TRUSTEE REPLACEMENT AGREEMENT Made and entered into at Tel Aviv on the 11th day of the month of June in the year 2009
Exhibit
4.1.1
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TRANSLATION
FROM HEBREW
THE
BINDING VERSION IS THE HEBREW VERSION
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Made
and entered into at Tel Aviv on the 11th day of
the month of June in the year 2009
BY
AND BETWEEN
Company
no. ▇▇-▇▇▇▇▇▇-▇
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
(hereinafter,
the “Company”)
of the first
part
AND
▇▇▇▇▇▇
▇▇▇ Nevo Trusts Ltd. (the New Trustee)
Company
no. ▇▇-▇▇▇▇▇▇▇
of 14 Yad
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
(hereinafter,
“▇▇▇▇▇▇ ▇▇▇
Nevo”)
of the second
part
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WHEREAS
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on
December 21, 2005 the Company and Aurora Fidelity Trust
Ltd. (hereinafter, “Aurora”) signed a deed
of trust (which was amended on February 27, 2006) (hereinafter, the “Deed of Trust”)
according to which Aurora was appointed as trustee for the holders of
debentures (Series A) of the Company which were listed for trading on the
Tel Aviv Stock Exchange under a prospectus published by the Company on
February 27, 2006 (hereinafter, the “Debentures” or the
“Series”);
and
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WHEREAS
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on
August 5, 2008 Aurora notified the Company of its resignation from its
office as trustee for the holders of the Debentures due to a possible
suspected conflict of interests;
and
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WHEREAS
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the
Company approached ▇▇▇▇▇▇ ▇▇▇ Nevo with a request to serve as trustee for
the holders of the Debentures and ▇▇▇▇▇▇ ▇▇▇ Nevo agreed to assume the
position as trustee for the aforesaid Series, as stated in the letter of
consent dated February 1, 2009 which it provided the Company;
and
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WHEREAS
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▇▇▇▇▇▇
▇▇▇ Nevo declares that there is no legal prevention, including under the
Securities Law, 5728-1968 and the guidelines of the Securities Authority
issued thereunder, to its serving as trustee for the Series;
and
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WHEREAS
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the
general meeting of the holders of the Debentures which took place on
February 24, 2009 duly approved the appointment of
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TRANSLATION
FROM HEBREW
THE
BINDING VERSION IS THE HEBREW VERSION
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▇▇▇▇▇▇
▇▇▇ Nevo as trustee for the holders of the Debentures in lieu of Aurora;
and
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WHEREAS
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on
May 15, 2009 the Court approved the notice of resignation of Aurora from
its office as trustee for the holders of the Debentures, and the
appointment of ▇▇▇▇▇▇ ▇▇▇ Nevo as trustee for the holders of the
Debentures in lieu of Aurora.
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Now
therefore the parties hereto agree as follows:
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1.
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The
Company declares that immediately prior to the date of execution of this
Agreement it provided ▇▇▇▇▇▇ ▇▇▇ Nevo a true and accurate copy of the Deed
of Trust, inclusive of amendments and all its
schedules.
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2.
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The
Company declares that immediately prior to the date of execution of this
Agreement:
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2.1
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To
its best knowledge it is in compliance with all its undertakings under the
Deed of Trust;
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2.2
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It
is not aware of the existence of any cause for immediate repayment or a
substantial suspicion that a cause for immediate repayment will exist in
respect of the Deed of Trust and/or
Debentures;
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2.3
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There
are no legal proceedings whatsoever pending against the Company in
connection with the Debentures and/or the Deed of Trust and that the
Company did not receive any demand or claim whatsoever in connection with
the above.
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3.
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Immediately
prior to the date of execution of this Agreement the Company performed all
the payments which it was required to have paid to the holders of the
Debentures under the Deed of Trust and
Debenture.
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4.
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It
is agreed that from May 15, 2009 (the “Effective Date”) ▇▇▇▇▇▇
▇▇▇ Nevo shall supersede Aurora in respect of the office of trustee under
the Deed of Trust, so that from the Effective Date, ▇▇▇▇▇▇ ▇▇▇ Nevo shall
be deemed trustee for the Series of Debentures under the Deed of Trust for
all intents and purposes. ▇▇▇▇▇▇ ▇▇▇ Nevo assumes all the obligations and
rights under the Deed of Trust from the Effective Date, so that the
“Trustee”, as defined in the Deed of Trust, shall be from the Effective
Date - ▇▇▇▇▇▇ ▇▇▇ Nevo.
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5.
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It
should be emphasized that except as set forth in this Amendment to the
Deed of Trust, there is no further change to the provisions of the Deed of
Trust (inclusive of its schedules) and the Debenture, which shall continue
to remain in effect without change, except mutatis
mutandis.
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TRANSLATION
FROM HEBREW
THE
BINDING VERSION IS THE HEBREW VERSION
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6.
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The
provisions of this amendment to the Deed of Trust shall constitute an
integral part of the Deed of Trust.
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In
witness whereof the parties hereto affix their signatures:
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( -
)
____________________
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( -
)
____________________
▇▇▇▇▇▇
▇▇▇ Nevo Trusts Ltd.
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