Exhibit (c)(2)
TRANSLATION FROM HEBREW
January 7, 1999
Discount Investment Corporation
00 Xxxx Xx'Xxxxxx Xxxx
Tel Aviv
Dear Sirs,
Re: ASSIGNMENT OF RIGHTS AND OBLIGATIONS
In accordance with and subject to section 4 of the Private Placement
Agreement dated October 15, 1998, between IDB Development Corporation Ltd.
("IDBD") and Discount Investment Corporation Ltd. ("DIC"), IDBD hereby
assigns to DIC, without additional consideration, the rights and obligations
referred to in the abovementioned section 4, including its rights and
obligations in connection with the merger offer submitted by IDBD to PEC
Israel Economic Corporation ("PEC") and in connection with the Merger
Agreement ("Merger Agreement") dated December 15, 1998, between IDBD, PEC and
PEC Acquisition Corporation (the "Subsidiary").
For the removal of doubt, and in accordance with section 7.05 of the Merger
Agreement (but subject to sections 4 and 16 of the Private Placement
Agreement), it is hereby clarified that from the date of signing this
assignment letter no obligations will apply to IDBD in connection with the
Merger Agreement, and IDBD will not have any rights in connection with the
Merger Agreement.
IDBD will transfer without consideration on the date of signing this
assignment letter all of its shares of the Subsidiary. In connection
therewith IDBD declares that all the representations and undertakings in
section 3.07 of the Merger Agreement relating to the Subsidiary are correct
as of the date of this assignment and share transfer letter.
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IDB Development Corporation Ltd.
(signed)
By:
Xxxxxx Xxxxxx, Corporate Secretary
Xxxx Xxxxx, Controller
XXX xxxxxx accepts the assignment of the rights and obligations being the
subject matter of this letter.
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Discount Investment Corporation Ltd.
(signed)
By:
