UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Matav-Cable Systems Media Ltd.
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(Name of Issuer)
Ordinary Shares (par value New Israeli Shekel 1.00 per share)
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(Title of Class of Securities)
576561 10 4
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(CUSIP Number)
Leora Pratt Levin, Adv.
Delek Group Ltd.
7 Giborei Israel Street
Industrial Zone (South)
Netanya 42504, Israel
+972-9-863-8488
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box ?.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
13D
CUSIP No. 576561 10 4
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1 NAMES OF REPORTING PERSONS: Delek Investments & Properties Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Not applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF *
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 12,088,618 **
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
12,088,618 **
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,088,618 **
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% **
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14 TYPE OF REPORTING PERSON*
CO
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* See Item 3.
** See Item 5.
13D
CUSIP No. 576561 10 4
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1 NAMES OF REPORTING PERSONS: Delek Group Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC *
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,088,618 **
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
10 SHARED DISPOSITIVE POWER
12,088,618 **
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,088,618 **
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% **
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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* See Item 3.
** See Item 5.
13D
CUSIP No. 576561 10 4
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1 NAMES OF REPORTING PERSONS: Itshak (Tshuva) Sharon
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A *
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,088,618 **
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
12,088,618 **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,088,618 **
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% **
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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* See Item 3.
** See Item 5.
Item 1. Security and Issuer
This Schedule 13D relates to Ordinary Shares, par value NIS 1.00 each
(the "Ordinary Shares"), of Matav-Cable Systems Media Ltd., an Israeli company
(the "Company" or "Matav") whose principal executive offices are located at 42
Pinkas Street, North Industrial Park, P.O. Box 13600, Netanya 42134, Israel.
Item 2. Identity and Background.
(a), (b), (c), (f) This Schedule 13D is filed by Delek Investments &
Properties Ltd. ("Delek Investments"), Delek Group Ltd.
("Delek Group") and Mr. Itshak (Tshuva) Sharon (together with Delek Investments
and Delek Group, the "Reporting Persons").
Delek Investments is a private company incorporated under the laws
of the State of Israel and is a wholly owned subsidiary of Delek Group. Its
principal business is investments in the fields of automobiles import and
distribution, communications, infrastructure, chemistry and oil and gas
exploration.
Delek Group is a company incorporated under the laws of the State of
Israel, whose shares are listed on the Tel Aviv Stock Exchange. Approximately
78.6% of Delek Group's outstanding shares is owned by Mr. Itshak (Tshuva)
Sharon, through two private companies wholly owned by him, and the remainder is
held by the public. The principal business of Delek Group is holding investments
in companies, predominantly companies located in Israel, operating mainly in the
fields of manufacturing and distribution of petroleum derivatives (including
operating gas stations), automobiles import and distribution, communications,
energy, infrastructure (including water desalination), real estate and oil and
gas exploration.
Mr. Itshak (Tshuva) Sharon is an Israeli citizen and the controlling
shareholder of Delek Group. He is a businessman.
The address of the principal offices of each of the Reporting
Persons is 7 Giborei Israel Street, Industrial Zone (South), Netanya 42504,
Israel.
The name, business or residential address, citizenship, principal
occupation or employment and name, address and principal business of such
employer of each executive officer and director of Delek Investments and Delek
Group are set forth in Appendix A and B hereto, respectively, which are
incorporated herein by reference.
(d), (e) None of the Reporting Persons, nor to the best of their knowledge, any
of the persons listed on Appendix A and B, has been, during the last five years
(1) convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), or (2) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amounts of Funds or Other Consideration
From February 25, 2004 through December 30, 2004, Delek Investments
purchased an aggregate of 12,088,618 Ordinary Shares in a series of
transactions, as described in Item 5 below. The aggregate purchase price of such
12,088,618 Ordinary Shares was approximately $97.4 million, all of which amount
was paid by Delek Investments from Delek Group, which, in turn, provided such
funds from its working capital.
Item 4. Purpose of the Transaction.
On January 19, 2004, Dankner Investments Ltd., an Israeli
company ("Dankner"), and Delek Investments entered into an agreement, pursuant
to which: (1) Delek Investments will purchase from Dankner 5,433,685 Ordinary
Shares, representing approximately 18.0% of the outstanding Ordinary Shares, in
consideration for approximately $43.5 million (approximately $8.00 per Ordinary
Share), and (ii) Dankner will grant to Delek Investments an option, exercisable
within two years, to purchase from Dankner an additional 604,078 Ordinary
Shares, representing approximately 2.0% of the outstanding Ordinary Shares, at
the same price per share (the "Option"). In addition, Delek Investments agreed
to provide a loan to Dankner in the amount of approximately $4.8 million for a
period of up to two years. The transaction was subject to the fulfillment of a
number of conditions, including the approval of the Israeli Ministry of
Communications and the Israeli Cable Council, to the extent required. On
February 25, 2004, Delek Investments completed the transaction and acquired
5,433,685 Ordinary Shares, constituting approximately 18.0% of the outstanding
Ordinary Shares.
In May 2004, the controlling shareholders of Dankner entered into an
agreement with Delek Real Estate Ltd., an Israeli private company ("Delek Real
Estate"), an affiliate of Delek Investments and a majority owned subsidiary of
Delek Group, for the purchase of 87.5% of the issued share capital of Dankner.
This transaction was completed on August 11, 2004.
On September 2, 2004, Delek Investments exercised the Option and
Dankner sold 604,078 Ordinary Shares to Delek Investments at a price per share
of approximately $8.00, and at an aggregate price of approximately $4.8 million
(by waiver of the loan referred to above in the principal amount of $4.8 million
and accrued interest thereon in the amount of approximately $169,000). As a
result of this transaction, Delek Investments held, as of September 2, 2004,
6,037,763 Ordinary Shares, constituting approximately 20.0% of the outstanding
Ordinary Shares.
In November 2004, Delek Real Estate commenced a tender offer in
Israel to purchase all of the shares of Dankner not already owned by it. As a
result of this transaction, which was completed on November 25, 2004, Dankner
Investments became a private company, wholly owned by Delek Real Estate.
On December 30, 2004, Dankner sold 6,050,855 Ordinary Shares, the
remainder of its Ordinary Shares, to Delek Investments at a price per share of
NIS 35.28 (approximately $8.1), and at an aggregate price of approximately NIS
213.5 million (approximately $49.1 million). As a result of this transaction,
Delek Investments holds an aggregate of 12,088,618 Ordinary Shares, constituting
approximately 40.0% of the outstanding Ordinary Shares.
The 12,088,618 Ordinary Shares purchased by Delek Investments were
acquired for investment purposes. The Reporting Persons intend to review on a
continuing basis their investment in the Ordinary Shares and take such actions
with respect to such investment as they deem appropriate in light of the
circumstances existing from time to time. Such actions could include, among
other things, purchasing additional Ordinary Shares by acquiring such Ordinary
Shares in open market transactions, in negotiated transactions or otherwise, and
discussing with the Company's management or other significant holders of the
share capital matters related to the Company, including but not limited to,
means of enhancing shareholder value. The Reporting Persons could also determine
to dispose of the Ordinary Shares, in whole or in part, at any time, subject to
applicable laws, by sale of such Ordinary Shares in open market transactions, in
negotiated transactions or otherwise. The Reporting Persons may in the future
also determine to take any other available course of action, which could involve
one or more of the types of transactions or have one or more of the results
described in clauses (a) through (j) of the Form Schedule 13D or otherwise
change their investment intent. Notwithstanding anything contained herein to the
contrary, the Reporting Persons specifically reserve the right to change their
intentions at any time with respect to any or all of such matters, as they deem
appropriate. In reaching any decision as to their course of action (as well as
to the specific elements thereof), the Reporting Persons currently expect that
they would take into consideration a variety of factors, including, but not
limited to, the Company's financial condition, business, operations and
prospects, other developments concerning the Company and the business in which
it operates generally, other business opportunities available to the Reporting
Persons, other developments with respect to the business of the Reporting
Persons, general economic conditions and money and stock market conditions,
including the market price of the securities of the Company, and other relevant
factors.
Item 5. Interest in Securities of the Issuer.
The information given hereinbelow is based on 30,220,476 Ordinary Shares
outstanding as of January 6, 2004, based on information received from the
Company.
(a), (b) As of the date of this Schedule 13D, Delek Investments owns directly
12,088,618 Ordinary Shares, which constitute approximately 40.0% of the
outstanding Ordinary Shares.
Based on the foregoing, Delek Investments, Delek Group (by reason of
its control of Delek Investments) are, and Mr. Itshak (Tshuva) Sharon (by reason
of his control of Delek Group) may be deemed, the beneficial owners of, and may
be deemed to share the power to vote and dispose, 12,088,618 Ordinary Shares,
amounting, in the aggregate, as of January 6, 2004, to 40.0% of the outstanding
Ordinary Shares.
Except as described above, none of the Reporting Persons, nor to the
best of their knowledge, any of the persons listed in Appendix A and Appendix B
hereto beneficially owns Ordinary Shares other than through their holdings in
Delek Group.
(c) Except as set forth in Item 4 above, which is incorporated herein by
reference, none of the Reporting Persons, nor, to the best of their knowledge,
any of the persons listed in Appendix A and Appendix B hereto, has effected any
transaction in the Ordinary Shares since February 25, 2004.
(d) The information set forth in Item 6 hereof is incorporated herein by
reference.
(e) Not applicable.
Item 6. Contracts, Arrangements or Relationships With Respect to Securities of
the Issuer.
In connection with the general credit lines that Bank Discount of
Israel B.M. ("Bank Discount") agreed to provide to Delek Investments, Delek
Investments executed on December 20, 2004, a Debenture in favor of Bank Discount
(the "Bank Discount Pledge") to secure the amounts owed by Delek Investments to
Bank Discount from time to time, including any guarantees, credits, interest and
related expenses. Under the Bank Discount Pledge, 3,000,000 Ordinary Shares held
by Delek Investments are pledged, among other assets, to the bank, including all
cash dividends and other distributions on such Ordinary Shares. The bank is
allowed to foreclose and exercise the pledge in several events or circumstances,
such as default in payments by Delek Investments, change of control or
liquidation thereof.
In addition, in connection with the credit lines that Bank Leumi of
Israel B.M. ("Bank Leumi") provided to Dankner (currently, a wholly owned
subsidiary of Delek Real Estate, an affiliate of the Reporting Persons), Delek
Investments executed on December 30, 2004, a Secured Debenture/Deed of Pledge in
favor of Bank Leumi (the "Bank Leumi Pledge") to secure the amounts owed by
Dankner to Bank Leumi from time to time, including any guarantees, credits,
interest and related expenses. Under the Bank Leumi Pledge, 6,050,855 Ordinary
Shares held by Delek Investments are pledged to the bank, including all cash
dividends and other distributions on such Ordinary Shares. In addition, (i) the
sale or other transfer of, or imposition of any other liens on, such pledged
Ordinary Shares, and (ii) the voting of such Ordinary Shares at meetings of the
shareholders, are prohibited without the prior consent of Bank Leumi. The bank
is allowed to foreclose and exercise the pledge in several events or
circumstances, such as a decrease in the value of the Ordinary Shares.
The foregoing descriptions of the Bank Discount Pledge and Bank Leumi
Pledge do not purport to be complete and are subject to, and qualified in their
entirety by reference to, the full text thereof, filed as Exhibit 2 and 3
hereto, respectively.
The information set forth in Item 4 hereof is incorporated herein by
reference.
Except as described in this Item 6, none of the Reporting Persons,
nor, to the best of their knowledge, any of the persons listed in Appendix A and
Appendix B hereto, are parties to any contract arrangement, understanding or
relationship (legal or otherwise) with respect to securities of Matav, including
but not limited to transfer or voting of any of the securities. Finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit 1. Joint Filing Agreement.
Exhibit 2. Debenture in favor of Bank Discount, dated December
20, 2004.*
Exhibit 3. Debenture/Deed of Pledge in favor of Bank Leumi,
dated December 30, 2004.*
* Translated from Hebrew.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
DELEK INVESTMENTS & PROPERTIES LTD.
By: /s/ Assaf Bartfeld
------------------
Name:Assaf Bartfeld
Title:Chief Executive Officer
DELEK GROUP LTD.
By: /s/ Assaf Bartfeld
---------------------
Name:Assaf Bartfeld
Title:Chief Executive Officer
ITSHAK (TSHUVA) SHARON
By: /s/ Itshak (Tshuva) Sharon
--------------------------
Itshak (Tshuva) Sharon
Date: January 20, 2005
APPENDIX A
Executive Officers and Directors of Delek Investments & Properties Ltd.
The name, business or residence address, principal occupation and name, address
and business of employer of each executive officer and director of Delek
Investments are set forth below. Unless otherwise indicated, all of the
following persons are citizens of Israel and their business address is c/o Delek
Group Ltd., 7 Giborei Israel Street, Industrial Zone (South), Netanya 42504,
Israel.
Name Position at Delek Principal Occupation or Employment
Investments
Gavriel Last Chairman of the Board Chairman of the Board, Delek Group; Director of
several companies, including of Matav since August 2004
Assaf Bartfeld President and CEO President and CEO, Delek Group; Director of several
companies, including of Matav since June 2004
Ron Elroy Vice President and Director Businessman
Yaakov Friedgoot Director, Chief legal Chief legal Advisor and Company secretary of Delek
Advisor and Company secretary Group and subsidiaries, Director of several Delek
Group companies
Ronel Ben-Dov Vice President Vice President, Delek Group
CFO
APPENDIX B
Executive Officers and Directors of Delek Group Ltd.
The name, business or residence address, principal occupation and name, address
and business of employer of each executive officer and director of Delek Group
are set forth below. Unless otherwise indicated, all of the following persons
are citizens of Israel and their business address is c/o Delek Group Ltd., 7
Giborei Israel Street, Industrial Zone (South), Netanya 42504, Israel.
Name Position at Delek Group Principal Occupation or Employment
Gavriel Last Chairman of the Board Chairman of the Board, Delek Group; Director of several
companies, including of Matav since August 2004
Assaf Bartfeld President and CEO President and CEO, Delek Group; Director of several
companies, including of Matav since June 2004
Ronel Ben-Dov Vice President Vice President, Delek Group
Moshe Amit Director
Chairman of Delek Group subsidiary company; Chairman of
Continental Bank; Director of several banks and companies,
including of Matav since August 2004
Mazal Bronstein Director Marketing real estate projects
Benjamin Davidai Director Director of several companies
Shimon [Veig] External Director Businessman
Haim Ferluk External Director General Manager of Medical centers, Director of several
companies,
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(K)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it or him contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
others, except to the extent it knows or has reason to believe that such
information is inaccurate. This Joint Filing Agreement may be executed in any
number of counterparts and all of such counterparts taken together shall
constitute one and the same instrument.
Dated: January 20, 2005
DELEK INVESTMENTS & PROPERTIES LTD.
By: /s/ Assaf Bartfeld
---------------------
Name:Assaf Bartfeld
Title:Chief Executive Officer
DELEK GROUP LTD.
By: /s/ Assaf Bartfeld
--------------------
Name:Assaf Bartfeld
Title:Chief Executive Officer
ITSHAK (TSHUVA) SHARON
By: /s/ Itshak (Tshuva) Sharon
-----------------------------
Itshak (Tshuva) Sharon
EXHIBIT 2. DEBENTURE (BANK DISCOUNT)
(Translated from Hebrew)
Debenture
Issued and executed in Netanya this 20th day of December 2004
By:
Name of Company:
Delek Investments & Properties Ltd, Company No. 52-003212-9
7 Giborei Yisrael, Netanya (hereafter: "the Company"
In favour of: Israel Discount Bank Ltd (hereafter: "the Bank")
In accordance with the Company's instruments of incorporation and all other
provisions empowering the Company in this respect, and in accordance with a
resolution adopted by the Company on date _______________
Whereas The Company from time to time receives from the Bank credits,
loans and other banking services and owes and also/or shall in
future owe the Bank various amounts in accordance with such
conditions as may be agreed from time to time in respect of
any credit, loan and other banking services whatsoever
(hereafter jointly and severally "the banking services")
And whereas: It is agreed between the Company and the Bank that the Company
shall secure all its debts and liabilities toward the Bank of
any kind and type whatsoever as set forth hereafter.
This Debenture accordingly attests to the following: -
1. Nature and volume of the Debenture, and the secured debts -
This Debenture is given to secure the full and precise payment of all
the amounts being and/or that shall be due to the Bank from the Company
in any way, form, manner and for any reason whatsoever and without
derogating from the generality of the aforesaid, whether the amounts
are due from the Company in connection with the provision of the
banking services or whether they are unrelated thereto, whether they
are due from the Company or from the Company jointly with others,
whether due currently or falling due in the future, whether payable
prior to realisation of the security given pursuant to this Debenture
or thereafter, whether due in a particular manner or conditionally,
whether due directly or indirectly or otherwise, whether due from the
Company as principal debtors or whether due from Company as guarantor
(either on notes or otherwise) or as endorser or as a result of any
other undertaking of the Company for the debts and/or liabilities of
another or others to the Bank, and all of the aforesaid in unlimited
amount.
Together with interest at the maximum rate on such amount and together
with commissions, other Bank charges, additional amounts deriving from
linkage conditions (due to linkage of the principal and/or the interest
to the currency exchange rate or to the Consumer Price Index or to any
other index) and, in addition, all expenses for payment of which the
Company is liable pursuant to this Debenture,. All the aforesaid
amounts are hereafter to be referred to, jointly and severally, as "the
secured amounts").
2. Repayment of the secured amounts -
The Company hereby undertakes to clear the secured amounts and any
portion thereof to the Bank punctually and one the due dates thereof as
agreed or as shall be agreed from time to time and if no payment date
has been agreed - that due date shall fall forthwith on first demand of
the Bank
The Bank shall not be obliged to accept any payment from the Company or
from others on account of the secured amounts whose due date has not
yet arrived (as such date is agreed between the Bank and the Company
and if not such date was agreed - upon first demand of the Bank as
aforesaid) neither the Company and/or any other person shall be
entitled to repay the secured amounts prior to the due date thereof as
aforesaid, nor shall they have any other right vesting pursuant to the
provisions of Clause 13 (B) of the Pledge Law 5727 -1967 or any
provision that may be enacted in any amendment or as substitute for the
aforesaid provisions.
3. Conditions for computing and attributing interest -
The Bank shall be entitled to carry to the debit of the Company's
accounts interest at a rate agreed and or that shall be agreed from
time to time and, absent such agreement, interest at the maximum may as
shall be in effect from time to time.
The Bank shall be entitled to add the interest at the maximum rate
thereof to the principal on a monthly, quarterly or other basis and
subject to agreements between the Bank and the Company. The Bank shall
also be entitled, wherever there vests in the Bank the right to realise
the security pursuant to this Debenture, to increase the interest rate
up to arrears interest at the maximum rate permitted at that time and
all without need to serve prior notice.
4. The mortgaged assets-
As security for the full and precise extinguishment of all the secured
amounts and by virtue of the Companies Ordinance (New Wording),
5743-1983, The Companies Law, 5759-1989, the Pledge Law 5727-1967, the
Assignment of Obligations Law 5729-1969 and any other law as may be in
force from time to time, the Company hereby mortgages and pledges under
a fixed charge and/or a perpetual pledge and/or a first ranking
floating charge and the Company also assigns to the Bank in by way of
assignment as a first ranking lien:
4.1 All moneys and/or rights and/or proceeds and/or interest
and/or receipts and/or revenues and/or considerations and/or
securities and/or shares of any kind and type whatsoever
and/or all transactions within the frame-work of the Bank's
"trading floor" and/or within any other Bank framework and/or
all rights in respect of such transactions, including and
without derogating from the generality of the aforesaid,
3,000,000 ordinary shares of NIS 1. n.v of Matav-Cable Systems
Media Ltd. Company No. 52-004007-2 being and/or that shall be
on deposit and/or standing and/or that shall stand to the
Company's credit in all deposits and/or in all accounts of any
kind and type whatsoever and/or in all transactions and/or in
connection with all acts of any kind and type whatsoever
taking place and/or that shall take place, currently extant or
existing in future in the Bank in the condition thereof as is
today and/or as shall be from time to time and at any time
according to the Bank's records in this matter at any time
whatsoever; inter alia (and without derogating from the
generality of the aforesaid in this deed) Accounts No. 139688
and/or 389-139688 being maintained and/or that shall be
maintained in the name of the Company at the Bank's Head
Office (Branch No. 010) in Tel-Aviv in any format and/or
addition of digits and/or modification and/or replacement of
digits and/or in any other account and/or other deposit and/or
plan and/or loan and/or account deriving from and/or annexed
to and/or related to and/or secondary to and/or arising
from/to the aforesaid accounts, as is today and/or as shall be
and/or as shall be opened in the name of the Company at the
Bank from time to time and at any time according to the Bank's
records at any time, whether in the aforesaid numbers or in
other and/or additional and/or different and/or derivative
and/or adjacent and/or resultant numbers and/or in any other
shape or form and in as determined at any time by the Bank in
this matter, and the interest attributed in respect thereof
and also all the rights in respect there and including - the
consideration, the rights, the benefits, the proceeds, the
revenues, arising and/or that shall arise from the aforesaid
accounts - which the Company has made and/or delivered and/or
deposited with the Bank in the aforesaid accounts and/or which
the Company shall make and/or deliver and/or deposit wit the
Bank from time to time in the aforesaid accounts and/or in
connection with the aforesaid accounts in the condition
thereof as is, throughout the term of validity of this
Debenture and upon the making and/or delivery and/or deposit
thereof, all the aforesaid amounts and/or rights and/or
securities and so forth shall be deemed and shall be mortgaged
and pledged to the Bank under a fixed charge and pledge and/or
under a general floating charge and/or in assignation by way
of lien to credit and in favour of the Bank - and all being
first ranking, sole, exclusive and subject to rights of lien
and set-off to credit of the Bank.
4.2 Wherever, for any reason whatsoever, the said moneys and/or
securities and/or shares and/or rights and so forth in the
aforesaid accounts, and/or in connection with the aforesaid
accounts, which shall stand to credit of the Company, are
transferred to some other account and/or to some other deposit
of the Company's with the Bank (hereafter: "the deposit" or
"the transferee account"), the terms of this Debenture shall
continue to apply also in relation to moneys transferred as
aforesaid, and the moneys of the deposit and/or the transferee
account, in the amounts transferred and the proceeds thereof
and/or the consideration thereto shall to all intents and
purposes be deemed to be the moneys of the aforesaid deposits
and/or accounts. The Bank shall be entitled to debit the
deposit and/or the transferee account with any sum, in the
amount of the sums transferred to it as aforesaid and to
transfer it to the deposit - all whether the deposit and/or
the transferee account shall be in credit or become debitory
as a result of such debiting. It is hereby stated that the
aforesaid shall apply in every case of additional transfer/s.
4.3 Wherever, for any reason whatsoever, the numbers of the
aforesaid accounts are modified, the import of this Debenture
shall be deemed to relate also to the other account and/or
deposit under the new number/s thereof.
4.4 The rights of pledging and/or mortgaging and/or assignation by
way of lien as set forth in this Debenture shall also apply
to, inter alia, all of the following:
4.4.1 All the securities, of any kind and type whatsoever
- both those included within the definition of
securities in Section 1 of the Securities Law,
5728-1968, and all the other securities, including
securities issued by the Government or in accordance
with special laws, both extant and such as shall be
owned by the mortgagors - including the securities
standing and/or that shall stand to credit of the
mortgagors with the Bank in accounts maintained at
the Tel-Aviv Head Office (Branch No. 10) of the
Bank.
4.4.2 All the securities, as per sub-paragraph 4.4.1
aforesaid, that are carried, from time to time,
subsequent to the execution of this Debenture, to
credit of the aforesaid accounts.
4.4.3 All the other assets - whether eligible or held -
the records respecting which are kept or will be
kept at the Bank in the framework of the aforesaid
accounts.
4.4.4 All the securities and other assets aforesaid -
including the securities and assets enumerated in
sub-paragraphs 4.4.1, 4.4.2 and 4.4.3 aforesaid,
which shall stand, from time to time, to credit of
the Company in any deposit and/or other account as
follows:
4.4.5 All the rights the Company has and shall have in
respect of and in connection with the securities and
the other assets as per sub-paragraphs 4.4.1, 4.4.2
and 4.4.3 aforesaid.
4.4.6 All the rights the Company has and shall have in
respect of and in connection with the accounts
and/or the deposits aforesaid and in respect of any
other deposit/s and/or account/s as aforesaid.
4.4.7 The whole consideration and all of the rights the
Company has and shall have under any law and/or
agreement in connection with any transactions in
financial instruments and futures of various types
and, inter alia, future transactions and also future
barter transactions in foreign currency, forward,
foreign currency/shekel forward transactions, cross
swap transactions, purchase and/or sale of rights,
while forming contractual engagements for future
transactions, transactions in securities, in
interest rates, purchase and writing of options,
exchange rate assurance, index rate assurance and so
forth.
4.4.8 All the securities, the other assets and the rights
as per sub-paragraphs 4.4.1, 4.4.2 and 4.4.3, 4.4.4,
4.4.5, 4.4.6 and 4.4.7 aforesaid, including (and
without derogating from the generality of the
aforesaid) all the revenues, the proceeds, the
considerations and the receipts that the Company has
and/or shall have at any time whatsoever in respect
of and/or in connection with the securities and/or
the other assets and/or the accounts and/or the
deposits referred to heretofore and hereinafter, in
this deed, shall hereafter be referred to as "the
securities" and the accounts and/or the deposits
aforesaid and any other deposit and account as per
sub-paragraph 4.5 hereafter shall hereinafter be
referred to jointly and/or severally as "the
account" and/or "the deposit"; any of the securities
deposited with the Bank or that shall be delivered
or transferred to the Bank - or that shall be placed
or recorded to credit of the Bank with any concern -
in order that the Bank, for its part, should credit
the deposit in respect thereof, shall be deemed as
standing to credit of the Company in the deposit
from time of delivery, deposit, transfer or
recording aforesaid.
4.5 Wherever, for any reason whatsoever, all or any of the
securities standing to credit of the deposits and/or the
accounts aforesaid are transferred to credit of any other
deposit and/or account of the Company with the Bank, the
conditions of the Debenture shall continue to apply also in
relation to the securities so transferred pro rata to all
securities standing from time to time to credit of the other
deposit and/or account; and the same applies in every instance
of additional transfers.
Likewise, wherever, for any reason whatsoever, the number of
the deposit and/or account is changed, the import of this
Debenture shall be deemed to apply also to the deposit and/or
account under the new number.
4.6 The Company hereby warrants that the securities (in whole or
in part) are not and shall not be mortgaged and/or attached to
credit of anyone else, and that no limitation nor condition
applies or shall apply, either statutorily and/or under any
agreement, on the transfer of ownership therein, or on the
mortgaging or pledging thereof.
4.7 The pledge and lien pursuant to the Debenture shall apply,
inter alia, also to any right to compensation or indemnity the
Company may have vis-a-vis any third party (including the
Bank) by reason of loss of securities, injury thereto or
forfeit thereof, and also on the consideration thereto and/or
the redemption thereof and/or the revenues and/or proceeds
thereof and/or of the substitute of the securities and/or any
portion thereof, whether consolidated with the other
securities and/or assets or split off therefrom, whether found
in a deposit or in any other account.
4.8 In connection with the pledged assets - moneys and/or
securities - enumerated above, the Company hereby undertakes:
4.8.1 To cause the ratio between the value (as assessed by
the Bank) of the securities standing to credit of
the deposit, and the unpaid balance of the secured
amounts according to the Bank's records, to be as
the Bank shall from time to time determine;
4.8.2 Without derogating from the generality of the
aforesaid in Clause 4.4 with all sub-paragraphs
thereof, and in addition thereto, the Company
undertakes hereby that the value (as assessed by the
Bank) of the collateral for the securities shall be
not less than the highest debit balance of the
secured amounts pursuant to this Debenture as
created and/or as standing at any time together with
appropriate margin as determined by the Bank and in
accordance with the procedures and rules in effect
and customary with the Bank as shall be in force
from time to time and at any time, and all in
accordance with the Bank's records and assessments
and also with the Bank's decision and the procedures
in effect and customary with the Bank in this
matter as shall be in force from time to time.
4.8.3 Wherever the value of the securities standing to
credit of the account and/or the deposit and/or the
value of the monetary accounts is not as per
Clauses 4.4 and/or 4.5 aforesaid - then the Company
hereby undertakes either to deposit and place to the
credit of the account and/or the deposit collateral
or other securities and also additional amounts in
the monetary accounts the value and nature of which
shall be satisfactory to the Bank, or to issue the
Bank with other additional collateral to the
satisfaction of the Bank, all at first demand of the
Bank.
4.9 In relation to everything contained and set forth in this deed
hereintofore, the Bank's records, decisions and determination
shall determine, prevail and be decisive in this matter as
shall be in force from time to time and at any time.
(Hereafter: "the mortgaged assets")
4.10 The Company hereby confirm that the security hereby given
constitutes a lien pursuant to the Companies Law 5759-1999,and
a pledge pursuant to the Pledge Law 5727 - 1967, and is made
by virtue of the aforesaid laws and by virtue of any other law
existing at the time in Israel and validating it, while the
security hereby given exists in its own right pursuant to each
of the aforesaid laws and is realisable under all of them
jointly and each one of them severally.
5. The Company's warranties in respect of the mortgaged property -
The Company hereby warrants that the mortgaged assets are under its
sole ownership and possession and that there does not exist on the
mortgaged assets or on its plant, or property or other assets any
attachment, lien, pledge or mortgage other than the liens set forth
with the Registrar of Companies on date of execution of this Debenture.
The Company likewise warrants that no limitation or condition exists by
agreement or otherwise, being applicable to the transfer of ownership
on the mortgaged assets or any portion thereof, or on the mortgaging
thereof, and that the Company is entitled to mortgage and to pledge the
mortgaged assets.
6. Prohibition against the creation of liens -
The Company undertakes hereby not to create, without the Bank's prior
written consent, any other lien or pledge of any kind and type
whatsoever, on the mortgaged assets, in whole or in part, in right that
shall be precedent or equal or subsequent to the rights vesting in the
Bank pursuant to this debenture.
7. Notice of attachment
The Company shall notify the Bank forthwith of any instance of the
imposition of an attachment on the mortgaged assets, and shall also
notify the party imposing the attachment of the lien I favour of the
Bank, and shall take, at its expense, forthwith and without delay, all
means for the lifting of the attachment.
8. Independence and perpetuity of the security pursuant to this debenture
The security given to the Bank pursuant to this debenture shall serve
as perpetual security; and if the Bank has received or shall receive,
at any time, any other or collateral security from any person of entity
whatsoever, either to secure the secured amounts, in whole or in part,
or to secure other or additional amounts, then the security hereby
given shall be additional to such other or collateral security and
independent thereof and shall not affect them or be affected by them
and this debenture shall always serve as perpetual and recurrent
security notwithstanding the arrangement of the Company's accounts, in
whole or in part.
9. Validity of the debenture
9.1 This debenture shall remain fully valid and shall secure all
the debts and/or liabilities of the Company toward the Bank up
to the limit of the amount secured by this debenture until the
Bank delivers to the Company a written declaration executed by
the Bank to the effect that this debenture is null and void.
9.2 This debenture, as being perpetual and recurrent security,
shall secure, inter alia, also automatically renewable debts
and/or liabilities
9. 3 Even if the total debts and/or liabilities of the Company
vis-a-vis the Bank
Shall be reduced from time to time to beneath the limit of the
amount secured by this debenture, this debenture shall
continue to secure all the debts and/or liabilities of the
Company vis-a-vis the Bank up to the limit secured by this
debenture.
10. The Bank's right in case of compromise or agreement -
If the Bank reaches a compromise or allows an extension of other
concession to the Company and/or to others for which the Company is a
guarantor or has given an undertaking or is liable vis-a-vis the Bank
or in any other shape, form and manner (the Company and the others to
which the Company is a guarantor or has given an undertaking or is
liable vis-a-vis the Bank as aforesaid shall hereinafter in this Clause
alone and separately be referred to as "the debtors"). If the Bank
modifies the liabilities of the debtors or any of them in connection
with the secured amounts or in connection with other amounts, and if
the Bank shall replace or renew, amend, refrain from upholding or
realising any collaterals whatsoever which it holds or shall hold for
the debtors or any of them (securing the secured amounts or other
amounts) and/or shall cause the expiry of guarantee or the non
fulfilment of the obligation by the debtors, then, without prejudice to
the other rights the Bank has or shall have toward the debtors of any
of them, pursuant to this debenture or otherwise - these things shall
not impinge on the Company's undertakings pursuant to this debenture
and the collateral given to there Bank hereunder, which shall remain
fully valid.
11. Mortgaging of moneys, set-off and lien -
Without prejudice to other rights of the Bank, the Bank shall have
right of set-off on all the moneys being present to it at any time
whatsoever to credit of the Company in any account whatsoever and the
Bank shall also have right of possession, Banker's lien, and lien on
all the moneys present to it at any time to credit of the Company in
any account whatsoever and also on the notes and other negotiable
and/or transferable instruments of various types, securities of various
types and the various other collaterals being and/or that shall be
present to it, that stand and/or shall stand to credit of the Company
with the Bank in any manner or form or way including those delivered or
that shall be delivered to it for collection and/or for security and/or
for safekeeping and on the consideration thereto.
12. Automatic renewal
As long as this deed remains valid, the Company irrevocably undertakes
to give the Bank - in advance or from time to time - written
instructions for the renewal of the deposit and the deposit moneys. The
Company hereby agrees that wherever, for any reason whatsoever, the
Company fails to issue a renewal order as stated or, in contravention
of its previous renewal order, issues such renewal order or, in
contravention of its previous renewal order issues a withdrawal order
on the moneys of the deposits or any portion thereof on repayment date
thereof; then the Bank shall from time to time renew the pertinent
deposit for a further period identical to the period having concluded
prior to the renewal and on interest and/or linkage conditions that
shall be in effect with the Bank at that time in respect of deposits of
that type and of such amount. But if, at that time, no such deposit is
in effect with the Bank, then the moneys shall be deposited from time
to time in an interest bearing deposit (a shekel deposit or a deposit
in the currency of the deposit, all according) for a period similar to
the period concluded prior to the renewal and on the interest and/or
linkage conditions that shall be in effect with the Bank at that time
in respect of deposits of such type and such amount, or, at the Bank's
discretion, for the shortest period being in effect with the Bank at
that time in respect of our clients' deposits, (shekel deposits or
deposits in the currency of the deposit, all according). The Company is
aware that wherever the Bank renews deposit moneys by virtue of this
Clause, information shall be made available to the Company concerning
the interest rates and/or linkage conditions of the moneys of the
renewed deposit at the Bank branch at which such deposit is maintained.
13. Utilisation by the Bank of the Company's moneys, notes and other instruments
The Bank shall be entitled at all times and from time to time to make
some use of all the moneys, the notes, the instruments, the securities
and the other collateral aforesaid including the collection and sale
thereof at any price and on whatsoever conditions as the Bank shall
deem fit, and from time to time to use all or part of the consideration
obtained consequent on or in connection with such use and/or collection
and/or sale, for the partial or full clearance of the secured amounts.
In order so to proceed, the Bank shall be entitled to resort to any
legal or other measures it may deem necessary.
All expenses involved in the use and/or sale and/or legal measures
aforesaid shall be borne by the Company and the Bank shall be entitled
to debit the Company's account in respect thereof; and the aforesaid
expenses shall likewise be secured by the collateral included in this
debenture.
14. Notes
Wherever notes are collected by the Bank, the Bank shall be entitled to
transfer and to discount the notes with others, to take all legal or
other measures for the purpose of collecting the notes, to debit the
collection expenses to the Company's account, and to reach a compromise
with the signatories, the endorsers, or the guarantors, or to make any
waivers in their regard, to accept partial consideration from them and
from time to time to use the consideration of the notes for full or
partial clearance of the secured amounts.
The Company hereby exempts the Bank from all obligations of such note
and, inter alia, from obligation of presentation, protest and notice of
dishonour, and the signatures, the endorsements and the guarantees on
the notes shall remain valid until clearance of the notes without need
for any formalities whatsoever.
The Bank is not obliged to take any steps whatsoever in connection with
the notes and/or in connection with the collective and shall not be
liable for any damage related thereto The Company moreover hereby
waives in advance any plea of prescription in connection with the notes
either as endorser or otherwise.
15. Authorization to debit the Company's account
The Bank shall be entitled from time to time at its sole discretion and
as it may deem fit to debit any of the Company's accounts whatsoever in
the secured amounts or any portion thereof. The Bank shall be entitled
at its sole discretion from time to time to carry any amount having
been or that shall be received (prior to the due date of all or any of
the secured amounts, or on due date thereof or subsequent thereto, in
any manner, form and way, from and/or for and/or on account of the
Company and/or by realisation of any right and/or any security being
and/or that will be found in possession of the Bank) to any account
that the Bank deems fit and/or on account of any amount being and that
shall be due to the Bank and /or on account of the interest and/or the
principal and/or damages and/or expenses and/or the commissions and/or
linkage increments or partly one way and partly another, and to
transfer any amount standing to the Company's credit in any account
whatsoever to any other account it may deem fit.
The Bank may at all times sell foreign currency amounts held with the
Bank to credit of the Company and may also collect increments and
grants payable to the Company incidental to the sale of the foreign
currency.
16. Call for immediate repayment
Without derogating from the Bank's rights as provided by this debenture
and/or under any agreement and/or instrument and/or any obligation for
which the Company is liable and/or shall become liable toward the Bank
and, in addition to the foregoing, the Bank shall be entitled in any of
the following instances to demand from the Company the immediate
repayment of the secured amounts in whole or in part (whether or not
the due date thereof shall have arrived) on first demand. As stated,
the secured amounts shall become repayable forthwith and shall bear
interest at the maximum rate until the fully actual clearance thereof
and the Company undertakes to pay them to the Bank forthwith on such
demand, all in the following instances:
16.1 If the Company fail to pay the Bank on due date as agreed
between the Bank and the Company any amount being due to the
Bank from the Company at the time designated for payment
there.
16.2 If the Company fails to pay the Bank forthwith, on first
demand, amounts respecting which no due date has been agreed
and payment whereof the Bank has required of the Company.
16.3 If the Company discontinues payment of its debts.
16.4 If an event should occur or a condition come about being by
way of a breach according to the conditions of any
undertaking of the Company's and/or agreement and/or
instrument whereby the Company is and/or shall be bound
toward any person and/or corporation and/or body and/or
concern and or third party (cross-default).
16.5 If the Company shall be in breach of or fail to fulfil one or
more of its undertakings or of the conditions and provision
of this debenture.
16.6 If it should transpire that any warranty/ies of the Company
under this debenture is incorrect and/or partial and/or
inaccurate.
16.7 If a liquidator and/or receiver and/or receiver and
administrator and/or temporary and/or permanent liquidator
are appointed on the Company's business or property or any
portion thereof, and/or if an application for liquidation is
filed against the Company and/or if liquidation and/or
receivership proceedings are taken against the Company.
16.8 If any attachment whatsoever is imposed on the Company's
assets or any portion thereof, and/or on any of the
collaterals given to the Bank and if this state of affairs is
not corrected within 30 days.
16.9 If a liquidator and/or a receiver, and/or receiver and
administrator and/or temporary and/or permanent liquidator
should be appointed on the business or assets of the pledgors
or an any portion thereof and/or if and/or if an application
for liquidation is filed against the Company and/or if
liquidation and/or receivership proceedings are taken against
the pledgors.
16.10 If a request is filed for a compromise or settlement or for
an order for stay of proceedings against the Company under
the Companies Law, 5759-1999, or under any addition or other
law that may substitute for that law.
16.11 If any change takes place in the control of the Company
and/or in the holdings of the Company's authorized and issued
share capital - and all as against the existing situation -
whether by means of voluntary transfer of shares or
otherwise, whether as transferee Company or as transferor
Company or as spin-off Company and/or if any restructuring
whatsoever takes place in the Company and/or if acts of
dilution and/or merger and so forth are taken in the Company
and/or if the Company's name is stricken out of any
statutorily maintained register and/or if it transpires that
the Company's name is due so to be stricken out.
16.12 If the number of the Company's shareholders or the number of
members constituting the Company shall be less than the
minimal number required by law.
16.13 If the value of the collaterals given to secure payment of
the secured amounts changes for the worse or if any change
takes place therein being such as to affect the prospects of
recovering payment therefrom or on the solvency of the
guarantors on behalf of the Company and/or of any party
whatsoever to notes, instruments, securities having been or
that shall be delivered to the Bank as security, including in
case of death, liquidation, receivership, Bankruptcy, arrest,
or departure from Israel by an guarantor and/or a party to
the notes and/or to the instruments and/or to the securities
aforesaid.
16.4 If any event shall have taken place being liable to adversely
affect the financial capability of the Company and/or of its
shareholders.
16.5 If the mortgaged assets or any portion thereof shall be
seized, confiscated, destroyed, burned, depreciate in value
or be lost.
16.6 In cases of any charge/s of the Company to the Bank
originating in the sponsorship of any person, body or
authority whatsoever having been empowered so to sponsor - if
the Bank is required by such sponsor to demand repayment of
the secured amounts of even to pay them to such sponsor
itself.
Notwithstanding all the aforesaid, under circumstances of especial
urgency, where the Bank is liable to sustain damage as a result of a
waiting period and/or extension allowed as aforesaid - the Bank shall
be entitled to act and to realise its rights forthwith and without any
delay or waiting period whatsoever.
17. Collection of the secured amounts
In every one of the instances enumerated in Clause 16 aforesaid, the
Bank shall be entitled to use whatever means it deems fit in order to
collect the secured amounts, whether or not the due date of such
amounts or any portion thereof has arrived, and especially, and without
derogating from the generality of its rights vis-a-vis the Company
pursuant to this debenture and also/or statutorily and also/or under
any agreement, note or other instrument, the Bank shall be entitled to
realise the collateral given pursuant to this debenture by appointing a
receiver and/or a liquidator and/or a receiver and administrator, who
shall be deemed to be the Company's attorney and whose powers shall be,
inter alia, as set forth hereafter, all without the Bank being
previously obliged take any legal measures whatsoever to execute and
implement any of its rights against the Company and/or against others
or to realise other collateral being or that shall be in the hands of
the Bank:
17.1 To receive the assets mortgaged pursuant to this debenture
nto its possession, in whole or in part.
17.2 To sell or to consent to the sale of the assets mortgaged
pursuant to this debenture, in whole or in part, or to
transfer same in any other manner under such conditions and
in such way as it may deem fit.
17.3 To make any other arrangements in relation to the assets
mortgaged pursuant to this debenture, in whole or in part, as
it may deem fit.
18. Order of attribution of amounts
All amounts collected by the Bank or by the receiver or by the receiver
and administrator shall serve for clearance of the following amounts in
order thereof:
18.1 Expenses occasioned by the appointment of the receiver or the
receiver and administration or by his acts, including his
salary as agreed between him and the Bank.
18.2 All other expenses, bank debits and interest in the maximum
rate being due to the Bank including additional amounts due
by reason of linkage of the interest.
18.3 All the amounts due to the Bank as principal, including
additional amounts due by reason of linkage of the principal.
.
19. Payment of balance of the secured amounts
If the net redemption amount in case of realisation of the mortgaged
assets does not suffice to cover the secured amounts, the Company
hereby undertakes to pay the Bank the difference, on first demand.
If, on disposal of the mortgaged assets, the due date of the secured
amounts or any of them has not yet arrived or if the secured amounts or
any of them are due to the Bank on a contingent basis only, the Bank
shall be entitled to deduct from the proceeds of the sale a sufficient
amount to cover such amounts and the amount collected shall be
mortgaged to the Bank for the security there and shall remain in the
hands of the Bank until clearance thereof.
20. Report on the Company's business position
The Bank shall be entitled at all times to demand and receive from the
Company, at the Bank's first demand, a report on the Company's business
position (balance sheet for the past period), and the Company hereby
undertakes regularly to keep, in its business, orderly books of account
that shall always be open to inspection by the Bank.
21. The Bank's books
The Bank's books, ledgers and accounts shall be deemed reliable by the
Company and copies of the accounts under hand of the Bank shall serve
as prima facie proof against the Company in all matters arising from or
pertaining to this debenture an/or the volume of the secured amounts.
22. The Company's address
The Company's address is as specified at the beginning of this
debenture or any other address in Israel whereof the Company shall
notify the Bank in a letter by registered mail and receipt whereof the
Bank shall have confirmed in writing. Any notice sent to the Company by
the Bank by regular mail at the aforesaid address - shall be deemed
duly received by the Company in accordance with ordinary postal
arrangements. A written declaration from the Bank regarding the mailing
of notice and when mailed - shall be deemed preponderant evidence
against the Company as regards the time and the mailing referred to
therein.
23. Delay in exercise of the Bank's rights
The Company agrees that wherever the Bank does not exercise or delays
making use of its rights arising from this debenture or related hereto,
such omission or delay shall not be construed as a waiver of such
rights or as any admission whatsoever on the part of the Bank or as any
precedent whatsoever, either in respect of the instance in which the
Bank could have used such rights or in respect of any instance
thereafter, and the Bank is entitled to exercise the rights arising
from this debenture and/or related hereto and/or from the Law whenever
it may deem fit.
24. Construction of terms
In this debenture: -
24.1 The recitals to this debenture constitute and integral part
hereof.
24.2 The term "the Bank" includes each and every one of the Bank's
branches existing on date of this deed and/or that shall be
opened anywhere else in the future, and the Bank's assigns
and its attorneys.
24.3 The singular number includes the plural and vice versa and
the masculine gender includes the feminine and vice versa,
except where otherwise indicated by the context.
24.4 The term "interest at the maximum rate" and also the term
"arrears interest at the maximum rate" wherever appearing in
this instrument, shall have the following meaning: -
24.4.1 In respect of any of the secured amounts falling
or that shall fall due to the Bank on account of
debt of the type respecting which or on arrears in
the clearance of which any legal enactment
provides for a maximum interest rate, interest at
the maximum rate permitted under such legal
enactment.
24.4.2 In respect of any of the secured amounts falling
or that shall fall due to the Bank on account of
debt of the type respecting which or on arrears in
the clearance of which no legal enactment provides
for any maximum interest rate - the highest
interest rate that shall be in effect with the
Bank in respect of deviation from an authorized
credit line.
24.4.2.1 It is hereby warranted that the term
"interest at the highest rate in
effect with the Bank at that time in
respec of deviation from an
authorized credit line" means -
interest at the highest rate that the
Bank customarily collects from time
to time from its clients in respect
of overdraft together with special
incremental interest at the highest
rate that the Bank customarily
collects from its clients from time
to time when they deviate from an
authorized credit line.
24.4.2.2 The Bank's written confirmation as to
the highest interest rate aforesaid
being in effect with the Bank in a
period or periods to which such rate
relate - shall serve as sufficient
proof against the Company.
24.4.3 Notwithstanding sub-paragraph 24.4.2 aforesaid, if
the court shall award interest and/or linkage
differences in accordance with the Award of
Interest and Linkage Law 5721-1961 - as shall be
in force from time to time or under any other law
that may substitute for same - and the amounts of
interest and/or the linkage differences aforesaid
shall exceed the highest interest rate in effect
with the Bank at that time in respect of deviation
from an authorized credit line - in such instance
there shall take effect, commencing from the date
stipulated by the court, the interest rate and/or
the linkage differences rates as awarded by the
court.
24.5 If this debenture was issued in favour of the Bank by two or
more legal entities, they shall be jointly and severally
liable, and all undertakings of the members pursuant to this
debenture shall be deemed as undertakings of all the members
jointly and severally and any reference to the term "the
Company" in this debenture shall be construed as including
and referring to all the companies and also/or any of them
and also their assigns or attorneys. If this debenture was
issued in favour of the Bank by a single legal entity - it
shall be deemed couched in the singular number.
25. Amounts denominated in Israeli currency and foreign currency and the
conversion thereof
To dispel any doubt, it is hereby warranted that amounts being and that
shall be due to the Bank and that were secured pursuant to this
instrument, may be denominated both in Israeli currency and in foreign
currency, and for the purpose of the collection and repayment of such
amounts, the Bank and/or the receivers and/or or the receivers and
administrators and/or the liquidators and/or the trustees of the
Company/the mortgagor/the pledgors - all according - are entitled to
convert the Israeli currency standing at their disposal into the
foreign currency required for the full or partial settlement of those
amounts that are denominated in foreign currency and also vice versa:
to convert foreign currency into Israeli currency for the full or
partial settlement of secured amounts that are denominated in Israeli
currency, and all at the official exchange rates existing in Israel on
the making of such conversions. For the purpose of this Clause:
"The official exchange rate" - means - in respect of the time at which
there exists a statutory limit on the free use of foreign currency in
Israel - the buy or sell rate, all according, as published by the Bank
of Israel per requisite foreign currency unit, together with the Bank
commission for such transaction.
26. Substantive law and venue
26.1 This debenture shall be construed according to and in
accordance with the Laws of the State of Israel.
26.2 The parties hereby agree that the sole jurisdiction from the
aspect of local jurisdiction vests solely in the competent
court (from the aspect of substantive and material
jurisdiction) in Tel-Aviv - Jaffa.
27. Waiver of notices
The Company hereby waives official and/or other notices in connection
with breach of the conditions of its undertakings in all matters
pertaining to this debenture.
28. Transfer of the debenture
The Bank shall be entitled at all times, without needing the consent of
the Company and/or of others, to transfer this debenture and the rights
hereunder to another, in whole or in parts, including the securities
hereunder, and any transferee shall likewise be entitled to transfer
the debenture and the rights hereunder to another in the same manner
without required the consent of the Company and/or the consent of
others.
29. Payment of expenses
All expenses involved in the formulation of this debenture and the
execution hereof and also the expenses involved in the stamp duty
hereon and/or the registration hereof and/or execution and realisation
of the collaterals contained herein, and all expenses involved in the
invoking of the Bank's rights pursuant to this debenture, payment of
taxes and other payments in respect hereof and also all other such
expenses as are defrayed by the Bank in connection with the use of any
other security being in the hands of the Bank and/or the filing of any
claim whatsoever against the Company severally or the Company jointly
with others for the purpose of collecting any amounts whatsoever owed
by the Company to the Bank pursuant to this debenture, including
lawyers fees at the rate agreed between the Bank and its attorney -
shall be paid by the Company to the Bank on first demand together with
interest at the maximum rate from date of demand to full settlement and
until clearance they shall be secured by the collaterals hereby given.
30. Execution of instruments
The Company undertakes to execute any instrument and any form as
required by the Bank if and to the extent that under all or any of the
laws of the State of Israel there does exist or will exist at the
Bank's sole discretion a need for the Company's execution of any
instrument or form in order to fully validate or preserve the full
validity of this debenture and all the provisions hereof.
31. Interpretation in case of contradiction
It is hereby agreed between the parties that the headings does not form
prt of the conditions of this debenture and the discourse of this deed
is not to be construed in accordance therewith. The full wording of the
conditions of this debenture is determinant.
In witness whereof the parties have set their hand
Stamped: Delek Investments and Properties Ltd.
----------- -------------
The Company The Bank
EXHIBIT 3. DEBENTURE/DEED OF PLEDGE (BANK LEUMI)
(Translated from Hebrew)
Secured Debenture / Deed of Pledge
(Pledging of shares and the rights in respect thereof)
Executed this 20th day of the month of December in the year 2004
By: Delek Investments & Properties Ltd., Registration Number: 52-0032129
Whose address for the purpose of this Deed of Pledge is: ________________
(Hereafter: "the Pledgors")
In favour of: Bank Leumi LeIsrael BM
(Hereafter: "the Bank")
And does attest to the following:
1. The secured amounts
1.1 This secured Debenture / Deed of Pledge (pledging of shares and
rights in respect hereof) (hereafter: "the Deed of Pledge")
is given to secure the full and precise payment of all the
amounts - whether in Israeli currency or in foreign currency
or in consideration of foreign currency - principal, interest of
any type whatsoever, including interest at the maximum rate
(including linkage differences or exchange rate differences, if
any, consequent on the linkage of the principal and the interest
or either one of the them to any rate of exchange or to the
Consumer Price Index or to any other index), commissions, bank
charges and expenses of any type whatsoever - being or that shall
be due or that may become due to the Bank from Dankner
Investments Ltd., Public Company No. 520033820 (hereafter: "the
Debtors") on account of, in respect of or in connection with:
1.1.1 Loans, overdrafts, credit and any banking services
whatsoever;
1.1.2 Liabilities and guarantees, of any type whatsoever, of
the Debtors vis-a-vis the Bank or in favour thereof.
1.1.3 Notes under hand, endorsement or guarantee of the
Debtors, such as have been delivered or shall be
delivered to the Bank by the Debtors and/or by others;
And all whether the aforesaid amounts, in whole or in part, are or
shall be due under the personal names of the Debtors or under
their business name or under any other name, whether in accordance
with their current composition or in accordance with any other
composition, whether all or any of the aforesaid amounts are due
or shall be due from the Debtors alone or whether they are due or
shall be due from the Debtors jointly with another/others, whether
the due date thereof has arrived or whether the due date thereof
is in the future, whether such amounts are or shall be due in
accordance with any contingent liability (including the Debtors'
liabilities in connection with Bank guarantees, letters of
indemnity, letters of credit and documentary credits) or whether
they are or shall be due in accordance with any other
indebtedness, whether they are or shall be due in accordance with
any indebtedness originating in banking business/es or whether
from any other sources, whether or not the aforesaid amounts, in
whole or in part, were formed by judgments of a court or of a
tribunal, whether their due date is before or after the
realisation of this Deed of Pledge; and all with no limit on the
aggregate amount
And in addition to the aforesaid, commissions, other bank charges
and all other expenses and amounts for payment of which the
Debtors are or shall be liable pursuant to the terms of this Deed
of Pledge and/or in respect hereof, including the interest as per
Clause 2.1 hereafter (the aforesaid amounts are hereinafter to be
referred to as: "the secured amounts").
1.2 The Pledgors hereby undertake to pay the Bank every one of the
secured amounts:
1.2.1 On the agreed due date thereof, if the Debtors and the
Bank have reached or shall reach agreement that such
amount shall fall due for payment on a particular date or
upon demand or on occurrence of a particular event or a
certain time after the demand or after the occurrence of
the particular event;
1.2.2 Within seven days of date of the Bank's first demand,
unless a due date shall have been agreed as per
sub-paragraph 1.2.1 aforesaid.
And any amount of the secured amounts not paid to the Bank as
aforesaid shall bear interest at the maximum rate in respect of
the period commencing on the date on which the Debtors were to
have paid it and until actual payment thereof; and interest as
aforesaid that shall be compounded during each month or, as shall
be in effect with the Bank from time to time, throughout any other
period respecting which the aggregation of interest is statutorily
permissible, shall likewise bear interest at the maximum rate.
2. Redemption of the pledge
Unless the Bank so consents beforehand and in writing, and subject to
such conditions as the Bank may stipulate, the Debtors and/or the
Pledgors shall not be entitled to repay any amount whatsoever of the
secured amounts prior to the agreed due date there, and shall not be
entitled to redeem the lien hereby created by extinguishment of the
secured amounts and/or any portion thereof prior to the due date
thereof or prior to the date of their formation, all according; it is
hereby agreed that Section 13B of the Security Law, 5727-1967 shall not
apply to the redemption of the lien hereby created.
3. The lien
As guarantee for the full and precise payment of the secured amounts,
the Pledgors hereby record a first ranking fixed pledge in favour of
the Bank on all the following assets:
3.1 6,044,450 shares (six million, forty four thousand and four
hundred and fifty shares) of NIS 1 n.v. in Matav-Cable Systems
Media Ltd. Public Company no. 520040072 (hereafter -
"the Company") owned by the Pledgors, registered in the Company's
register of shareholders in the name of the Pledgors pursuant to
share certificates number: 343, 344, 345, 346, 347, 348 and 349.
The aforesaid share certificates shall be deposited in accordance
with the conditions of this deed with Adv. Oded Eran at the law
firm of Goldfarb, Levy, Eran a& Co., whose address for the
purposes of this deed shall be 2 Ibn Gvirol Street, Tel-Aviv
(hereafter: "the trustee").
3.2 6,405 ordinary shares (six thousand four hundred and five
ordinary shares) of NIS 1 n.v. in the Company, registered in the
Company's register of shareholders in the name of the Bank's
Nominee Company, coordinator for the Tel-Aviv Stock Exchange
clearing house. These shares shall be placed in securities
Deposit No. _________ in the name of the Pledgors, such deposit
being maintained at the _____ branch of the Bank in the name of
the Pledgors (hereafter: "the securities deposit").
The shares enumerated in sub-paragraphs 3.1 and 3.2 shall
hereinafter be referred to jointly as: "the shares".
3.3 The Pledgors shall open a monetary account at the ________ branch
of the Bank No. _______ which shall be maintained for the
purpose of receiving moneys and rights of any type whatsoever
that shall be due to the Pledgors in respect of and/or in
connection with the shares (hereafter: "the monetary account").
The pledge hereby created shall also apply to:
3.4 All the dividends that shall be given and/or shall be paid and/or
shall stand for payment in respect of or in accordance with the
shares and/or the other shares within the following definition
thereof, at any time whatsoever, commencing from date of
execution of this Deed of Pledge.
3.5 All the shares and stock being due or being issued from time to
time in respect of or in lieu of the shares (hereafter: "the
other shares") and all the rights, options, moneys, assets being
due or that shall be issued in lieu of the shares and/or in
respect thereof or by virtue of the shares and/or the other
shares as bonus shares, preferential or other rights.
3.6 All the rights in and toward the Company and toward other
shareholders therein such as the law and/or the Company's
Articles of Association and/or any other agreement, if any, co
confer and shall confer from time to time upon the Pledgors in
respect of and/or by virtue of the shares and/or the other
shares, including the Pledgors' rights to repayment of loans the
Pledgors shall have made available, if any, to the Company;
3.7 All rights held and that shall be held by the Pledgors in respect
of the shares and the monetary account.
The shares, the other shares and all the rights, the moneys, the
securities deposit and the monetary account and the assets, all as
aforesaid in sub-paragraph 3.1 - 3.7 shall hereintofore and hereinafter
be referred to as "the pledged shares and rights".
4. The Pledgors' warranties and undertakings
The Pledgors hereby warrant and undertake as follows:
4.1 n execution of this Deed of Pledge, the pledged shares and
rights are under the sole ownership of the Pledgors, there being
no third party right whatsoever in relation thereto, they are not
mortgaged, pledged, attached, dormant or assigned to right of any
other person and that all the requisite authorizations have been
obtained and all the statutory conditions for the transfer
thereof to the Pledgors have been fulfilled.
4.2 The shares are fully paid up.
4.3 Subject to the Company's Articles and the conditions provided by
the Telecommunications Law (Bezeq and Broadcasting), 5742-1982,
(hereafter: "the Telecommunications Law"), and subject to the
conditions of the General Permit for Cable Broadcasting and the
General Permit for the Hot Telecom Limited Partnership for the
provision of stationary inland telecommunication services, there
are no limitations or conditions being applicable, by the nature
of the pledged shares and rights, or under any law or agreement
whatsoever, to the pledging of the pledged shares and rights.
4.4 On execution of this Deed of Pledge, there neither exist nor have
there been executed any voting agreements or other agreement
whatsoever between the Pledgors and the shareholders in the
Company or any of them, or between the Pledgors and any third
party whatsoever in connection with the pledged shares.
4.5 To deposit the shares with the aforesaid trustee forthwith upon
execution of this Deed of Pledge.
4.6 To cause every dividend being due to the Pledgors in respect of
the shares to be transferred to the monetary account.
4.7 To do whatever may be necessary in the opinion of the Bank, at
the Pledgors' expense, in order that the validity of the pledge
hereby created on the pledged shares and rights and/or on
whatever is given from the realisation of any right from the
pledged shares and rights - if any such right be realised - shall
be valid vis-a-vis third parties, including other creditors -
both currently extant and future - of the Pledgors and shall
prevail over their rights and especially, but without derogating
from the generality of the aforesaid, to cause the pledge hereby
created in favour of the Bank and also any amendment to the
aforesaid pledge (and to dispel any doubt it is hereby stated
that no such amendment shall be made other than with the consent
of the Bank) to be recorded with the Registrar of Companies, the
Registrar of Cooperative Societies and/or the Registrar of
Pledges, all according, and also to execute any document which,
in the opinion of the Bank, is necessary for the purpose of
effecting any such registration or in connection therewith,
including execution of a new and/or additional Deed of Pledge
and/or an amendment to this Deed of Pledge and also of all other
such instruments as the Bank may require for these purposes.
4.8 Not to mortgage and not to pledge the pledged shares and rights
or any portion thereof in any manner whatsoever, including a
floating charge, in rights that shall be precedent, equal or
inferior to the rights conferred pursuant to this Deed of Pledge
on the Bank, without obtaining the Bank's prior written consent
so to proceed.
4.9 Not to sell, not to transfer, not to assign in any manner
whatsoever and not to undertake to sell or to transfer or to
assign in any manner whatsoever the pledged shares and rights or
any portion thereof, not to seek and not to obtain the issuance
of share certificates in lieu of the pledged shares and not to
execute any voting or other agreement in connection wit the
pledged shares and rights or any portion thereof, without
obtaining the Bank's prior written consent so to proceed.
4.10 To notify the Bank forthwith of any instance of the imposition of
an attachment, the initiation of any act of execution or the
filing of any application for the appointment of a receiver on
the pledged shares and rights or on any portion thereof. Likewise
to serve notice forthwith of the pledge in favour of the Bank to
the authority have imposed the attachment or initiated the
execution proceeding or that was asked to appoint a receiver as
aforesaid and on any third party having initiated or sought all
or any of the aforesaid and also to adopt, forthwith and at the
expense of the Pledgors, all means necessary for the annulment of
the attachment, the execution proceeding or the appointment of
the receiver, all according.
4.11 To notify the Bank in writing, at least fourteen days in advance,
of any general meeting of the shareholders in the Company being
due to take place, giving full details of the topics slated for
the agenda, and if there be on the agenda of the general meeting
a motion to pass a resolution concerning a modification of the
Company's instruments, a merger, approval of transactions and
deals with office holders or controlling shareholder or with
bodies related tot their, or to the increase or diminution of the
authorized share capital, including distribution or any other
resolution concerning the matters enumerated in sub-paragraph 5.2
hereafter, to issue the Bank also with the wording of the draft
resolution.
4.12 To notify the Bank beforehand and in writing, forthwith upon
becoming aware thereof, of any meeting of the Company's Board
of Directors being scheduled to take place, and on the agenda of
which is a draft resolution and/or a recommendation for the
distribution, or an undertaking to distribute, a dividend, and
also or any other distribution, within the definition thereof in
the Companies Law 5759-1999 and/or and distribution of bonus
shares, and also any resolution on the allocation of shares
and/or securities convertible into shares of the Company and/or
of the publication of a prospectus for the issuance of shares
and/or securities convertible into shares and/or of the giving of
any undertaking of offer for the allocation of shares and/or
securities convertible into shares in the Company and/or a
resolution and/or a recommendation on merger, restructuring
and/or extinguishment.
4.13 Without derogating from Clause 3 aforesaid, to pledge in favour
of the Bank all of the bonus shares, the other shares and the
rights that shall be allocated to the Pledgors in respect of the
pledged shares and rights, to execute all instruments the Bank
may require in connection with the creation of the aforesaid
pledge, and to record the aforesaid pledge as soon as possible
with the Registrar of Companies, the Registrar of cooperative
Societies or the Registrar of Pledges, all according.
4.14 The Pledgors hereby irrevocably confer power of attorney on the
Bank to do, on their behalf in their stead, at the expense of the
Pledgors, any of the transactions set forth in Clauses 4.7 and
4.13 aforesaid; but nothing in the conferring of such power of
attorney is such as to exempt the Pledgors from fulfilling any
whatsoever of their undertakings pursuant to this Deed of Pledge
or such as to oblige the Bank to use such power of attorney, in
whole or in part. The Pledgors hereby exempt the Bank,
beforehand, from all liability in the event that the Bank does
not use any of the powers vesting in it pursuant to the aforesaid
power of attorney.
4.15 As shareholders in the Company, to oppose any modification of the
Memorandum and/or Articles of the Company, and the adoption of
any resolution or other act such as are liable to cause the
dilution of any portion of the pledged shares in the Company's
equity, modification of the rights conferred by the shares, the
allocation of shares or the devaluation of the pledged shares and
rights or injury to the Bank's rights pursuant to this Deed of
Pledge - and to use all their rights for this purpose - unless
the Bank shall have consented, beforehand and in writing, to such
acts, and subject to the conditions stipulated by the Bank.
4.16 To abide by any undertaking imposed upon a shareholder either
statutorily and/or in accordance with the Company's Articles
as the shareholders.
4.17 The Pledgors undertake to issue to the Bank, forthwith upon
becoming aware of same, any warning and/or notice reaching any of
them from the Ministry of Communications and/or the Cable and
Satellite Broadcasting Board within the definition thereof in
Section 6A of the Telecommunications Law (hereafter: "the Board")
and/or from any other competent in connection with a breach of
any law and/or condition of the licenses granted to the Company
and to its subsidiary companies including a general permit for
cable broadcasts and a general permit granted to Hot Telecom
Limited partnership for the provision of stationary inland
telecommunication services.
5. Voting at general meetings and the grant of power of attorney to the Bank
5.1 It is agreed that the Pledgors shall be entitled to participate
in and vote at general meetings, subject to obtaining the Bank's
prior written consent, except on the occurrence of one or more of
the instances set forth in sub-paragraph 5.2 hereafter.
5.2 The Pledgors hereby grant the Bank irrevocable power of attorney
to participate in and to vote at the general meetings of the
Company in respect of the shares and to invoke the rights having
been or that shall be conferred upon the Company's shareholders
either statutorily and/or in accordance with the Company's
Memorandum and Articles, in order that it may make use thereof at
meetings on whose agenda appears one ore more of the instances
set forth in sub-paragraph 5.2.1 hereafter, and also at any
meeting, if there shall have occurred anything described in
sub-paragraph 5.2.2 hereafter, and all to the negation of the
Pledgors' rights. It is stated that the Pledgors shall not be
entitled to vote at such meetings unless they shall have obtained
the Bank's written permission.
5.2.1 Wherever there shall appear on the agenda of the general
meeting a draft resolution which, at the Bank's
discretion, is liable to be prejudicial to its rights as
creditor, including, but without derogating from the
generality of the aforesaid, a resolution for the
voluntary liquidation of the Company and/or a resolution
regarding dilution of shares and/or modifications in the
rights conferred by the shares and/or merger of the
Company and/or extinguishment and/or restructuring of the
Company and/or restructuring of the Company's equity
and/or increase of authorization share capital and/or the
distribution or undertaking to distribute a dividend and
also any other distribution and/or any other act by the
Company being liable to reduce the value of the pledged
shares and rights and/or a resolution concerning
transactions with parties at interest;
"Merger" means, for the purposes of this deed, a
resolution regarding a merger in accordance with Part
Eight or Part Nine of the Companies Law, 5759 - 1999 or
concerning any arrangement or concerning any transaction
that shall result in the acquisition of the bulk of the
Pledgors' assets by a person or corporation or in
accordance with which the Pledgors acquire, either
directly or indirectly, the bulk of the assets of another
corporation or shares of another corporation conferring
upon them control in that corporation.
5.2.2 Whenever there shall have occurred one or more of the
events entitling the Bank to call the secured amounts for
immediate payment as set forth in Clause 9 hereafter;
5.3 The Pledgors consent and hereby empower the Bank, in the
instances set forth in sub-paragraph 5.2.1 and/or 5.2.2
aforesaid, to participative in and to vote at the aforesaid
general meetings as proxy for the Pledgors and also to invoke the
rights having been or that shall be conferred upon the Company's
shareholders either statutorily and/or under the terms of the
Company's Memorandum and Articles.
5.4 The Pledgors hereby agree that the Bank shall not be oblige to
invoke its rights pursuant to Clause 5 aforesaid and it shall be
entitled to invoke those rights or to refrain from invoking them
at its sole discretion for the purpose of safeguarding its rights
pursuant to this Deed of Pledge. Whether or not the Bank
exercises its powers as per this Clause 5, the Pledgors shall be
precluded from pleading that they sustained any damage whatsoever
consequent on the Bank's use of its rights pursuant to this
Clause 5 or the Bank's refraining from using those its rights.
5.5 The Pledgors undertake to report to the Bank on all resolutions
adopted by general meetings, whether or not they actually
voted thereat.
5.6 The Bank shall not be obliged to serve upon the Pledgors any
notices or other information of any type whatsoever reaching the
Bank. The Pledgors hereby warrant that insofar as notices or
information of the type aforesaid is necessary to them, they
shall take steps to obtain the appropriate notices or
information.
6. Right of lien
The Bank shall have right of lien on all the moneys - in either Israeli
currency or foreign currency - being due or that shall be due to the
Pledgors from the Bank in any account / deposit of the Pledgors at the
Bank and/or in any of for any cause whatsoever and on all the notes,
the securities, the bills of lading, the instruments, the chattels and
the other assets of any kind and type whatsoever that the Pledgors have
delivered or shall deliver to the Bank or that any third party has
delivered or shall deliver to the Bank on their behalf for collection,
for security or the safekeeping, and on the proceeds thereof, and
including on rights in connection with all of the aforesaid (hereafter:
"the due amounts"), and the Bank shall at all times be entitled,
without needing so to notify the Pledgors in advance, to retain them
under its hand until extinguishment of all the secured amounts.
In such event, the Pledgors shall not be entitled with withdraw moneys
of the accounts and deposits aforesaid or to act therein or in relation
thereto in any other manner whatsoever, without the consent of thee
Bank, and the Bank shall be entitled to prevent the Pledgors from
making any dispositions whatsoever therein.
7. Right of set-off
7.1 Without derogating from the Bank's right of lien as per Clause 6
aforesaid, the Bank shall be entitled (but not obliged), at all
times, without being required to serve advance notice thereof
upon the Pledgors:
7.1.1 To offset any one of the secured amounts as against
amounts due to the Pledgors from the Bank in any account/
deposit and/or in any other manner or for any cause
whatsoever and in any currency whatsoever (all even prior
to the due date of amounts falling due as aforesaid, and
against which the set-off is being made);
7.1.2 To acquire any foreign currency amount that may be
necessary for extinguishment of any one of the secured
amounts or to sell any foreign currency whatsoever being
held in the Bank to credit of the Pledgors, and to use the
consideration of the sale for extinguishment of any of the
secured amounts, or, all accordance, for the purpose of
purchasing any other foreign currency that may be
necessary for the extinguishment of the secured amounts.
7.1.3 To debit any account and any deposit of the Pledgors with
the Bank in any amount of the secured amounts and if the
secured amounts or any of them are in respect of foreign
currency credit - to debit any account and any deposit of
the Pledgors being maintained in the currency of such
credit, or any account of the Pledgors, being maintained
in Israeli currency or other foreign currency in
consideration thereof (in Israeli currency or the other
foreign currency) at the exchange rate in effect with the
Bank on the date of debiting the account as aforesaid.
7.2 The Bank shall be entitled to make such offset, without serving
prior notice, but in the following instances the Bank shall be
entitled to make the offset after serving prior notice upon the
Pledgors:
7.2.1 In case of offset of amount not yet having matured.
7.2.2 In case of offset from a fixed deposit which, but for the
setoff, would be automatically extended or renewed, in
such a way that certain rights or benefits would accrue to
the Pledgors. Notwithstanding the aforesaid, if
postponement of the setoff is liable to worsen the Bank's
position or to injure any of its rights whatsoever - then
the setoff shall take place forthwith.
Likewise, if notice shall have been served and if, during
the designated period there arrives an attachment, notice
of receivership of the Pledgors' assets or any event
entitling the Bank to call for immediate payment, then the
setoff shall take place forthwith.
7.3 Any acquisition or sale as per sub-paragraph 7.1.2 aforesaid
shall be made (if any) in accordance with the exchange rate in
effect with the Bank out of amounts in Israeli currency or out of
amounts in foreign currency, all according, being held with the
Bank to credit of the Pledgors or being obtained from the
disposal of any securities whatsoever having been or that shall
be given to the Bank by or for the Pledgors.
7.4 Any debit as per sub-paragraph 7.1.3 aforesaid and any debit as
described hereafter, shall be made (if any) whether in an
existing account or deposit or in an account of deposit to be
opened for such purpose by the Bank in the name of the Pledgors,
whether or not the account or the deposit to be debited are of
the credit or the debit type, or become debitory as a result of
being debited as aforesaid, and the debit balance remaining (if
any) in the account to be debited as aforesaid, shall bear
interest at the maximum rate.
However, if, as a result of any debit in respect of foreign
currency as aforesaid or as described hereafter, any account
becomes debitory or the debitory balance therein increases, then,
if such account is maintained in Israeli currency, the Bank shall
be entitled, at all times, to credit such account and to
correspondingly debit any account or deposit belonging to the
Pledgors in the relevant foreign currency at the exchange rate in
effect with the Bank on the day of debiting such foreign currency
account or deposit; and if such account is maintained in foreign
currency, then the Bank shall be entitled, at all times, to
credit such account and to correspondingly debit any account or
deposit belonging to the Pledgors in the relevant foreign
currency at the exchange rate in effect with the Bank on the day
of debiting the foreign currency account of deposit as aforesaid;
and if such account is maintain in foreign currency, the Bank
shall be entitled at all times to credit such account and to
correspondingly debit any account or deposit belonging to the
Pledgors in Israeli currency at the exchange rate in effect with
the Bank on day of debit such account.
7.5 The Pledgors hereby warrant themselves to be aware that wherever
the Bank uses setoff rights as aforesaid prior to the due date of
any amount whatsoever in the Pledgors' deposits with the Bank,
changes detrimental to the Pledgors are liable to occur in all
matters pertaining to their rights in respect of or in connection
with such amount (such as for the purpose of interest rates,
linkage differentials, exchange rate differences, rights to
grants or loans, exemption from or discount on income tax and
withholdings at source), and the Bank shall also be entitled to
deduct from the deposit amounts any commissions, expenses and
damages that it customarily collects on early deposits withdrawal
by the Pledgors.
7.6 Whenever an attachment is imposed on any asset of the Pledgors by
the Bank or on any amount being due to the Pledgors from the Bank
- the Bank shall have right of lien in respect of such asset or
amount, all according, and all until the lifting of such
attachment, provided that the right of lien pursuant to this
sub-paragraph shall apply only in respect of assets and moneys
the aggregate amount of which shall not exceed the unpaid balance
of the secured amount as shall be in place from time to time. The
Bank's right of lien pursuant to this sub-paragraph shall be in
addition to the Bank's rights as per Clause 6 aforesaid.
8. Non-contingent securities
The pledge hereby created in favour of the Bank shall be non-contingent
on all the other security or guarantees that the Bank shall have
received or shall receive from the Pledgors and/or from the Debtors or
for the Debtors and shall not affect them and shall not be affected and
shall serve as a standing guarantee that shall continue fully valid
until the Bank issues the Pledgors written confirmation that this Deed
of Pledge is null and void, and all even if, at any time before the
Bank issues the Pledgors with such confirmation, there did not exist
any debit/liability whatsoever of the Debtors towards the Bank.
9. Immediate repayment
The Bank shall be entitled to call all or any of the secured amounts
for immediate repayment, together with linkage differentials, exchange
rate differences, accrued interest, interest at maximum rate, expenses,
other debits and commissions accrued together with any amount being, in
the opinion of the Bank, such as to compensate the Bank in respect of
any damage occasioned to it due to immediate repayment as aforesaid,
whenever the Pledgors are in breach of any undertaking included in this
Deed of Pledge, and also on occurrence of an event, or on the emergence
of circumstances conferring on the Bank - according to instruments
having been and/or that shall be executed by the Debtors - the right to
call all or any of the secured amounts for immediate repayment, and
also in any of the following instances:
9.1 If the Pledgors adopt a merger resolution within the aforesaid
definition thereof and/or a liquidation resolution or if there is
brought against the Pledgors an application for liquidation or
for the appointment of a pre-temporary liquidator, receiver,
temporary receiver or for the opening of rehabilitation
proceedings or for stay of proceedings, or if a receivership
order is given against them or if an application for receivership
is made against any asset whatsoever of the Pledgors, or if an
act of Bankruptcy sis filed by them or if a creditors' meeting is
convened by the Pledgors for the purpose of reaching an
arrangement with them or in case of the demise of the Pledgors or
if the name of the Pledgors is stricken from any register
whatsoever being statutorily maintained or if it is about to be
stricken, or if the Pledgors are declared legally incompetent or
if an attachment is imposed on the pledged shares and rights and
not lifted within 7 days.
9.2 If the Pledgors shall be in breach of or shall fail to fulfil any
whatsoever of their undertakings towards the Bank, whether such
undertaking is included in this Deed of Pledge or whether it is
included or shall be included in any other instruments or if it
transpires that any warranty or confirmation whatsoever of the
Pledgors, whether included in this Deed of Pledge or whether
included or that shall be included in another instrument
delivered by them to the Bank, are incorrect or inaccurate.
9.3 Without derogating from the import of Clause 5, if a general
meeting of the Company is convened, on whose agenda is a draft
resolution as set forth in sub-paragraph 5.1.1 aforesaid, being,
at the Bank's discretion, such as may prove prejudicial to the
Bank's rights under this Deed of Pledge of to the value of the
pledged shares and rights or if such resolution is adopted by the
Company in general meeting.
9.4 If, in the opinion of the Bank, the value of the pledged shares
and rights has, for any reason whatsoever, depreciated or is
liable to depreciate to less than the value thereof on date of
execution of this Deed of Pledge.
9.5 If any event shall have occurred the outcome of which is liable
to confer upon any concern whatsoever in Israel and/or elsewhere,
pursuant to any instrument executed and/or that will be executed
by the Pledgors, the right to call for immediate payment all or
any of the Pledgors' debts and liabilities towards such concern,
even if such concern does not invoke its right as aforesaid.
9.6 If trading shall be suspended for 7 successive days in the
Company's shares or if the Company's shares are de-listed from
trading at the Tel-Aviv Stock Exchange, and if of any of the
instances aforesaid in this Clause, mutatis mutandis, should
befall the Company or any guarantor whatsoever having guaranteed
the repayment of all or part of the secured amounts, and/or
having credited the Bank with security to secure repayment of all
or any of the secured amounts.
10. Realisation
On occurrence of any of the instances set forth in Clause 9, and after
service of fourteen days written notice upon the Pledgors, the Bank
shall be entitled tot adopt all means it deemed necessary in order to
collect the secured amounts from the Pledgors and to take any procedure
being, in the Bank's opinion, needful in order to safeguard the Bank's
rights pursuant to this Deed of Pledge, and likewise - without
derogating from the generality of its rights - to dispose of the
pledged shares and rights pursuant to this Deed of Pledge, provided
that such disposal of the pledged shares and rights shall be made after
obtaining the prior written authorization of the Minister of
Communications, including whomsoever the Minister shall have delegated
any of his powers, all in accordance with a general permit to Hot
Telecom Limited Partnership for the Provision of Stationary Inland
Telecommunication Services, and also after obtaining the prior written
consent of the Board pursuant to a General Permit for Cable and
Satellite Broadcasts.
11. Attribution of amounts
11.1 All amounts collected by the Bank from disposal of the pledged
shares and rights, including amounts carried to credit of any
account of the Pledgors, shall serve for the objects hereafter
set forth in order thereof or in any other order chosen by the
Bank:
11.1.1 For the extinguishment of expenses occasioned as a result
of disposal as aforesaid and also any expense occasioned
as a result of the adoption of any proceedings whatsoever
by the Bank for the purpose of safeguarding its rights
pursuant to this Deed of Pledge;
11.1.2 For extinguishment of the remaining expenses, Bank
charges, interest and additional amounts consequent on the
linkage of the interest, the due date whereof has arrived
and which the Pledgors failed to pay to the Bank;
11.1.3 For extinguishment of principal amounts and the additional
amounts due to linkage of the principal, the due date
whereof has arrived and which the Pledgors failed to pay
to the Bank;
11.1.4 For the purpose of deposit thereof in a special account or
other account in the name of the Debtors held with the
Bank, which shall serve as a guarantee for the full
extinguishment of the remainder of the secured amounts,
whether amounts whose due date has not yet arrived, or
amounts being or that shall be due to the Bank pursuant to
any contingent indebtedness or liability whatsoever, or
any other amounts whatsoever; and all without derogating
from the Bank's rights pursuant to Clauses 6 and 7
aforesaid.
11.2 Unless otherwise agreed in writing between the Pledgors and the
Bank, the amounts per sub-paragraph 11.1.4 shall be deposited in
an interest bearing shekel account for payment on demand, being
kept with the Bank at that time in respect of its clients' shekel
deposits, or - if the Bank holds no such deposit at that time -
the amounts shall be deposited from time to time in an interest
bearing deposit for the shortest term in effect at the time with
the Bank in respect of its clients' shekel deposits.
12. Third party pledge
12.1 Since this pledge is given as third party security, the Pledgors
shall be deemed, in accordance with the provisions of Section 12
of the Security Law, 5727-1967 to be guarantors; however, the
Bank may exact repayment from them by disposing of the pledged
shares and rights only. To dispel any doubt, and notwithstanding
as stipulated anywhere else in this deed, it is stated that the
Bank shall not claim and shall not be entitled to claim and/or
shall not be entitled to claim from the Pledgors any additional
amounts whatsoever in addition to amounts received as a result of
the disposal of the pledged shares and rights.
12.2 The Bank shall be entitled to realise its rights pursuant to this
deed at the same time as sending a demand for the extinguishment
of any payment from the Debtors.
12.3 The Bank shall be entitled, at all times, at its sole discretion,
and without being required so to notify the Pledgors:
(A) To increase, to renew, to reduce, to discontinue and
otherwise to modify any loan, overdraft or credit and any
other banking service rendered or that shall be rendered by
the Bank to the Debtors;
(B) To allow the Debtors or any guarantor for the Debtors an
extension in time and similar or other concessions;
(C) To compromise, to waive or to make any other arrangements
with the Debtors on with any guarantor for the Debtors;
(D) To replace, to renew, to modify, the amend, to annul, to
release or to refrain from realising or enforcing any
security or guarantees or rights whatsoever that have been
or shall be given in favour of the Bank for securing the
secured amounts, in whole or in part;
And the Pledgors agree that any such act on the part of the Bank,
or its refraining from any such act shall not prejudice, shall
not annul and shall in not wise affect the Bank's rights pursuant
to this Deed of Pledge.
12.4 The validity of this Deed of Pledge shall not be adversely
affected in consequent of or as a result of the Bank's not having
obtained or not being about to obtain for securing the
extinguishment of all or any of the secured amounts, any
security or guarantees whatsoever (if the Bank has in fact
obtained or is due to obtain any security or guarantees
whatsoever) or by any indebtedness/liability whatsoever on the
part of the Debtors towards the Bank or in any instruments
executed or due to be executed by the Debtors or by another or
others in respect of or in connection with the secured amounts or
any portion thereof of in consequent of or as a result of any
plea of prescription, legal incompetence or lack of authority on
the part of the Debtors.
12.5 The Pledgors agree that the extinguishment of the secured amounts
or any portion thereof by them to the Bank shall not confer upon
them any right to receive any security or guarantee whatsoever
from the Bank even if the Bank has received or is due to receive
any such to secure the secured amounts, in whole or in part, and
the Pledgors hereby waive in advance any right to receive any
such security or guarantee.
12.6 The Pledgors hereby warrant that they have not received any
security whatsoever from the Debtors in connection with this
deed, and hereby undertake to accept no such security without the
Bank's prior written consent.
12.7 If any payment that the Bank has received or is due to receive
from any source whatsoever on account of the secured amounts
or that any security or guarantee whatsoever given or due to be
given in favour of the Bank by the Debtors or by the Pledgors or
by one or any of them or by others for them - shall be deemed
null by virtue of any legal provision pertaining to bankruptcy or
liquidation, as may be in force at such time, and it subsequently
transpires that in placing reliance on the payment the security
or the guarantee aforesaid, the Bank confirmed the expiry of the
pledge or reached some other arrangement with the Pledgors, then
the Pledgors shall owe the Bank pursuant to this deed as if the
confirmation or the arrangement aforesaid had never been given or
made.
13. Lawsuits, splitting of claims and expenses
13.1 If the Bank has filed a claim against the Debtors and/or the
Pledgors for payment of any amount due or that shall be due from
them to the Bank on account of the secured amounts, the Bank
shall be entitled to sue in respect of the period commencing from
date of filing of the claim or - at the Bank's discretion - from
the day on which that amount becomes due to the Bank and until
full actual payment thereof, interest at the maximum rate that
shall accrue as per Clause 14 hereafter.
13.2 The Bank shall be entitled to spit its claim for repayment of the
amounts due or that shall be due to it on account of the secured
amounts, whether they arise from a number of causes or from a
single cause, and to sue piecemeal for repayment of these
amounts, in such a way that a portion shall be used by the Bank
as cause for a separate lawsuit independent of any other portion.
13.3 All the expenses involved in the preparation of this Deed of
Pledge, the stamps duty hereon, the registration hereof with
the Registrar of companies or with the Registrar of Cooperative
Societies or with the Registrar of Pledges, all according, on
realisation or annulment, hereof, on redemption of the pledged
shares and rights, in whole or in part, or in any claim that may
be filed by the Bank in respect of amounts due to it or that
shall be due to the Bank from the Pledgors on account of the
secured amounts, and including fees to the Bank's lawyers, shall
apply to the Pledgors; the amount of lawyers' fees that shall
apply as be as stipu8lated in any judgment or decision of court,
and, if non - as shall be agreed between the Bank and the
Pledgors. And in absence of any agree - at the minimal tariff,
whether it be binding or not and if the minimal tariff is
annulled, at a reasonable fee amount given the circumstances of
the case and without derogating from the right of the Bank under
Clauses 6 and 7 aforesaid, the Pledgors hereby undertake to pay
to the Bank, forthwith on first demand, any expense as
aforesaid,s together with maximum interest within the following
definition thereof, in respect of the period commencing from date
of issue thereof by the Bank as aforesaid and until actual
payment thereof.
14. Accrual of interest
Interest at the maximum rate that shall be compounded throughout every
month or, at the Bank's discretion, throughout any other period
respecting which accrual of interest shall be permissible under law,
shall likewise bear interest at the maximum rate.
15. The Bank's books
15.1 All records in the Bank's books shall be deemed correct and shall
serve as prima facie proof toward the Pledgors as to all the
details thereof; a copy of the aforesaid records or any portion
of the aforesaid records, or of the last page of the aforesaid
records, being confirmed by the Bank on the copy of the records
or on the portion or on the page aforesaid or in a separate
document - shall serve as prima facie proof of the exists of the
aforesaid records and of the correctness of the details specified
in such copy.
15.2 The Pledgors undertake to examine every copy of account, every
notice and every letter that shall be delivered or mailed to them
by the Bank or via an automatic machine and to issue to the Bank
their written comments in respect there - if any - within sixty
days of the date of delivery of mailing by the Bank, all
according.
15.3 The correctness of any detail recorded in any copy of an account,
notice or letter as aforesaid, respecting which the Bank has not
received the written comments of the Pledgors within the
aforementioned space of time, shall be deemed confirmed by the
Pledgors to the Bank.
16. Waivers
A waiver by the Bank to the Pledgors in respect of any breach
whatsoever or non-fulfilment of any condition/s whether such
undertaking or condition are included in this Deed of Pledge or whether
include or due to be included in any other instrument having been or
due to be executed by the Pledgors and/or the Debtors, shall not be
deemed consent on the part of the Bank to any addition breach or any
further non- fulfilment of any condition or undertaking as aforesaid.
The Bank's refraining from realising any right whatsoever, vesting in
it pursuant to this Deed of Pledge or under any other instruments ors
statutorily, shall not be deemed as a wavier of such right. No waiver
on the part of the Bank, no compromise or other arrangement with the
Bank shall be binding upon the Bank unless made in writing.
17. Address and notices
The address of the Pledgors for the purpose of service of mail items,
including process of court, is the address specified above as the
mailing address, or any other address in Israel whereof the Pledgors
shall notify the Bank in writing, on a Bank form a copy of which,
signed by the Bank, shall be delivered to the Pledgors, or by
registered mail receipt of which the Bank shall have confirmed to the
Pledgors in writing. With the consent of the Bank, the Pledgors may
give as a mailing address also an electronic (e-mail) post box address,
which shall be deemed to all intents and purposes to be the address of
the Pledgors.
The Bank may send or deliver any notice, demand, copy of account or
other instrument of any type (including any negotiable instrument) to
the Pledgors by ordinary mail or otherwise, at its discretion
(including by means of automatic instrument or computer terminal or
electronic mail), and any document so sent shall be deemed to have been
received by the Pledgors within 72 hours as of sending. Written
confirmation by the Bank of any mailing or delivery, the time and
manner of their sending, shall serve as prima facie proof toward the
Pledgors of the mailing, the delivery and time specified therein.
18. Applicable law
The laws of the State of Israel shall apply to this Deed of Pledge and
to the interpretation hereof.
19. Venue
The Pledgors hereby agree that the sole venue for the purpose of this
Deed of Pledge shall be the Tel-Aviv court.
20. Transfer of rights
The Bank an its assigns shall be entitled, at all times, to transfer to
banks and/or financial institutions their rights pursuant to this Deed
of Pledge or any portion thereof, without needing to obtain the consent
of the Pledgors.
21. Definitions
The terms set forth in this Deed of Pledge, including "dividend", shall
have the meaning assigned to them in the Companies Law 5759-1999,
except where otherwise expressly stated in the Deed of Pledge itself or
if expressly otherwise defined in this Clause:
21.1 The term "interest at the maximum rate thereof: means -
21.1.1 In respect of any one of the secured amounts in an
instrument whereby the obligation to pay arises the
interest rate to be collected in case of failure to pay on
due date thereof has been defined as the interest rate
within the definition thereof in such instrument in
respect of any amount not paid on due date thereof.
21.1.2 In respect of any other amount:
21.1.2.1 The highest interest rate being in effect with
the Bank from time to time (also to include the
additional interest charged un unauthorized
overdrafts) in respect of debit balances in a
checking account/current drawing account/current
credit account or foreign currency account, all
according, not paid to the Bank by due date
thereof.
21.1.2.2 In respect of any one of the secured amounts
regarding which any enactment has specified a
maximum interest rate in the event that such
amount is not paid by due date thereof -
interest at the maximum rate permissible under
such enactment in respect of such amount;
Written confirmation by the Bank as regards the maximum
interest rate within the aforesaid definition thereof - in any
period or periods to which such confirmation may relate -
shall serve as prima facie proof toward the Pledgors of the
details specified in such confirmation;
21.2 The term "the rate in effect with the Bank" or "the Bank Leumi
LeIsrael BM rate" means -
In respect of any sale of foreign currency for the Pledgors - the
rate for transfer and cheques as determined by the Bank at the
relevant time as being the `Bank Leumi LeIsrael BM rate" in
accordance with which the Bank will purchase the relevant foreign
currency from its clients in consideration of Israeli currency.
In respect of any purchase of foreign currency for the Pledgors
or the debiting of the clients' account in Israeli currency in
consideration of foreign currency - means - the rate of transfers
and cheques determined by the Bank at the relevant time as the
"Bank Leumi LeIsrael BM rate" whereby the Bank will sell the
relevant foreign currency to its clients in consideration of
Israeli currency.
Applicable to any purchase or sale as aforesaid shall be exchange
commission any tax, levy, compulsory payments or other such
payments.
Written confirmation by the Bank in respect of the exchange rate
in effect with the Bank at the relevant time shall serve as
primate facie proof.
21.3 The term "note" means -
Any promissory note, note of exchange, cheque, withdrawal,
payment order and also any negotiable instrument of any type
whatsoever;
21.4 The term "the Bank's books" shall be construed as also
including -
Any book, ledger, account or deposit page, copy of account page,
loan contract, letter of undertaking, note under hand of the
Pledgors, card index file, sheet, reel, any means of data storage
for the purposes of electronic computers and also any other means
of data storage.
21.5 The term "records" shall be construed as including also -
Any record or copy of a record, whether recorded or copied in
handwriting or by typewriter or whether recorded or copied by
printing, duplication, photocopying (including microfilm) or by
means of any mechanical, electrical or electronic instrument or
by means of electronic computer recorded or by any other means of
recording or presentation of words of digits or other marks
whatsoever being in effect with Banks.
21.6 The term "Bank" -
Also any one of its branches or offices - either in Israel or
outside of Israel - and also any of the Bank's assigns or
attorneys and also any transferee of the Bank.
21.7 The term "securities" -
Shall be construed as including (in addition to the ordinary
meaning thereof) also any asset (whether eligible or held) the
recording respecting which are maintained or kept at the Bank
within the framework of the deposit and also any right and any
benefit (monetary or other) that shall accrue on or in respect of
the securities
22. Standing of the signatories to this deed
22.1 The content of this Deed of Pledge shall be binding upon all the
signatories thereto jointly and severally; this shall be so eve
if, for any reason whatsoever, one or more of those defined above
as "Pledgors" are not signatories thereto.
22.2 Any right vesting in or that shall vest in the Bank toward the
Pledgors pursuant to this Deed of Pledge shall be deemed to vest
in the Bank, both towards the Pledgors jointly and towards any of
them and towards each one of them severally; any mention of the
Pledgors shall be deemed to relate both to all the Pledgors
jointly, and to any of them and each one of them severally.
23. Additional instruments
Nothing contained in this Deed of Pledge is such s to injure and/or to
derogate from any right whatsoever of the Bank's pursuant to any
instrument or undertaking whatsoever that the Pledgors and/or the
Debtors have executed vis-a-vis the Bank.
24. Plural and singular number
If this deed is executed by one of the Pledgors, then everything
contained herein - to such extent as it relates to the Pledgors - shall
be deemed written in the singular number.
25. Headings
The headings to the Clauses in this Deed of Pledge are for the purpose
of convenience only, and are not be to be taken into account in
construing the conditions of this deed.
In witness whereof the Pledgors have set their hand this 30th
day of the month of December in the year 2004
Stamped and signed: ( - )
Delek Investments & Properties Ltd