Re: Letter of Undertaking
Exhibit 4.(a).1.1
October 28, 2009
To: Advent Investments Pte Ltd
Shareholders of Partner Communications Company Ltd. Listed on Annex A Attached Hereto
We, the undersigned, Scailex Corporation Ltd ("Scailex"), hereby undertake and agree to be bound by the Restatement of the Relationship Agreement by and among the shareholders of Partner Communications Company Ltd. (the "Company") listed on Annex A attached hereto, dated April 20, 2005 ("Relationship Agreement"), as if it were an original party thereto.
In no way derogating from the foregoing, the undersigned hereby undertake and agree to maintain the “Required Founders Percentage” (as such term is defined in the Relationship Agreement and Section 22A of the licence dated April 7, 1998 granted by the Minister of Communications to the Company, as amended from time to time).
This letter of undertaking shall be deemed to join the undersigned as a party to the Relationship Agreement. As of the date hereof, Advent Investments Pte Ltd shall relinquish their rights and be released from their corresponding obligations under the Relationship Agreement.
| Sincerely, | ||
| SCAILEX CORPORATION LTD. | ||
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Signature :__________________
Name: __________________
Title: __________________
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Acknowledged and Agreed:
ADVENT INVESTMENTS PTE LTD
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Signature : __________________
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Name: __________________
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Title: __________________
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Cc: Partner Communications Company Ltd.
Annex I
Shareholders Table
|
No.
|
Name
|
Reg. No.
|
|
1
|
Eurocom Communications Ltd.
|
▇▇-▇▇▇▇▇▇-▇
|
|
2
|
Hot Investments and Financing Ltd.
|
▇▇-▇▇▇▇▇▇-▇
|
|
3
|
The Phoenix Insurance Company Ltd.
|
▇▇-▇▇▇▇▇▇-▇
|
|
4
|
The Phoenix Pension and Provident Fund Management Ltd.
|
▇▇-▇▇▇▇▇▇-▇
|
|
5
|
The Phoenix Provident Fund Ltd.
|
▇▇-▇▇▇▇▇▇-▇
|
|
6
|
Excellence Tagmulim and Pitzuim
|
▇▇-▇▇▇▇▇▇-▇*
|
|
7
|
Excellence Hishtalmut
|
▇▇-▇▇▇▇▇▇-▇*
|
|
8
|
Excellence Merkazit Lepitzuim
|
▇▇-▇▇▇▇▇▇-▇*
|
|
The First International Bank of Israel Ltd.
|
||
|
9
|
Provident fund Israel IBM corporation employees ltd
|
▇▇-▇▇▇▇▇▇-▇
|
|
10
|
Continuing education fund for high school and seminar teachers and inspectors ltd
|
▇▇-▇▇▇▇▇▇-▇
|
|
11
|
Continuing education fund for teachers and kinder Garden teachers ltd
|
▇▇-▇▇▇▇▇▇-▇
|
|
Harel Insurance Company Ltd.
|
||
|
12
|
Nativ Gemel
|
▇▇-▇▇▇▇▇▇-▇
|
|
13
|
▇▇▇▇▇ ▇▇▇▇▇▇
|
▇▇-▇▇▇▇▇▇-▇
|
|
14
|
Harel Insurance Company ltd – Maslulim
|
▇▇-▇▇▇▇▇▇-▇
|
|
15
|
Harel Insurance Company ltd - on behalf of the participating policies
|
▇▇-▇▇▇▇▇▇-▇
|
|
16
|
Otzma leumi kupat tagmulim-leAtzmaim
|
▇▇-▇▇▇▇▇▇-▇
|
|
17
|
Rimon kupat tagmulim leAtzmain vele shirim
|
▇▇-▇▇▇▇▇▇-▇
|
|
18
|
Taoz kupat tagmulim leAtzmain vele shirim
|
▇▇-▇▇▇▇▇▇-▇
|
|
Mizrahi Tfahot Bank Ltd.
|
||
|
19
|
"Atid " central provident savings scheme fund of united mizrahi bank
|
▇▇-▇▇▇▇▇▇-▇
|
|
20
|
Assaf continuing education for employees of united mizrahi bank ltd
|
▇▇-▇▇▇▇▇▇-▇
|
|
21
|
Lior central provident savings scheme fund of united mizrahi bank ltd
|
▇▇-▇▇▇▇▇▇-▇
|
|
22
|
Severance Pay fund of united mizrahi bank ltd
|
▇▇-▇▇▇▇▇▇-▇
|
|
Dash Kuput Gemel Ltd.
|
||
|
23
|
Dash Gemel
|
▇▇-▇▇▇▇▇▇-▇
|
|
24
|
Dash Hishtalmut
|
▇▇-▇▇▇▇▇▇-▇
|
|
25
|
Capital Gemel Zahav
|
▇▇-▇▇▇▇▇▇-▇
|
|
26
|
Capital Gemel
|
▇▇-▇▇▇▇▇▇-▇
|
|
27
|
Capital Hishtalmut
|
▇▇-▇▇▇▇▇▇-▇
|
|
28
|
Capital ▇▇▇▇▇▇ Economist Clali
|
▇▇-▇▇▇▇▇▇-▇
|
|
29
|
Capital ▇▇▇▇▇▇ Economist Hishtalmut
|
▇▇-▇▇▇▇▇▇-▇
|
|
30
|
Dash Kupat Gemel Titanium
|
▇▇-▇▇▇▇▇▇-▇
|
|
31
|
Dash Titanium Keren Hishtalmut
|
▇▇-▇▇▇▇▇▇-▇
|
|
Direct Provident Managements Ltd.
|
||
|
32
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Hamelacha" Provident and Compensation Fund of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
33
|
Direct Provident Funds Management Ltd. as trustee of "▇▇▇▇▇▇ ▇▇▇▇▇▇" Provident Fund of Self Employed Persons of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
34
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Mishtalem A" Funds for Continuing Education of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
35
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Mishtalem B" Funds for Continuing Education of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
36
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Atidoth" Provident and Compensation Fund of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
37
|
Direct Provident Funds Management Ltd. as trustee of Yashir Central Fund for the Payment of Severance Pay of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
38
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Keren Hashefa" Provident and Compensation Fund of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
39
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Teuza" - Provident and Compensation Fund of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
40
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Compensation - Hamelacha" of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
41
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Tohelet" Provident and Compensation Fund of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
|
42
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Menifa" - Provident Fund for Bank of Israel Employees
|
▇▇-▇▇▇▇▇▇-▇
|
|
43
|
Direct Provident Funds Management Ltd. as trustee of "Yashir Security" Pension Fund for Artisans, Industrialists and Self Employed Persons of Direct Insurance Group
|
▇▇-▇▇▇▇▇▇-▇
|
*The registration no. is of Excellence Nesuah Gemel Ltd. which manages those provident funds