Split Agreement Between Motorola Israel Ltd. and MIL Fino Ltd. Dated December 28, 1999

Contract Categories: Mergers & Acquisitions › Plan of Reorganization Agreements
Summary

This agreement is between Motorola Israel Ltd. and MIL Fino Ltd., outlining the division of Motorola's business activities, assets, and liabilities into two separate companies. Motorola will retain its Network Management Group and Personal Communications Sector, while MIL Fino will receive all other specified activities, assets, and liabilities. The transfer is subject to court approval and certain legal and tax requirements. Both parties agree to assume relevant obligations and legal proceedings related to their respective new business areas, effective December 31, 1999.

Read More Arrow
EX-10.9 13 a2025305zex-10_9.txt EXHIBIT 10.9 EXHIBIT 10.9 SPLIT AGREEMENT Between MOTOROLA ISRAEL LTD. and MIL FINO LTD. (IN FOUNDATION) December 28, 1999 SPLIT AGREEMENT AGREEMENT made as of December 28, 1999 by and between Motorola Israel Ltd., an Israeli company ("MOTOROLA") and MIL Fino Ltd., an Israeli company in foundation ("MIL"). WHEREAS, the universal Motorola group is currently in the midst of a process of global reorganization, the purpose of which is to divide between two of the group's primary fields of activity - the Cellular Infrastructure Group field ("CIG") and the Network Management Group ("NMG"), with the objective of solving structural conflict of interests and internal competition problems within the group, which adversely affect its profitability; and WHEREAS, Motorola operates, directly and through companies and corporations held by it, in both the CIG field and the NMG field; and WHEREAS, the Board of Directors of Motorola has resolved to divide Motorola's fields of activity into two separate companies, each of which will focus on a different field of activity, pursuant to Sections 233-234 of the Companies Ordinance [New Version], 5743-1983 and/or the provisions of Sections 350-351 of the Companies Law, 5759-1999 and in accordance with Section 105 of the Income Tax Ordinance [New Version], 5721-1961; and WHEREAS, MIL is a new company recently established as part of the split plan for purposes of being transferred part of the activity, assets and liabilities of Motorola in this split plan; and WHEREAS, the parties wish to divide Motorola's activity, assets and liabilities such that all Motorola's activity (other than NMG and Personal Communications Sector equipment - "PCS") will be transferred to MIL, while Motorola will operate in the field of NMG and PCS; and WHEREAS, the parties wish to establish the said split and their relations following the implementation thereof within the framework of this Agreement; and WHEREAS, the parties to this Agreement represent and warrant that there is no legal or contractual restriction to their engagement in this Agreement, other than as stated hereunder in this Agreement; NOW, THEREFORE, the parties hereto declare, stipulate and agree as follows: 2 1. DEFINITIONS For the purposes of this Agreement, the following terms shall have the meanings appearing next to them, unless explicitly specified otherwise: "CLOSING DATE" means 7 days after the fulfillment of all the pre-conditions, as set forth in section 5 below. "COMPANIES LAW" means the Companies Law, 5759-1999. "COMPANIES ORDINANCE" means the Companies Ordinance [New Version], 5743-1983. "INCOME TAX ORDINANCE" means the Income Tax Ordinance [New Version], 5721-1961. "LEGAL PROCEEDINGS" means legal or quasi-legal proceedings, civil, criminal or administrative, before an authorized court or tribunal, including arbitration, to which Motorola is or will be a party, and which are pending on the Closing Date or will be filed against any of the parties following the Closing Date. "LIABILITY" means any debt, obligation or charge, whether present or future, whether absolute or contingent. "ORDER OF SPLIT" means an order to be granted by the authorized court for implementation of the Split Arrangement Plan, INTER ALIA, in accordance with the provisions of Sections 233 and 234 of the Companies Ordinance or in accordance with the provisions of Sections 350 and 351 of the Companies Law. "RIGHT" means any right or benefit, in possession or in action, whether present or future, whether absolute or contingent, as well as any asset, including rights in subsidiaries and/or affiliates, as defined in the Securities Law, 5728-1968. "SEVERANCE PAY LAW" means the Severance Pay Law, 5723-1963. "SPLIT ARRANGEMENT PLAN" means the split arrangement plan that will be attached as an appendix to the motion submitted to the authorized court as soon as possible after the signing of this Agreement. "THE EFFECTIVE DATE" means the 31st of December, 1999. "TRANSFERRED ACTIVITY" means all the Rights, Liabilities, licenses and permits transferred pursuant to this Agreement. 3 2. THE SPLIT 2.1 GENERAL On the Closing Date, effective as of the Effective Date, Motorola shall transfer to MIL all of its Rights and Liabilities, as specified in this Agreement, according to the court's order approving the Split Arrangement Plan and by the authority of this order. 2.2 TRANSFER OF RIGHTS, LIABILITIES, LICENSES AND PERMITS 2.2.1 Motorola shall transfer and/or assign to MIL, and MIL shall accept the transfer and/or assignment from Motorola of Rights, Liabilities, licenses and permits such that, immediately after the Closing Date (effective as of the Effective Date) MIL shall have the Rights, Liabilities, licenses and permits as specified in Appendix A1 to this Agreement and Motorola shall have the Rights, Liabilities, licenses and permits as specified in Appendix A2 to this Agreement. The transfer and/or assignment of the Rights, Liabilities, permits and licenses will be effected on an "AS IS" basis on the Closing Date. 2.2.2 Details of all written and oral agreements and contractual obligations pertaining to the Transferred Activity and which are in effect on the Effective Date, are specified in Appendix B to this Agreement. 2.3 LIENS, GUARANTEES AND WRITS OF INDEMNITY 2.3.1 On the Closing Date and pursuant to the Order of Split, liens will be registered on the assets of MIL and the liens registered on the assets of Motorola shall be cancelled such that the liens registered on the assets of the parties, including the order of priority among them, will be as specified in Appendix C to this agreement. 2.3.2 On the Closing Date, MIL shall assume guarantees and indemnification undertakings that refer to the Transferred Activity, as specified in Appendix D to this Agreement, and Motorola shall be released of its guarantees and indemnification undertakings transferred to MIL. 2.3.3 Motorola shall act to obtain consents and authorizations from the lienholders and/or guarantee beneficiaries, which are required, if required, for the purpose of effecting the transfer of the Transferred Activity, and the performance of the aforesaid in subsection 2.2 above. 4 2.5 LEGAL PROCEEDINGS 2.5.1 Pursuant to the Order of Split and subject to the terms thereof, all Legal Proceedings existing on the Closing Date and which refer to the Transferred Activity pursuant to this Agreement shall be transferred, on the Closing Date, to MIL. To the best of Motorola's knowledge, as of the signing of this Agreement, there are no existing Legal Proceedings, which refer to the Rights and Liabilities of Motorola transferred to MIL pursuant to this Agreement. 2.5.2 Any Legal Proceeding initiated against Motorola after the Closing Date on the grounds of a cause of action, which refers to the Transferred Activity, whether such cause of action arose prior to the Closing Date or following the Closing Date, will be transferred to MIL. 2.5.3 Any Legal Proceeding initiated against MIL after the Closing Date on the grounds of a cause of action, which refers to activities of Motorola that are not included in the Transferred Activity, whether such cause of action arose prior to the Closing Date or following the Closing Date, will be transferred to Motorola. 2.5.4 In the event that the transfer of a Legal Proceeding from the party against which the claim was submitted (the "Sued Party") to the party holding the Rights, Liabilities, licenses and permits in relation to which the Legal Proceeding was initiated (the "Debtor"), as stated in section 2.5.1 and/or 2.5.2 and/or 2.5.3 above, is not made possible, for whatever reason, and after the parties have made their best efforts to transfer the said Legal Proceeding, or alternatively, in the event that the initiation of a Legal Proceeding by the Debtor against a third party is not made possible for whatever reason, other than by means of the Sued Party, the parties shall proceed as follows: One. The Legal Proceeding will remain standing against or in the name of the Sued Party. In practice, the Legal Proceeding will be managed by the Debtor and at its expense, provided that subsections (b) - (d) below apply. Two. The Sued Party shall notify the Debtor of the initiation of the said Legal Proceeding immediately after it becomes aware of same and will convey to the Debtor all information in its possession pertaining to the said Legal Proceeding. The Sued Party undertakes to take any reasonable action, at the request of the Debtor, for the purpose of assisting the Debtor in the management of the Legal Proceeding, provided that the Debtor bears all the expenses involved therein. 5 Three. It is agreed that any settlement and/or waiver within the framework of a Legal Proceeding managed by the Debtor will require the prior consent of the Sued Party, which shall not be unreasonably withheld. Four. The Sued Party may demand from the Debtor to take part in the management of the Legal Proceeding. In such case, the Sued Party shall bear the expenses derived thereof and the aforesaid in subsection (c) shall not apply. 2.5.5 In the event that the Legal Proceeding involves more than one debtor, the Legal Proceeding will be managed by the debtors and the share of liability of each of the parties to this agreement for the said Legal Proceeding shall be divided among them in accordance with sections 2.5.2 and 2.5.3 above. 2.6 EMPLOYEES 2.6.1 The employees of Motorola whose work is related to the Transferred Activity and whose names appear in Appendix E (the "Transferred Employees") will cease to be employees of Motorola, on the Closing Date (in effect as of the Effective Date), and will become the employees of MIL. 2.6.2 Motorola represents and undertakes that it has made, with respect to the Transferred Employees and with respect to the period of their employment at Motorola, all the allocations for social benefits required by applicable law or agreement, including allocations for pension, retirement (VSP) and termination of employment. 2.6.3 MIL shall receive all the rights that exist with respect to the Transferred Employees in the funds and/or reserves and/or pursuant to any financial and/or other arrangements and all funds, allocations and reserves transferred with respect to the Transferred Employees shall be registered in its books. MIL shall be liable toward the Transferred Employees for all the social benefits, including for any debt arising from the termination of employer-employee relations, that will apply after the Effective Date, such that, with respect to the Severance Pay Law, the Transferred Employees shall be deemed as having worked at MIL for the period of their employment at Motorola. 2.6.4 Motorola shall indemnify MIL for any payment and/or expense incurred by MIL with respect to the Transferred Employees' period of employment at Motorola until the Effective Date and which have not been covered as part of the assignment of rights pursuant to section 2.6.3 above, provided that MIL has notified Motorola of any demand and/or claim submitted 6 against it on this matter and permitted Motorola to manage the defense against any such demand and/or claim. MIL shall not agree to any settlement agreement or other arrangement with respect to the said demand and/or claim and shall not pay any sum or equivalent with respect thereto without Motorola's consent, other than subject to a binding judicial order. 2.7 REAL PROPERTY On the Closing Date (effective as of the Effective Date) Motorola's ownership and/or lease rights and/or contractual rights to receive rights of ownership and/or lease in real property shall be transferred to MIL, as specified in Appendix F to this Agreement. In the event that the transfer of any real property rights is not made possible, for whatever reason, Motorola will hold all such rights in trust for the benefit of MIL and MIL shall indemnify Motorola for any payment and/or expense incurred by Motorola with respect to such rights. 2.8 In the event that any of the transfers set forth in this section 2 is not made possible, for whatever reason, the parties will negotiate and sign additional agreements that will provide with an arrangement satisfactory to both parties. 3. ACTIONS UNTIL THE CLOSING DATE 3.1 Motorola shall act to convene creditors' and shareholders' meetings for the purpose of approving the Split, in accordance with the orders issued by the District Court in Tel-Aviv-Jaffa. 3.2 The parties shall proceed to fulfill the pre-conditions to this Agreement, as set forth in section 5, by the Closing Date and shall sign any documents necessary for the full implementation and completion of the Split pursuant to this Agreement, with the purpose of completing it by June 30, 2000, unless the Board of Directors of Motorola decides to extend this date. 3.3 Immediately after obtaining the approval of the Split by the meetings specified in subsection 3.1, above in accordance with the provisions of Section 233 of the Companies Ordinance or Section 351 of the Companies Law, as the case may be, and the fulfillment of all the pre-conditions in accordance with section 5 of this Agreement, Motorola shall approach the court with a motion for granting of an Order of Split in accordance with Section 234 of the Companies Ordinance or in accordance with the provisions of Section 351 of the Companies Law, as the case may be. 7 4. FULFILLMENT OF TAX EXEMPTION CONDITIONS 4.1 Each party undertakes, in order that the validity of the Split and tax benefits granted to either of the parties pursuant to Chapter Four of Part E-2 and/or Section 16A of the Income Tax Ordinance are not prejudiced, to fully and accurately comply, as of the Closing Date, with the provisions of Chapter Four of Part E-2 and/or Section 16A and/or with the conditions of the Income Tax Commissioner's approval. 4.2 The aforesaid in section 4.1 above will apply on any future change in the tax exemption conditions approved by the Income Tax Commission. 5. PRE-CONDITIONS 5.1 This Agreement is subject to the cumulative fulfillment of all the following pre-conditions: 5.1.1 Receipt of an Order of Split, including authorization to decrease Motorola's capital, should this be required for purposes of the Split. 5.1.2 Receipt of the Income Tax Commissioner's pre-ruling, in accordance with Section 105H of the Income Tax Ordinance, to the full satisfaction of Motorola that the Split pursuant to this Agreement complies with the conditions specified in Chapter Four of Part E-2 and/or Section 16A of the Income Tax Ordinance and/or that the Split is tax exempt under any applicable law. 5.1.3 Receipt of approval from the Commissioner of Antitrust of this Agreement and the implementation thereof, if applicable. 5.1.4 Receipt of approval from the general meetings of Motorola's shareholders (of all different classes) and from meetings of the creditors of Motorola (of all different classes), by the required majority, in accordance with the provisions of Section 233 of the Companies Ordinance or Section 350 of the Companies Law, as the case may be. 5.1.5 Receipt of approval from the USA Internal Revenue Service (IRS), to the full satisfaction of Motorola Inc., of the proposed Split pursuant to this Agreement. 5.1.6 Receipt of approval from Motorola Inc.'s Board of Directors of this Agreement and the implementation thereof. 5.1.7 Receipt of all approvals required by any applicable law and/or agreement. 5.2 It is agreed that if the pre-conditions to this Agreement are not met by June 30, 2000 or by any other date determined by the Board of Directors of Motorola, this 8 Agreement shall become null and void and the parties to this Agreement and/or their shareholders and/or any third parties related to the implementation of the Split pursuant to this Agreement shall not have any claim and/or lawsuit regarding to and/or in connection with the voiding of this Agreement, including any mutual claim and/or lawsuit against any of the officers and/or directors and/or shareholders of Motorola and/or MIL and/or against any third parties related to the implementation of the Split pursuant to this Agreement. 5.3 The parties may waive the conditions set forth in Section 5.1 above, by written consent, provided they are not required by law. 5.4 It is agreed that if Motorola Inc. decides to make any change to the process of global reorganization of the universal group and/or Motorola decides to make any change to the process of local reorganization, this Agreement shall adjust accordingly, and that in the event that Motorola Inc. decides to terminate the reorganization process, this Agreement shall become null and void, and the parties to this Agreement and/or their shareholders and/or any third parties related to the implementation of the Split pursuant to this Agreement shall not have any claim and/or lawsuit regarding to and/or in connection with the voiding of this Agreement, including any mutual claim and/or lawsuit against any of the officers and/or directors and/or shareholders of Motorola Inc. and/or Motorola and/or MIL and/or against any third parties related to the implementation of the Split pursuant to this Agreement. 6. TAXES AND OTHER EXPENSES Motorola shall bear the tax liability, expenses, costs and commissions, including stamp and purchase tax, imposed upon Motorola and/or MIL pursuant to any applicable law in respect of the engagement pursuant to this Agreement and/or the performance thereof. 7. APPENDICES The appendices to this Agreement shall be appended thereto by the Closing Date. 8. MISCELLANEOUS 8.1 The preamble to this Agreement and the appendices thereto constitute an integral part hereof. 8.2 The headings of the sections are for convenience only and are not to be used for the purpose of interpreting this Agreement. 8.3 This Agreement and the appendices thereto represent and constitute the entire agreement between the parties regarding the subject matter of this Agreement and cancel any prior agreements, undertakings, arrangements and the like between the parties. 9 8.4 No conduct on the part of either of the parties, including avoidance of the performance of an act or delay in the performance thereof, shall be considered a waiver of any of the party's rights pursuant to this Agreement or by law, or as a waiver or consent on its part to any breach or non-performance of any term whatsoever, unless such waiver, consent, deferral, change, cancellation or addition are made explicitly and in writing. A waiver in such case shall not constitute a precedent for any other cases whatsoever and shall not prejudice the rights and obligations of either party to this Agreement. 8.5 This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Israel. The courts of Tel-Aviv-Jaffa shall have sole and exclusive jurisdiction to hear any disputes between the parties of this Agreement. 8.6 Any report, announcement or publication on the part of a party to this Agreement with respect to the transaction contemplated by this Agreement shall be issued only in coordination with and with the consent of the other party. 8.7 Any notice by a party to the other party in connection with this Agreement shall be sent to the addressee by means of a facsimile to its fax number, or by personal delivery or registered mail to its address, as specified below, and shall be considered as having been delivered to the addressee on the first business day following the date of its transmission by facsimile, if confirmation to this effect has been received, or on the date of delivery if delivered in person, or at the end of 4 days after the date of dispatch by registered mail, as stated above, all as the case may be. MOTOROLA ISRAEL LTD. Address: 3 Kremnitski St., Tel-Aviv 67899 Fax: 972-3 ###-###-#### MIL FINO LTD. Address: 3 Kremnitski St., Tel-Aviv 67899 Fax: 972-3 ###-###-#### 8.8 Any change, amendment or waiver in connection with this Agreement shall be valid pursuant to a written instrument signed by both parties only and shall be limited to the matter with respect to which it was made. 10 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the date first above written. MOTOROLA ISRAEL LTD. By: ----------------------- Name: --------------------- Title: -------------------- MIL FINO LTD. (in foundation) By: ----------------------- Name: --------------------- Title: -------------------- 11 LIST OF APPENDICES
NO. SUBJECT - --- ------- A1 MIL's Rights, Liabilities, licenses and permits following the Split (the Transferred Activity). A2 Motorola's Rights, Liabilities, licenses and permits following the Split. B All written and oral agreements and contractual obligations pertaining to the Transferred Activity and which are in effect on the Effective Date. C Liens registered on the parties' assets after the Split, including the order of priorities among them. D Guarantees and Writs of Indemnity referring to the Transferred Activity. E List of employees transferred from Motorola to MIL. F Motorola's ownership and/or lease rights and/or contractual rights to receive ownership and/or lease rights in the real property transferred to MIL.
12 APPENDIX A1 This Appendix describes MIL's Rights, Liabilities, licenses and permits as of December 31, 1999. RIGHTS, LICENSES AND PERMITS OF MIL 1. 100% (full ownership) of the share capital of the following subsidiaries: 1.1 Motorola Communications Israel Ltd. 1.2 Motorola South Israel Ltd. 1.3 Motorola Israel Information Systems Ltd. 1.4 Motorola Semiconductor Israel Ltd. 1.5 Motorola Israel Semiconductor & Products (S.P.S.) Ltd. 2. 51% of the share capital of Beeper Communications Israel Ltd. 3. Business sectors that function within the legal framework of MIL: 3.1 NETWORK SOLUTIONS SECTOR ("NSS") - which engages in the development, design, manufacture, marketing and servicing of cellular network infrastructure systems. 3.2 MOTOROLA COMPUTER GROUP ("MCG") - Israeli Operations, a division of worldwide MCG and a supplier of embedded computer technology. 3.3 ADVANCED SYSTEMS AND PRODUCTS DIVISION ("ASAPD") - research and development and manufacturing center. In addition, MIL holds all the assets of the respective businesses that are directly related to their activities. 4. Licenses provided by the Israeli Ministry of Communication. Following is a list of the material licenses:
- ------------------------------------------------------------------------------------------------------------ NO. OF LICENSE OWNER OF LICENSE - ------------------------------------------------------------------------------------------------------------ Trade license 10-993 MIL (CIG) - ------------------------------------------------------------------------------------------------------------ Trade license 10-005 Motorola Communications Israel Ltd. - ------------------------------------------------------------------------------------------------------------ Special license 12-0120-1-96051 MIRS Communications Ltd. Special license 12-0120-0-96016 Special license 12-0120-1-96051 Business license Different - ------------------------------------------------------------------------------------------------------------ Special license 12-2812-0-95244 Beeper Comm. Israel Ltd. - ------------------------------------------------------------------------------------------------------------ Business license Motorola Communications Israel Ltd. - ------------------------------------------------------------------------------------------------------------ Different MIRS Communications Ltd. - ------------------------------------------------------------------------------------------------------------ Different Motorola Communications Israel Ltd. - ------------------------------------------------------------------------------------------------------------
5. All balance sheet assets composed INTER ALIA of the following: 5.1 Real Estate - Leasehold, land, buildings and equipment. 5.2 Cash and cash equivalents in banks. 5.3 Loan to Hewlett Packard S.A. dated 1994. 5.4 Customers' Accounts Receivable. 5.5 Inventory - consists of finished products for sale, spare parts for repairs and raw materials for manufacturing. 5.6 Debtors - consists of income tax and VAT refunds prepaid taxes and various other current assets. 5.7 Deposits (short term and long term). All as described in Motorola's Financial Statement for the year ending December 31, 1999 (detailing the assets and liabilities of "Propel Carve Out" and "New Motorola in Foundation"), a copy of which is attached hereto. LIABILITIES OF MIL All balance sheet liabilities composed INTER ALIA of the following: 1. Loans to subsidiary companies. 2. Bank loans. 3. Accounts payable to Motorola Inc. for products and services rendered to the various divisions of MIL. 4. Capital Note to Motorola South Israel Ltd. (without interest and linkage). 5. Net secretions for severance pay. 6. Creditors and Credit Balances. All as described in Motorola's Financial Statement for the year ending December 31, 1999, a copy of which is attached hereto. - - The Transferred Activity will include all Rights, Liabilities, licenses and permits that are connected with Motorola's activities, which are not NMG or PCS. 2 APPENDIX A2 This Appendix describes Motorola's Rights, Liabilities, licenses and permits as of December 31, 1999. RIGHTS, LICENSES AND PERMITS OF MOTOROLA 1. 50% of the share capital of Pele-phone Communications Ltd. 2. Licenses provided by the Israeli Ministry of Communication:
- ------------------------------------------------------------------------------------------------------------ NO. OF LICENSE OWNER OF LICENSE - ------------------------------------------------------------------------------------------------------------ Trade license 10-840 Motorola Israel (PCS) - ------------------------------------------------------------------------------------------------------------ General license Pele-phone Comm. Ltd. - ------------------------------------------------------------------------------------------------------------
3. All tangible assets including inventory lab equipment, cars, office equipment, furniture etc., which are used for the selling of Motorola's cellular phones in Israel. 4. 1,100 Shares of Bezeq Communications Ltd. at the sum of approximately $2,000. 5. All balance sheet assets composed INTER ALIA of the following: 5.1 Customers' Accounts Receivables directly obtained from the sale of Motorola's cellular phones. 5.2 Inventory - consists of Motorola's products for sale or repair. 5.3 Debts. 5.4 Leasehold land, buildings and equipment. All as described in Motorola's Financial Statement for the year ending December 31, 1999, a copy of which is attached hereto. LIABILITIES OF MOTOROLA All balance sheet liabilities composed INTER ALIA of the following: 1. Indebtedness of Motorola to Motorola Semiconductor Israel Ltd. as of December 31, 1999 in the aggregate principal amount of $32,508,193.86, pursuant to Motorola Inc.'s decision with respect to the inter-company loan, and such other loans of Motorola from its subsidiaries as set forth on the Financial Statements for the year ending December 31, 1999, a copy of which is attached hereto. 2. Payments due to Motorola Inc. in respect of all purchase of products and services from Motorola Inc. 3. All current liabilities formed in connection with business activities. 3 All as described in Motorola's Financial Statement for the year ending December 31, 1999, a copy of which is attached hereto. - - The remaining activity will include all Rights, Liabilities, licenses and permits that are connected with Motorola's NMG or PCS activities. 4 APPENDIX B(*) All written and oral agreements and contractual obligations of Motorola, which are in effect on the Effective Date, excluding the agreements of the Personal Communications Sector (PCS), which materially consist of: 1. a purchase agreement between Motorola and Motorola Tadiran Cellular Communications Ltd. (subsequently: Pele-phone Communications Ltd.), dated November 1, 1984. 2. a Memorandum of Understanding and a settlement agreement between Motorola and Cellcom Israel Ltd., dated February 1997. 3. a supply agreement between Motorola and Partner Communications Company Ltd., dated October 29, 1998. 4. authorized distributor agreements for distributing handsets and accessories. 5. outsourcing agreements for the fixing, replacing and maintaining of handsets and accessories. and excluding the agreements of the NMG field (essentially, the holding of shares in Pele-phone Communications Ltd. ("PCL")), which materially consist of: 1. a shareholders agreement between Bezeq the Israeli Communications Company Ltd. and Motorola, as of October 10, 1994. 2. an agreement between Motorola and PCL with regard to CDMA infrastructure dated 1987, and all its amendments (including the amendment dated 1997) and related purchase orders. (*) This Appendix describes the agreements that relate to the Transferred Activity in the manner of listing the agreements related to the activity remaining in Motorola instead of specifying the list of agreements to be transferred to MIL. 5 APPENDIX C LIENS OF MOTOROLA AND MIL Motorola and MIL have no liens registered on their assets for the benefit of any third party(1). - ---------- 1 Please note that the Israeli Registrar of Companies had a lien in the sum of NIS 0.02 on Motorola's assets. This lien was removed, but not all of the databases concerning the registration of this information were updated in respect of the removal. 6 APPENDIX D Guarantees of Motorola that refer to the Transferred Activity assumed by MIL on the Closing Date, including: 1. "Company" guarantees to Bank Leumi for the subsidiaries: 1.1 Motorola Semiconductor Israel Ltd. 1.2 Motorola Israel Semiconductor & Products (S.P.S) Ltd. 1.3 Motorola Israel Information Systems Ltd. 2. "Company" guarantees to the Israeli Customs Authorities for the subsidiaries: 2.1 Motorola Communications Israel Ltd. 2.2 Motorola Semiconductor Israel Ltd. 2.3 Motorola Israel Semiconductor & Products (S.P.S.) Ltd. 2.4 Motorola Israel Information Systems Ltd. 7 APPENDIX E Employees transferred from Motorola to MIL as of December 31, 1999:
LAST NAME FIRST NAME COMMERCE ID - --------------------------------------------------------------------------- ABRAMOV URY 28209725 ACHSAF HANAN 28909002 ACHTARZAD EFRAIM 28203687 ADIKA GAL 28706552 ADLER ETTY 28909948 AGAMI SHAUL 28201467 ALDOR DORIT 28209286 ALON MOSHE 28106979 ALONI ELIAV 28203929 AMAR MIKI 28903544 AMIR ZIONA 28903746 AMRAM NOAM 28109987 AMRANI OFER 28109887 ARAMA SHLOMO 28709461 ARIEL MEIR 28909778 ASHKENAZY NETA 28909827 ASHTAMKAR JOYCE 28709382 ASSIS DAVID 28909227 ASTEL YARDENA 28908071 AVERBUCH LEONID 28104091 AZAGI ERAN 28709888 AZBEL VALERY 28106721 AZMANOV TALI 28909503 BACHAR GILAD 28709982 BALDUT BENNY 28709884 BANIEL URI 28704747 BANIEL GALIT 28709208 BAR MICHAL 28900427 BAR AHARON 28709959 BARAN GAL 28104086 BARASH SHLOMO 28906548 BARGURY YANIV 28104935 BARLY RON 28909215 BARRON MICHAEL 28109935 BAYDA OFER 28909843 BAYRON MARK 28704503 BAZ SHAY 28104060 BEGELFER ALEX 28706712 BEGERANO SHMUEL 28904669 BELSKY LEONID 28909217 BEN-AVRAHAM SHLOMIT 28902900 BEN-ISRAEL HILIK 28706514 BEN-MICHAEL OFER 28704528 BEN-MORDECHAI OFER 28209520 BEN-SHABATH SHULAMITH 28703984 BEN-SHOUSHAN CHAGIT 28909219 BEN-TSUR EYAL 28209283 8 BEN-YEHUDA AMIR 28703243 BEN-ZAKEN ISRAEL 28700642 BEN-ZVI JOSEF 28903729 BEN OR TOMER 28109991 BENUSOVICH ALEXANDER 28106999 BENZANO MEIR 28903141 BERNSTEIN BOAZ 28906385 BIER YAEL 28103857 BIKOVSKY TIVA 28909931 BILDERMAN OFER 28902892 BILU GLORIA 28209590 BINYAMIN YORAM 28709943 BIRAN MORDECHAI 28909514 BITTON GABRIEL 28909554 BLAJEVITCH ANDREY 28109277 BLOCH YUVAL 28708765 BLUTNER JACOB 28703561 BOGUSLAVSKY EVGENY 28909225 BONDARENKO SERGEY 28909864 BOROW EPHRAIM 28104668 BOTNAR DAN 28904843 BRAGINSKY ELENA 28106843 BRASHINSKY ILAN 28706579 BRICKEL JOSHUA 28109230 BROWN AMICHAI 28909976 BYK OLEG 28906971 CALIF LIOR 28109109 CHAZAN YAEL 28909174 CHEN AVNER 28102776 CHEN YIZHAQ 28104085 CHERNYAK ILYA 28109158 CHERTOK IRENA 28109271 COHEN JACK 28702014 COHEN EITAN 28703540 COHEN YOSSI 28704863 COHEN RAFI 28706370 COHEN HAIM 28706709 COHEN SHARON 28909854 DAN AMIR 28909727 DANGOOR YEHEZKEL 28104708 DANNENBERG NIR 28906805 DARMON CYRILLE 28904011 DAVID SHLOMO 28202802 DAVIDOR HAIM 28703528 DEBBY HAIM 28903172 DEKEL EITAN 28209328 DERECH RAMAL 28106877 DOBROHOTOV PAVEL 28909572 DRESNER YEHIEL 28902062 DRORI AVISHAI 28994922 DRUYAN ALEXANDER 28209339 DVIR SARA 28903177 9 EILAM ANAT 28805254 EILAM ZUR 28909748 ELDAR DAN 28106788 ELIAHU JACOB 28902510 ELIEZER ABRAHAM 28209278 ELIZUR RAKEFET 28909682 ELKARAT SHANY 28109928 ENGLER YARON 28909844 ERLICH ODED 28708066 ESHEL DAFNA 28203519 EVENCHIK AMIR 28103777 EYAL ILIT 28209285 EZRATTY ORA 28106747 FARRIS MELVIN 28109207 FELDMAN TIRTZA 28994931 FIDEL IANCU 28903142 FISKIN ASYA 28909365 FOGEL BRACHA 28909855 FRANCO JEANINE 28704876 FRANKO ORIT 28206905 FRIED AMIR 28909683 FRIEDMAN HAMUTAL 28109449 FRIMMERMAN YORAM 28903214 GABAY SHAHAR 28704008 GAMORAN SAM 28104952 GANELES DOV 28706671 GANOR DAVID 28909216 GAT AMIT 28104058 GECHTMAN ALEX 28704561 GEFFEN CHANOCH 28904719 GEIST LIMOR 28709473 GERBY MOSHE 28706623 GERSHON ELIANA 28909583 GERSHONI AVIHAY 28909496 GERSHUNI CHEN 28909566 GERSTENHABER PETER 28106661 GIDEON AMNON 28906570 GILADY PAZIT 28709424 GILBOA NIZAN 28709466 GILOVOY LEONID 28106827 GINENSKY DANIEL 10147432 GIVON ARIEL 28206575 GOFFER SHRAGA 28702071 GOLD AVI 28901865 GOLDBERG EITAN 28205174 GOLDENBERG ARIEL 28703629 GOLUBOWICZ JOSEF 28906923 GONEN YORAM 28909553 GOZLAN BEN 28909826 GREENBERG DAVID 28906947 GREENNEY ANNE 28109468 GREENSPUN SEMION 28709235 10 GRINBERG LIRAN 28209275 GRINBERG MARCO 28209308 GRINSHTEIN SERGEI 28709274 GROSS GILAD 28709936 GROSSER MAYER 28906363 GRYNWALD-ALTMAN GABY 28904911 GURI NANA 28209631 GUTTMAN GAL 28109168 HADDAD YAAKOV 28209284 HAIM SHABTAI 28906580 HALFIN SHOSHANA 28903245 HAR-CHEN EHUD 28904988 HASDAI LEON 28106724 HASSAN CLAUDE 28202488 HASSID MONY 28703995 HAVIV ELI 28703391 HAVIV DAVID 28709411 HELETZ OFER 28703800 HELFMAN JACOB 28700090 HIRSCHBERG NOAM 28104028 HOD-FEINS ALFRED 28106845 HOROWITZ MOSHE 28909838 HYAMES MICHAEL 28709469 INBAR AYALA 28909061 INBERG MICHAEL 28904955 IOFFE JURI 28706723 ISAKOV IRIS 28904014 ITZHAKOV YARIV 28104112 JACOBI ILAN 28706719 JACOBSON ITZHAK 28709962 JELTIKOV IRINA 28209307 KADAN TSVIEL 28106700 KADOSH AVI 28906982 KAMAR AVI 28703835 KAMENKO SHAMAI 28209338 KANTAROVICH GENNADY 28909728 KASLASI MENASHE 28703576 KATZ EDUARDO 28103504 KATZ YOAV 28909873 KESELMAN VITALIY 28106875 KESSEL MOSHE 28708720 KHAIT ALEXANDER 28906944 KHALFA MICHAEL 28109232 KHRIZMAN LEONID 28106993 KISHINOVSKY IRIT 28904019 KISSOS DROR 28909990 KITAIN MARINA 28106974 KLEIN GEORGE 28706408 KLEIN ARIK 28209571 KOMRAZ BORIS 28106975 KOREN EITAN 28109992 KORNFELD NORBERTO 28704043 11 KOROLEV ALEXANDER 28106792 KOSTINSKY GADI 28706389 KOTT AMI 28908764 KOTZER YINON 28103665 KOZLOV MISHA 28909952 KRASOVITSKY MARINA 28206704 KRAUCHUK ARIE 28906942 KRAUS TAL 28706787 KREIMAN ROMAN 28209300 KREININ MICHAEL 28109250 KREMER VARDA 28703796 KREPEL MOSHE 28908131 KRIEGER MICHAL 28909786 KRINIZI VIKI 28203930 KRONZON IDIT 28805658 KUKNARIEV ROMAN 28909831 KULANGIEV ARTHUR 28709944 KUNDIL ELA 28706527 LAHAV OFER 28209296 LEBOVICH ORNA 28904792 LEV EFRAT 28106880 LEVI RONEN 28704618 LEVI ALON 28706863 LEVIN ELENA 28909218 LEVY MENASHE 28901366 LEVY RAFI 28908701 LEVY YOAV 28109960 LEVY YARON 28104018 LIRAZ KOBI 28703956 LOVTON YOSSI 28902782 LUGASI ARIE 28706540 LUZON RACHELA 28206693 MADAR MICHAEL 28706628 MADMONI AVIRAM 28709263 MAIMON ISRAEL 28900139 MALICHI BATYA 28104727 MAMAN YAKOV 28704848 MAMISTVALOV MALKHAZI 28706791 MANZOOR MEIRAV 28909785 MAOZ ZVI 28902950 MARGOLIN YAIR 28909870 MARTON HADASSA 28202885 MASHRAKY UDI 28709989 MASSARSKY MICHAEL 28709927 MATARASSO ITZIK 28909360 MATSRAFI OREN 28906994 MATZLIAH GIL 28109882 MAYO RAN 28709919 MEIDAN REUVEN 28909047 MELCER MOSHE 28104971 METSER SAMI 28909034 MEZHIBOVSKY MARIA 28109111 12 MICHAEL MOSHE 28703477 MICHAELI MOSHE 28906751 MIKITICH ALEXANDER 28209597 MIMON ALON 28709942 MIRKIN MICHAEL 28109252 MIZRACHI DROR 28704946 MIZRAHI MOSHE 28704639 MIZRAHI SHLOMO 28704817 MOATO AVI 28704004 MOGILEVSKY VALERY 28104118 MORIM NASA SHALHEVET 28109929 MOUALLEM SHALOM 28706387 MURAD YECHEZKEL 28908036 MUSAY YIGAL 28909717 NADEL JOSHUA 28903165 NAHMAN VERED 28904048 NAHMANI DANIEL 28906997 NAVEH ILAN 28704847 NELKIN ALIZA 28204720 NIDDAM AVRAHAM 28903159 NINIO DAVID 28903791 NISENZON MICHAL 28906371 NISSANI DANIEL 28206934 NISSIM ZEEV 28909567 NOAH JACK 28706529 NOV AARON 28709043 OMEN HAZI 28704609 OPHIR HANOCH 28706705 OR LILACH 28906547 OVADIA RONEN 28704956 OVADIA DAVID 28906915 OZ YACOV 28704958 OZERI IGAL 28701255 OZERI EYAL 28709886 PANFILENKO ANDREI 28909127 PARDESSI RAN 28706878 PAT-EL MOSHE 28903963 PATURSKY SOFI 28909488 PAVEL SHAHAR 28109997 PAZ MICHAEL 28903637 PEER BENJAMIN 28106828 PERGAL BARUCH 28703790 PIPMAN GUSTAVO 28708809 PLINER EVGENY 28706594 POLLAK NAVA 28909110 PORAN RAPHAEL 28903730 POYAS MARK 28104099 POZDEEV KONSTANTIN 28109157 POZIN MICHAEL 28106742 RABINOWITZ JONNY 28109920 RACHMILOV MOTI 28104111 RAFAELI ZIV 28906374 13 RAVEH AMIR 28104917 RAZ ALINA 28906990 REBENSHTOK DOV 28704572 REIN ARIEL 28903535 RIBAK ELI 28206854 RICHTER ISAAC 28704877 RIESENBERG EHUD 28709988 RIMON AVI 28906538 ROBBINS HILARIE 28909276 ROGOWAY PAUL 28109046 ROLL FELIX 28706635 RONEN DAPHNA 28104592 ROSENBLUM HAIM 28704966 ROSNER ZVI 28704623 SAAD RAMI 28706348 SADIK EMIL 28104113 SALLACH HEZY 28909221 SALMAN OREN 28209724 SARKISSOV SERGEI 28709963 SCHMIDT AYAL 28709194 SCHNEID EDUARDO 28706817 SCHUBERT NATHAN 28704898 SCHWAGER UDI 28706585 SEGAL ARIEL 28109995 SEGEV ZION 28704838 SELA NOA 28909865 SENDEROV DOV 28208047 SEREBRENIK DAVID 28104079 SHABI YOSSI 28709885 SHACHAM DORIT 28909673 SHAHAM DOV 28103619 SHAHAR YOSSIE 28900157 SHAHARABANI SIGAL 28109388 SHAHBAZIAN TIGRAN 28209589 SHAMAI SHAI 28109996 SHANI OREN 28704750 SHAPIRA YAIR 28703279 SHARABI YOAV 28209729 SHARET TZVIKA 28704842 SHARON GALIT 28706786 SHARON GAD 28709933 SHAVIT MAXIM 28703735 SHAVIT YARIV 28709993 SHEKALIM PERETS 28704057 SHEM TOV MOSHE 28909666 SHERMAN YAEL 28909726 SHIKHELMAN LEONID 28906515 SHILOAH MICHAL 28906970 SHIRIN SARAH 28909569 SHITRIT ISAAC 28704960 SHLOMIE MORDECHAI 28109159 SHMUEL ABIR 28102591 14 SHMULEVICH REUVEN 28702828 SHOR ANITA 28206571 SHOR IRINA 28994904 SHPERLING ITZHAK 28104715 SHTRAUS AVNER 28906983 SIDON JEAN 28906969 SIVAN ELAD 28204924 SMILOVICI LUCIA 28909103 STEPANOV ROSTISLAV 28906996 STERN EYAL 28103475 STONE LISA 28206480 STRUPINSKY RACHEL 28909735 STUDINSKI BENNY 28203382 SUCIU GABRIEL 28104087 TAL NIV 28703958 TALMOR DAFNA 28203500 TAM ASHER 28709359 TARNOPOLSKY VADIM 28709426 TENENBAUM RAN 28709417 TERMIN DAVID 28906954 TIHSBI RONI 28706554 TOAFF SHEMARIA 28103613 TOOBA AVI 28202774 TWINA YOSI 28706867 TWINA HEZI 28709941 TZUMIE SHLOMO 28908743 USANOVICH EVGENY 28709343 UZAN RENE 28703389 VAKNIN BENSI 28200164 VAKNIN TAMIR 28704920 VARON AVI 28106463 VAYSENBERG IGOR 28106917 VERMAN YOSEF 28104045 VEXLER MOSHE 28904017 VOLCHEK VITALY 28106868 VOLOVITCH YEHUDA 28202765 VORONENKO IGOR 28106887 WAIZER ZIV 28909953 WASSERMAN SHAMAI 28908097 WEINBERG CAREN 28706536 WEISER ILAN 28203152 YABLONKA IRIS 28909834 YANCC EYAL 28909872 YATIR ISAAC 28704576 YAVNEL VUACHESLAV 28106686 YEFFET SHARON 28706584 YERSHOV VYACHESLAV 28209280 YERUSHALMI ISRAEL 28203421 YIHYE YEHUDA 28909105 YOSSEF YEDIDIA 28903781 YOSSEFI YAIR 28909024 YUNGER SYLVIE 28904916 15 ZACCAI AVI 28204550 ZADIK VERED 28709481 ZAHAVI DAVID 28909213 ZAK MICHAEL 28209592 ZECHARIAH KHEN 28209430 ZEIDMAN YORAM 28903146 ZELTSER VADIM 28106963 ZIFRONI OMER 28709487 ZINCHIN DANIEL 28109934 ZIV SAMUEL 28908723 ZIV SHAUL 28709961 ZOBEL MENACHEM 28701414 ZORAYAH SHAY 28109921 ZUCKERMAN SLAVA 28709446
- - The Transferred Employees will include all other employees on the Closing Date that are connected with Motorola's activities, which are not NMG or PCS, and are not detailed here above. 16 APPENDIX F Motorola's ownership and/or lease rights and/or contractual rights to receive such rights in the real property transferred to MIL on the Closing Date, including without limitation:
- ---------------------------------------------------------------------------------------------------------------------- THE RIGHT THE ASSET THE OWNER TERMINATION DATE - ---------------------------------------------------------------------------------------------------------------------- Lease 3 Kremniski, Tel-Aviv Motorola - ---------------------------------------------------------------------------------------------------------------------- Lease 16 Kremniski, Tel-Aviv Motorola - ---------------------------------------------------------------------------------------------------------------------- Lease 8 Meitav, Motorola Tel-Aviv - ---------------------------------------------------------------------------------------------------------------------- Rent 6 Kremniski, Tel-Aviv Dubtzki, Zacks and Sason / 31.3.03 / 30.11.02 Amot Investments - ---------------------------------------------------------------------------------------------------------------------- Rent 16 Kremniski, Tel-Aviv Tenanboim and Nob 30.6.00 - ---------------------------------------------------------------------------------------------------------------------- Rent 6 Meitav, Tel Aviv Transportation Instruments 31.10.02 - ---------------------------------------------------------------------------------------------------------------------- Rent Ashdar Center, Tel-Aviv Danbar / Manpower / Fiat / 31.12.01 / 28.2.05 / Margan and Alied 7.8.01 / 6.1.03 - ---------------------------------------------------------------------------------------------------------------------- Rent 21 Aminadav, Tel Aviv Bromberg and Damary 31.12.04 - ---------------------------------------------------------------------------------------------------------------------- Rent 9 Hahascala, Tel Aviv Moshe Nave 31.12.01 - ---------------------------------------------------------------------------------------------------------------------- Rent California, Tel-Aviv Kital / Asher Eshel 31.12.00 - ---------------------------------------------------------------------------------------------------------------------- Rent 14 Nevatim, Ramat Siv, Dora 31.5.02 Petach Tikwa - ----------------------------------------------------------------------------------------------------------------------
17