the Security Trust Deed (an
agreement binding the Trustee and the Secured Creditors only), the
security interests and rights, including the pledges, assignments by
way of charge, other charges or other security interests or rights
created or to be created pursuant to, and in accordance with, the
provisions of this Pledge.
2.2.1. Elbit hereby acknowledges, confirms and agrees that the Pledged Assets
were acquired by it subject to the first-ranking fixed pledges and
charges under the Matbit Share Pledges and the ▇▇▇▇▇.▇▇▇ Share Pledge
as a continuing security for the full and punctual payment, discharge
and performance of all the Secured Obligations in accordance with the
Facility Documents and in accordance with Section 12 of the Pledges
Law, 1967 ("the Pledges Law") and Elbit hereby confirms, acknowledges
and agrees to the pledge and hereby reaffirms the pledge of and hereby
pledges, by way of a first-ranking fixed pledge (to the extent
applicable to the Shares) and hereby confirms, acknowledges and agrees
to the pledge and assignment, reaffirms the pledge and assignment and
hereby pledges and assigns, by way of charge as a first-ranking fixed
pledge and charge (to the extent applicable to all Related Rights
other than the Shares), in favour of the Trustee (as trustee for the
Secured Creditors) of the Shares and all Related Rights in respect
thereof and all right, title and interest of Elbit in connection
therewith, as a continuing security for the full and punctual payment,
discharge and performance of all the Secured
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Obligations in accordance with the Facility Documents and in
accordance with Section 12 of the Pledges Law. For the removal of
doubt, the Pledged Assets include also all rights of Elbit (as a
shareholder of Partner), whether under law and/or under the Memorandum
and Articles of Association of Partner, which derive from the Shares
or any Related Rights in respect thereof.
2.2.2. As a continuing security for the full and punctual payment, discharge
and performance of all the Secured Obligations in accordance with the
Facility Documents and in accordance with Section 12 of the Pledges
Law, Elbit hereby pledges and assigns, by way of charge, as a
first-ranking fixed pledge and charge, in favour of the Trustee (as
trustee for the Secured Creditors), all right, title and interest of
Elbit in connection with the Shareholder Loans.
For the avoidance of any doubt:
(A) Subject to (B) below, the Trustee and the Secured Creditors shall
not be entitled to claim or receive payment from Elbit in respect
of the Secured Obligations, or to have recourse to any of its
assets pursuant to this Pledge, except, solely and exclusively,
by way of realisation of the Pledged Assets pursuant to the
Pledges Law and to the extent only of the amounts, if any,
received from such realisation; provided that the Trustee and the
Secured Creditors shall be entitled to bring an application for
realisation or other relief under Section 21 of the Pledges Law,
only if such claim is not based on: (i) an alleged reduction or
loss in the value of the Shares or other Pledged Assets; or (ii)
an allegation of the existence of circumstances which constitute
an Enforcement Event (without reference to any cure period or
notice period); and
(B) nothing in this Pledge (including, without limitation, in (A)
above) shall derogate from the rights of the Trustee and the
Secured Creditors under any other Share Pledge which has been or
may be executed by Elbit from time to time.
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2.3. In order to secure the rights of the Trustee in respect of the Pledged
Assets, Elbit hereby undertakes as follows:
2.3.1. to deposit with the Trustee, upon the date of signature of this
Pledge:
(i) original share certificates in the name of Elbit in respect of
the Shares;
(ii) share transfer forms in respect of all the Shares, in the form
required under the Articles of Association of Partner, duly
executed by Elbit as transferor, and with the transferee, the
date and the consideration left blank;
2.3.2. to sign and deliver to the Trustee on the date of signature hereof all
documents as are necessary in the reasonable opinion of the Trustee,
for the purposes of registering the pledges hereby created with the
Registrar of Pledges and/or the Registrar of Companies, as applicable;
2.3.3. to procure that Partner sign on the date of signature hereof the
acknowledgment of the pledge and pledge and assignment by way of
charge (as the case may be) of the Pledged Assets pursuant to this
Pledge, appearing on the signature page of this Pledge;
2.3.4. promptly following the first request of the Trustee, to take all steps
as the Trustee may reasonably require so that the pledge or pledges
created hereunder or pursuant hereto shall be valid and binding
against other creditors of Elbit and to execute and/or deliver to the
Trustee any additional and/or new pledge or amendment of this Pledge
and any other documents as the Trustee shall reasonably require for
this purpose, including, to the extent reasonably required by the
Trustee, pledges with respect to any shares constituting Related
Rights in respect of the Shares, share certificates in respect of such
shares or other securities and share transfer forms, mutatis mutandis,
as referred to in clauses 2.3.1(i) and (ii) in respect of such shares
or other securities and notices of pledge and other documents required
to be deposited with the Registrar of Companies and Registrar of
Pledges in order to register any such other pledges.
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2.4. Without derogating from clause 2.3 above, Elbit hereby undertakes:
2.4.1. to execute promptly following the making by it of any Shareholder
Loans (to the extent the Trustee reasonably believes that the same
is not effectively pledged hereunder), a pledge in the same form,
mutatis mutandis, as this Pledge, in respect of such Shareholder
Loans; and
2.4.2. to take all the same steps, mutatis mutandis, to perfect the
aforesaid pledges as set out in clause 2.3 above.
2.5. Elbit shall not be entitled, and hereby waives any right pursuant to
Section 13(b) of the Pledges Law to redeem any pledge given hereunder,
provided that Elbit shall be entitled to redeem its pledges hereunder
only: (i) in the event that all the Secured Obligations are paid and
discharged in full in accordance with all the terms and conditions of
the Facility Agreement which would be applicable were the Obligors to
voluntarily prepay all the Secured Obligations in accordance with the
applicable provisions of the Facility Agreement and otherwise in
accordance with all the relevant Facility Documents, and (ii) if at
such time none of the Participating Banks is under any commitment,
obligation or liability (whether actual or contingent) under any of
the Facility Documents to make advances or provide other financial
accommodation to Partner or any other Obligor.
2.6. For the removal of doubt, nothing in this Pledge shall be construed as
prohibiting any amendment of the terms of any Shareholder Loan,
provided that following such amendment, such Shareholder Loan complies
with all applicable provisions of the Facility Documents.
3. REPRESENTATIONS AND WARRANTIES
Elbit, as at the date of the entering into of this Pledge, makes the
representations and warranties set out in clauses 3.1 to 3.11 below and
acknowledges that the Secured Creditors have entered into the Facility
Documents in reliance on those representations and warranties (in addition
to any other warranties and representations as set out in the Facility
Documents):
3.1. Elbit is a company limited by shares, duly incorporated under the laws
of Israel with power to enter into this Pledge and to exercise its
rights and perform its obligations hereunder and all corporate and
other action required to authorise its execution of this Pledge and
the performance by it of its obligations hereunder have duly been
taken.
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3.2. The obligations expressed to be assumed by Elbit in this Pledge are
legal and valid obligations binding on Elbit and enforceable in
accordance with the terms hereof, subject to the Reservations.
3.3. All the Shares are validly issued and fully paid-up.
3.4. No Receiver, liquidator or similar officer has been appointed with
respect to Elbit or any material part of its assets nor is it aware of
any petition or proceedings for such appointment pending.
3.5. The entering into of this Pledge (after its execution by all the
parties hereto) by Elbit and the exercise of Elbit's rights and
performance of Elbit's obligations hereunder do not and will not: (a)
(in circumstances or to an extent which will have a material adverse
effect on its ability to comply with its obligations under this
Pledge) conflict with any agreement, charge or other instrument or
document to which it is a party or which is binding upon it or any of
its assets, (b) conflict with its documents of incorporation or
constitutive documents, or (c) conflict with any applicable law,
regulation or official judicial order.
3.6. This Pledge confirms and creates those first-ranking pledges and
charges as set forth herein.
3.7. Elbit is the legal and beneficial owner of the Shares and any Related
Rights in respect thereof, free and clear of any Encumbrance (save for
the pledges confirmed and created pursuant to this Pledge) or other
rights of third parties of whatsoever nature (save for rights of
Shareholders pursuant to the Shareholders' Agreement or the Articles
of Association of Partner). Elbit is the legal and beneficial owner of
the Shareholder Loans, free and clear of any Encumbrance or other
rights of third parties of whatsoever nature, save for the pledges
created pursuant to this Pledge and the Share Pledges.
3.8. No person has any right or option to purchase the Shares or any of
them or any Related Rights in respect thereof or the Shareholder
Loans, except and to the extent set forth in the Shareholders'
Agreement.
3.9. There is no restriction or limit (whether under the Shareholders'
Agreement, Memorandum and Articles of Association of Partner or
otherwise) on the transfer or pledge of the Shares or the Shareholder
Loans pursuant to this Pledge or upon realisation of the pledges and
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charges hereunder, except as may be applicable under the Licence or
under applicable law.
3.10. No consent, approval, authorisation or other action by any party is
required to be obtained by or with respect to Elbit which has not been
obtained either: (i) for the pledges confirmed and created pursuant to
this Pledge or for the execution, delivery or performance of this
Pledge by Elbit, or (ii) for the realisation by the Trustee of the
rights or remedies provided in this Pledge, save for consents which
may be required under the Licence, save for the provisions of the
Pledges Law prescribing methods of realisation of pledges and save for
payment of stamp duty and registration requirements.
3.11. The copies of the Memorandum and Articles of Association of Partner
and of the Shareholders' Agreement delivered to the Facility Agent
pursuant to clause 3.1 of the Amending Agreement to the Facility
Agreement dated December 31, 2002 (in the case of the Memorandum and
Articles of Association of Partner) or pursuant to paragraph 18 of
Schedule 7 of the Amending and Rescheduling Agreement (in the case of
the Shareholders' Agreement) are, complete, accurate and updated in
all respects.
3.12. The representations and warranties set out in this clause 3 above are
made only on the date hereof.
4. CONTINUING SECURITY
4.1. The security over the Pledged Assets constituted by, and the
obligations of Elbit contained in, this Pledge shall constitute and be
continuing security and obligations notwithstanding any settlement of
account or other matter or thing whatsoever and shall not be
considered satisfied by any intermediate payment of all or any of the
obligations of Partner or any other Obligor under the Facility
Documents (or any of them) and shall continue in full force and effect
until the end of the Security Period.
4.2. Where any discharge (whether in respect of the obligations of Partner
or any other Obligor or of any security for any of the aforegoing
obligations or otherwise) is made in whole or in part or any
arrangement is made on the faith of any payment, security or other
disposition which is avoided, reduced or must be restored on
insolvency, liquidation or otherwise, the liability of Elbit under
this
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Pledge shall continue as if the discharge or arrangement had not
occurred.
4.3.1. No concession or compromise of any claim that any payment, security or
other disposition is liable to avoidance or restoration shall in any
way affect the security granted hereunder or Elbit's obligations
hereunder.
4.3.2. Neither the liability of Elbit under this Pledge nor the rights,
powers and remedies conferred on the Trustee in respect of Elbit under
this Pledge will be affected or waived by any of the acts, omissions,
circumstances, matters or things listed below, whether or not known to
Elbit or the Secured Creditors or the Trustee (or any of them), which,
but for this provision, would release or prejudice any of such
liability, rights, powers and remedies or prejudice or diminish such
liability, rights, powers and remedies in whole or in part:
(i) any time, waiver or other indulgence granted to, or composition
with, Partner, any Obligor or any other person;
(ii) any failure to exercise any right or remedy under any Facility
Document;
(iii) the single or partial exercise of any right under any Facility
Documents or of any other right or remedy;
(iv) the taking, variation, compromise, exchange, renewal or release
of, refusal or neglect to perfect, take up or enforce, any rights
against, or security over, assets of Partner or any other person
or any failure to realise the full value of any other security;
(v) any incapacity or lack of powers, authority or legal personality
of or dissolution or change in the members or status of, Partner
or any other person;
(vi) any variation (however fundamental) or replacement of a Facility
Document or any other relevant document or security or any
variation, waiver or release of any Secured Obligation;
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(vii) any unenforceability, illegality or invalidity of any obligation
of Partner or any other person under any Facility Document or any
other relevant document or security, to the intent that Elbit's
obligations under this Pledge shall remain in full force, and
this Pledge shall be construed accordingly, as if there were no
unenforceability, illegality or invalidity;
(viii) the winding-up, dissolution, administration or reorganisation
of Partner, any other Obligor or any other person or any change
in its status, function, control or ownership.
4.4. Elbit waives any right it may have of first requiring any Secured
Creditor and/or the Trustee to proceed against or enforce any other
rights or security or claim payment from Partner or any other person
before the enforcement by the Trustee of the security constituted
hereby.
4.5. Elbit shall not, and hereby waives any right to, by virtue of any
payment made, security realised or moneys received hereunder for or on
account of the liability of any other person:
4.5.1. be subrogated to or otherwise take the benefit of (whether in whole or
in part) any rights, security or moneys held, received or receivable
by the Trustee pursuant to this Pledge or be entitled to any right of
contribution or indemnity;
4.5.2. claim, rank, prove or vote as a creditor of any other person or its
estate; or
4.5.3. receive, claim or have the benefit of any payment, distribution or
security from or on account of any other person or exercise any right
of set-off as against any other person.
Elbit will hold in trust for and forthwith pay or transfer to the
Trustee any payment or distribution or benefit of security received by
it contrary to the above. If Elbit exercises any right of set-off
contrary to the above, it will forthwith pay an amount equal to the
amount set-off to the Trustee.
The foregoing in this clause 4.5 shall not prevent Elbit from: (i)
bringing a claim against Partner or any other Obligor, provided that:
(a) such a claim may be brought only after all the Secured
-18-
Obligations have been unconditionally and irrevocably paid and
discharged in full, and (b) there has been no realisation of all or
any part of the Pledged Assets or of all or any of the pledged assets
under any other Share Pledges; or (ii) bringing a claim against any
Shareholder.
4.6. This Pledge is in addition to, independent of, and is not in any way
prejudiced by, any other guarantee or security now or hereafter held
by the Trustee or any of the Secured Creditors in respect of any of
the Secured Obligations.
4.7. The rights and remedies provided by this Pledge are cumulative and are
not exclusive of any rights or remedies provided by law.
4.8. The obligations, warranties, representations, undertakings, agreements
and covenants of Elbit under this Pledge are in addition to, and shall
not be prejudiced or restricted by, nor shall they prejudice or
restrict, any obligations, warranties, representations, undertakings,
agreements or covenants in any other Facility Document.
Notwithstanding the foregoing, to the extent any provision of any
Facility Document (other than this Pledge) conflicts with the terms
hereof, the provisions of this Pledge shall prevail.
5. UNDERTAKINGS BY ELBIT
Elbit hereby undertakes to the Trustee:
5.1. not to sell, assign or otherwise transfer all or any of the Pledged
Assets unless: (i) such Pledged Assets are sold, assigned or
transferred subject to the first-ranking pledges confirmed and created
pursuant to this Pledge and in accordance with the provisions hereof;
(ii) such pledges over the aforesaid sold, assigned or transferred
Pledged Assets are duly registered and valid and have the same
priority as they would have had, had such transferee been the original
signatory of this Pledge and owner of the Pledged Assets, in place of
Elbit; (iii) all registrations or amendments to registrations and all
filings (including, of amended deeds of pledge) have been made which
are in the reasonable opinion of the Trustee required for the purposes
of (i) and (ii) above; (iv) the transferee of such Pledged Assets is
duly and validly bound by this Pledge or by another pledge, mutatis
mutandis, in the same form as this Pledge in respect of such Pledged
Assets as if the original signatory thereof in the place of Elbit and
such transferee is not an individual guarantor ("Arev Yachid") within
the meaning of the Guarantee Law, 1967 ("the Guarantee
-19-
Law"); (v) any such sale, assignment or transfer is permitted pursuant
to the Licence, or permission as required under the Licence has been
granted in relation thereto, and (vi) such sale, assignment or
transfer is permitted under the Facility Documents and all provisions
of the Facility Documents applicable in the case of such sale,
assignment or transfer of such Pledged Assets have been complied with.
At the request of Elbit, the Trustee undertakes promptly to carry out
all actions reasonably required to be carried out by it as the holder
of the pledges and charges created under this Pledge in order to
facilitate a sale, assignment or transfer permitted by, and made in
accordance with this clause 5.1 above;
5.2. not to pledge, charge or grant any other Encumbrances (of whatsoever
nature and howsoever ranking) in respect of or any other right or
interest in favour of any third party in relation to any of the
Pledged Assets (save for any transfer permitted by, and made in
accordance with, the provisions of this Pledge);
5.3. at any time and from time to time upon the written request of the
Trustee, promptly to execute and deliver to the Trustee any and all
such further notices, instruments and documents as the Trustee may
deem reasonably necessary for it to obtain valid and enforceable
first-ranking pledges as contemplated under this Pledge and to obtain
the full benefit of the rights and powers herein granted;
5.4. to notify the Trustee promptly in any case where attachment is levied,
or execution proceedings are instituted against, or a Receiver is
appointed over, or any similar act occurs or any similar proceedings
are instituted in respect of, the Pledged Assets or any part thereof
and to notify the third party who initiated or requested the same or
any Receiver appointed of the existence of the pledges herein
contained in favour of the Trustee, and to take, within 10 days of
such attachment, execution proceedings, appointment of Receiver or
similar act or proceedings as aforesaid, all necessary measures at the
expense of Elbit for the discharge or cancellation of the same as soon
as practicable;
5.5. to pledge in favour of the Trustee all Related Rights of whatsoever
nature and whenever acquired by it, all in accordance with the
provisions of clause 2 above;
5.6. not, after the date hereof, to acquire any Related Rights nor to make
any Shareholder Loans, unless Elbit is the legal and beneficial owner
of such Related Rights or Shareholder Loans free and clear of any
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Encumbrance (save for the pledges confirmed and created pursuant to
this Pledge);
5.7. to oppose any change in the Memorandum and/or Articles of Association
of Partner which will amend or derogate from the provisions of Article
10.13 of the Articles of Association in force as at the date of this
Pledge or in any way lead to any restrictions whatsoever on the
ability of the Trustee to realise its rights under this Pledge;
5.8. to procure that no Affiliate of Elbit shall grant to Partner any
Shareholder Loan, unless such Affiliate shall prior thereto have taken
all steps as reasonably required by the Trustee to pledge its rights
in respect thereof in favour of the Trustee (for the benefit of the
Secured Creditors) in accordance with a pledge, in mutatis mutandis,
the same form as this Pledge (to the extent relating to Shareholder
Loans) and such Affiliate shall have taken all steps reasonably
required by the Trustee to perfect such pledge.
6. DEFAULT AND REALISATION
6.1. Upon, and only upon, the occurrence of an Enforcement Event which is
continuing and a declaration in accordance with clause 17.25(c) or (d)
of the Facility Agreement that all the Advances are payable on demand
or immediately due and payable, the Trustee shall, provided that the
Trustee shall have given Elbit the Required Prior Notice (as defined
below), be entitled to realise its rights under this Pledge, including
the realisation and sale of the Pledged Assets, in whole or in part,
whether by the appointment of a Receiver and/or by the Israeli
Execution office and/or by order of court and/or whether by any other
method permitted under the Pledges Law, as the Trustee shall see fit
and to apply the proceeds thereof on account of the Secured
Obligations, all without the Trustee first being required to realise
any other guarantee or collateral or other securities, if such be held
by the Trustee. For the purposes of this clause 6.1, "the Required
Prior Notice" shall mean: (i) 20 Business Days' prior notice, in the
event that all the Advances have been declared payable on demand
pursuant to clause 17.25(c) of the Facility Agreement, or (ii) 10
Business Days' prior notice, in the event that the Advances have been
declared immediately due and payable, whether, for the removal of
doubt, pursuant to clause 17.25(c) or (d) of the Facility Agreement;
provided that (for the removal of doubt), if, prior to the expiry of
20 Business Days following the date of a notice as referred to in (i)
above (an "On Demand Notice"), a notice is
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given as referred to in (ii) above (an "Immediately Due Notice"),
then: (a) in the event that more than 10 Business Days has elapsed
between the date of the On Demand Notice and the date of the
Immediately Due Notice, the Required Prior Notice shall be 20 Business
Days from the date of the On Demand Notice, and (b) in the event that
less than 10 Business Days has elapsed between the date of the On
Demand Notice and the date of the Immediately Due Notice, the Required
Prior Notice shall be 10 Business Days from the date of the
Immediately Due Notice. In realising its rights as aforesaid, the
Trustee shall be required to observe all the requirements of the
Licence in relation to such realisation, including the requirements of
clause 22 of the Licence that if any such realisation shall cause a
variation in the ownership of 10% or more of any means of control (as
defined in the Licence) of Partner, such realisation may not be
effected unless the prior written consent of the Minister of
Communications has been obtained.
6.2. Any and all sums to be received from the realisation of the Pledged
Assets or any part thereof, shall be applied in the following order of
priority:
6.2.1. firstly, to the discharge of all the costs, fees and expenses incurred
and which may be incurred in connection with the collection of the
Secured Obligations, including the costs, fees and expenses referred
to in clause 7.2 below and the costs and remuneration of a Receiver,
if applicable, in such amount as shall be reasonably prescribed by the
Trustee or approved by the court or the Israeli Execution Office or
any other competent authority;
6.2.2. secondly, in or towards payment of the Secured Obligations, or such
part of them as is then due and payable, all in accordance with clause
23 of the Facility Agreement;
6.2.3. thirdly, subject to clause 7, in payment of the surplus (if any) to
Elbit,
or in such other order as the Trustee shall determine among the
paragraphs of clause 6.2.
6.3. The Trustee shall be exempt from taking any action whatsoever in
connection with any Pledged Assets. The Trustee shall not be liable
for any loss or damage which may be caused as a result of the exercise
or purported exercise of the powers, authorities, rights or
-22-
discretions vested in the Trustee in accordance with this Pledge or
otherwise caused in connection herewith (other than, and to the extent
of, any such loss or damage which resulted from the gross negligence
or wilful misconduct (including wilful omission) of the Trustee) and
Elbit undertakes to indemnify the Trustee in any event that the
Trustee is sued for any such loss or damage by others or in respect of
any other matter or thing done or omitted to be done by the Trustee
(in each such case, other than, and to the extent of, any such loss or
damage which resulted from the gross negligence or wilful misconduct
(including wilful omission) of the Trustee).
7. CONTINGENCIES
7.1. If the Trustee realises the security constituted by this Pledge
(whether by the appointment of a Receiver or otherwise) at a time when
the Secured Obligations (or any part thereof) shall not have fallen
due under the Facility Documents (but at a time when amounts may
become so due or are contingently due), the Trustee shall pay the
proceeds of any recoveries if, to the extent applicable, not otherwise
applied under clauses 6.2.1 and 6.2.2, into a Realisation Account or
Realisation Accounts with the Account Bank in the name of Elbit, which
Realisation Accounts shall be charged by way of a first-ranking fixed
charge in favour of the Trustee (for the benefit of the Secured
Creditors) as security for the full discharge of the Secured
Obligations. Elbit hereby undertakes to execute all such documents as
the Trustee shall reasonably require in order to create and perfect
such charges over the Realisation Accounts as aforesaid.
7.2. The Trustee may withdraw amounts standing to the credit of the
Realisation Accounts to:
7.2.1. meet all costs, fees, charges and expenses incurred and payments
made by the Trustee (or any Receiver) in the course of the
enforcement of this Pledge;
7.2.2. pay remuneration to any Receiver in respect of the realisation of
this Pledge as and when the same becomes due and payable; and
7.2.3. meet amounts due and payable by Partner or any other Obligor under
the Facility Documents as and when the same become due and payable,
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in each case, together with interest thereon at the Default Rate from
the date the same become due and payable until the date the same are
unconditionally and irrevocably paid and discharged in full.
7.3. Amounts standing to the credit of each Realisation Account shall bear
interest at the Account Bank's rate of interest for similar (if any)
deposits in the relevant currency from time to time.
7.4. Elbit will not be entitled to withdraw any moneys (including interest)
standing to the credit of any Realisation Account until the expiry of
the Security Period.
8. BOOKS OF ACCOUNTS
8.1. Elbit confirms that the respective books, accounts and entries of the
Trustee and of the Facility Agent shall be deemed to be correct and
shall, in the absence of manifest or proven error, be prima facie
evidence for or against Elbit in all their particulars.
8.2. A certificate by the Trustee or any Facility Agent setting out the
amount of any Secured Obligation shall, in the absence of manifest or
proven error, be prima facie evidence of such amount for or against
Elbit.
9. COSTS, EXPENSES AND INTEREST
9.1. Elbit shall cooperate with the other shareholders of Partner to
procure, in its capacity as a Shareholder, that Partner shall, from
time to time, on the demand of the Trustee, reimburse the Trustee for
all reasonable costs and expenses submitted to Partner supported by
appropriate evidence thereof (including legal fees but excluding any
charges for management time) together with any VAT thereon incurred by
the Trustee in connection with the negotiation, preparation and
execution of this Pledge (and any amendments thereto) and the
completion of the transactions herein contemplated, including the
registration of each pledge herein created or contemplated hereby,
subject to any limits agreed from time to time between Partner and the
Trustee, as well as all costs of stamping and registering this Pledge
and/or any other document ancillary hereto and/or to be entered into
hereunder.
9.2. Elbit shall (in its capacity as a shareholder) cooperate with the
other shareholders of Partner to procure that Partner shall, from time
to time on demand of the Trustee, reimburse the Trustee for all costs
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and expenses (including legal fees) together with any VAT thereon
incurred in or in connection with the preservation and/or enforcement
of any of the rights of the Trustee under this Pledge or otherwise in
connection with any claims or proceedings in relation to this Pledge.
9.3. The Trustee and every Receiver and any attorney, agent or other person
appointed by the Trustee, any such Receiver or the court in connection
with this Pledge shall be entitled to be indemnified out of the
Pledged Assets in respect of all liabilities and expenses properly
incurred by them in the execution of any of the powers, authorities or
discretions vested in them pursuant hereto and/or by law and against
all actions, proceedings, costs, claims and demands in respect of any
matter or thing done or omitted pursuant to this Pledge in any way
relating to the Pledged Assets (except that resulting from gross
negligence or wilful misconduct (including wilful omission) by the
Trustee, Receiver or any such other person) and the Trustee may retain
and pay all sums in respect of the same out of any moneys received
under the powers hereby conferred.
9.4. In the event that the Trustee issues proceedings against Elbit for the
payment of any amount due or to become due to the Trustee pursuant to
this Pledge, the Trustee shall be entitled to claim in respect of the
period from the issue of the proceedings until full payment thereof,
interest at the Default Rate.
10. FURTHER ASSURANCES
Elbit shall at its own expense execute and do all such acts and things as
the Trustee may from time to time reasonably require in order to perfect or
protect the security intended to be created hereby over the Pledged Assets
or any part thereof or facilitate the realisation of the Pledged Assets or
any part thereof or exercise of all powers, authorities and discretions
vested in the Trustee or any Receiver of the Pledged Assets or any part
thereof, all in accordance with this Pledge and applicable law. To that
intent, Elbit shall in particular execute all pledges, share transfer
forms, other transfers and assignments of the Shares, Related Rights or
other rights as may, in each such case, be reasonably required by the
Trustee and give all notices (including notices of all assignments made by
Elbit hereunder), orders and directions and make all registrations which
may be reasonably required by the Trustee.
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11. DELEGATION BY TRUSTEE
The Trustee may at any time and from time to time delegate by power of
attorney or in any other manner to any person or persons all or any of the
powers, authorities and discretions exercisable by the Trustee under this
Pledge. Any such delegation may be made upon such terms and subject to such
regulations as the Trustee may think fit, provided that nothing in this
clause 11 shall confer upon the Trustee the power to allow any delegate to
sub-delegate any such rights, powers, authorities and discretions. The
Trustee shall not be in any way liable or responsible to Elbit, any Secured
Creditor or any other person for any loss or damage arising from any
default, omission, misconduct or negligent act on the part of any such
delegate, save where such loss or damage arises due to the wilful
misconduct (including wilful omission) or wilful default or gross
negligence of such delegate and the Trustee is considered by a final
decision of a court to have been grossly negligent in its delegation to the
delegate concerned.
12. POWER OF ATTORNEY
Solely for the purposes of securing the due performance of Elbit's
obligations under or pursuant to this Pledge, Elbit hereby irrevocably
appoints the Trustee and every delegate, as referred to in clause 11, to be
its attorney acting severally, and on its behalf and in its name or
otherwise to execute and do all such acts and things which Elbit expressly
ought to do under the covenants and provisions contained in this Pledge
(including to make any demand upon, or to give any notice or receipt in
connection with, any Shareholder Loan and/or to execute, deliver and
register any pledges, charges, assignments or other security) and,
generally, in its name and on its behalf to exercise all or any of the
powers, authorities and discretions expressly conferred by or pursuant to
this Pledge or by law on the Trustee or any such delegate and (without
prejudice to the generality of the foregoing) to perfect any security
granted hereunder or pursuant hereto. The Trustee or any delegate as
aforesaid shall only exercise such power of attorney if Elbit fails to
perform all or any of the acts or obligations which are expressly required
to be performed by it under this Pledge within 3 Business Days of being
required to so perform any such act or obligation, or earlier in the event
that in the reasonable opinion of the Trustee the rights of the Trustee
under this Pledge may be prejudiced by the delay.
-26-
13. WAIVER BY ELBIT
Subject to and without derogating from any other provisions of this Pledge
which exclude the application of, or constitute a waiver by Elbit of,
certain defences or rights under the Guarantee Law (which defences or
rights would, but for such provisions, have been available to Elbit):
13.1. Elbit hereby waives all rights and defences under Sections 2, 4-6
inclusive, 8-11 inclusive and 13-17 inclusive of the Guarantee Law and
confirms that such provisions of the Guarantee Law shall not apply to
this Pledge;
13.2. Elbit shall be entitled to rely on Section 7 of the Guarantee Law, to
the extent applicable; and
13.3. Elbit shall be entitled to rely on Section 12 of the Guarantee Law, to
the extent applicable, but only in the event that: (i) all the Secured
Obligations have been unconditionally and irrevocably paid and
discharged in full; (ii) there has been no realisation of all or any
part of the Pledged Assets or of all or any of the pledged assets
under any other Share Pledge; (iii) the Trustee shall have received
written instructions and undertakings executed by all the Shareholders
who have paid amounts on account of the Secured Obligations and are
entitled to rely on Section 12, detailing the names of the
Shareholders to whom the relevant security interests should be
transferred and undertaking to indemnify the Trustee and the Secured
Creditors against any claims, losses, damages, expenses, costs,
charges, liability or proceedings which may be brought, made or
preferred against, or suffered, incurred or sustained by, the Trustee
or any Secured Creditor in relation to, in connection with, or arising
out of, the transfer of security interests as aforesaid; and (iv) all
consents, approvals, authorisations and permits necessary under the
Licence, under law or under contract in order to perform such transfer
have been obtained and there is no impediment under the Licence, law
or contract to such transfer.
14. REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on the part of the
Trustee or Elbit of any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right of remedy
prevent any further or other exercise thereof or the exercise of any other
right or remedy.
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15. PARTIAL INVALIDITY
If, at any time, any provision hereof is or becomes illegal, invalid or
unenforceable in any respect or any of the security intended to be created
by or pursuant to this Pledge is ineffective, neither the legality,
validity or enforceability of the remaining provisions hereof or the
effectiveness of any of the remaining such security, shall in any way be
affected or impaired thereby.
16. COUNTERPARTS
This Pledge may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
17. NOTICES
17.1. Each communication to be made hereunder shall be made in writing and,
unless otherwise stated, shall be made by facsimile, telex or letter.
17.2. Any communication or document to be made or delivered by one person to
another pursuant to this Pledge shall (unless that other person has by
15 Business Days' written notice to the other specified another
address) be made or delivered to that other person at the address
identified with its signature below and shall be deemed to have been
made or delivered when despatched and confirmation of receipt by the
intended recipient has been received (in the case of any communication
made by telex or fax) or (in the case of any communication made by
letter) when left at that address or (as the case may be) 5 Business
Days after being deposited in the postage prepaid in an envelope
addressed to it at that address provided that any communication or
document to be made or delivered to the Trustee shall be effective
only when received by the Trustee and then only if the same is
expressly marked for the attention of the department or officer
identified with the Trustee's signature below (or such other
department or officer as the Trustee shall from time to time specify
for this purpose):
17.2.1. to Elbit: ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇-▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Facsimile: 03 607 5556
Attention: Tal Raz
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17.2.2. to the Trustee: ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇▇
▇▇▇▇▇▇
Facsimile: 03 514 9017
Attention: Corporate Division, Head of
Communications Sector
with a copy to: Stuart Gnessen, Adv.
▇▇ ▇▇▇▇ ▇▇'▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇▇
▇▇▇▇▇▇
Facsimile: 03 514 9433
18. ASSIGNMENT
Elbit hereby irrevocably and unconditionally consents to the Trustee being
able, at any time, without any further consent being required from Elbit,
to assign this Pledge and its rights and/or obligations arising thereunder
in whole to any Optional Israeli Bank or other Israeli bank approved by
Partner (which approval shall not be unreasonably withheld) which is
appointed in accordance with the provisions of the Security Trust Deed, to
act, in place of the Trustee, as trustee for the benefit of the Secured
Creditors and any such assignee may also reassign the said rights as
aforesaid to an Optional Israeli Bank or any other Israeli bank approved as
aforesaid without any further consent being required from Elbit. Such
assignment may be effected by endorsement on this Pledge or in any other
way the Trustee or any subsequent assignor deems fit.
19. GOVERNING LAW
This Pledge shall be governed by, and construed in accordance with, the
laws of the State of Israel.
20. JURISDICTION
Elbit hereby irrevocably nominates the courts of Tel-Aviv as the place of
jurisdiction for all purposes connected with this Pledge, but without
prejudice to the right of the Trustee to institute proceedings against
Elbit in connection with this Pledge in any other competent court in Israel
or (in the event that Elbit or any successor becomes incorporated outside
of Israel or any of the Pledged Assets are situated outside of Israel)
outside of Israel.
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21. TERMINATION
For the removal of doubt, this Pledge shall terminate upon the expiry of
the Security Period.
22. NO AMENDMENT
This Pledge shall not be amended, modified or altered unless the written
consent of all parties hereto to such amendment, modification or alteration
has been obtained.
IN WITNESS WHEREOF the parties have signed this Pledge on the date written at
the beginning of this document.
for: ELBIT LTD. for: BANK LEUMI LE-ISRAEL B.M.
By: /s/ Tal Raz By: /s/ Stuart Gnessen
------------------ ----------------------------
Title: Director Title: Legal Advisor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------ ----------------------------
Title: Director Title: CRM
We, the undersigned, Partner Communications Company Ltd., acknowledge the
pledges created pursuant to the above pledge of the Pledged Assets (as such term
is defined in the above Pledge).
for: PARTNER COMMUNICATIONS
COMPANY LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Title: CEO
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------
Title: CFO
