Exhibit 2
AMENDMENT NO. 1
Made and Entered into on the 31st day of December, 1998
BY AND BETWEEN:
1. Cvalim - the Electric Wire and Cable Company
of Israel Ltd.
2. Dash Cable Industries (Israel) Ltd.
("the Seller")
AND
Cables of Zion United Works Ltd.
("the Purchaser")
WHEREAS the Parties entered in to an Asset Purchase Agreement dated October 2,
1998 (hereinafter: "the Agreement"); and
WHEREAS after the signature of the Agreement the Purchaser claimed that the
Information (as defined below) provided to it prior to the signature
of the Agreement was incorrect and accordingly Purchaser has been
entitled to request a Purchase Price adjustment; and
WHEREAS the Seller rejected Purchaser's claims both on the factual and on the
legal basis; and
WHEREAS the Parties entered into discussions, without derogating from their
respective positions and without prejudice to their rights, and in
order to resolve amicably their differences of opinion; and
WHEREAS without derogating from the claims and rights of each Party in the
event the transaction contemplated in the Agreement is not closed for
any reason, the Parties agree to adjust the Purchase Price as
specified hereinafter;
Now, therefore the Parties hereby agree as follows:
1. PREAMBLE
The Preamble to this Amendment forms an integral part hereof.
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2. DEFINITIONS
Unless otherwise provided herein all terms used herein shall have the
meaning given thereto in the Agreement.
multiplying the amount of the Purchase Price by the exchange rate
published by the Bank of Israel in respect of the Closing Date and
dividing the total sum by 4.20.
On the Closing Date the payment of the Purchase Price shall be
effected initially based upon the exchange rate last published by the
Bank of Israel prior to the Closing Date and the Parties will
reconcile any exchange rate differentials within 24 hours of the
publication by the Bank of Israel of the exchange rate in respect of
the Closing Date.
The Purchaser shall have the option to pay the Purchase Price in U.S.
Dollars by notifying the Seller of its intent to do until 11.00 a.m.
on December 30, 1998. If the Purchaser elects to pay in U.S. Dollars,
the amount due shall be the NIS amount stated above divided by 4.20.
3.2 Without derogating in any way or manner from the force of all
representations and warranties of the Seller as contained in the
Agreement or the Schedules or Appendices thereto, the Purchaser waives
any claim it has regarding the financial information provided to it
prior to the signature of the Agreement and upon which Purchaser based
its request for the Purchase Price Adjustment specifically certain
data and assessments of Seller's Cable Business EBITDA
("Information"). Purchaser's waiver is given and received without
admission by Seller that the Information was inaccurate, wrong or
misleading in any manner. The Seller waives any claim it may have in
connection with Purchaser's request to have the Purchase Price
adjusted.
3.3 The Parties also agree to amend Section 1.1.35 of the Agreement so the
allocation of the Purchase Price, as adjusted, shall be as follows:
Inventory -Cvalim and Dash NIS 93,534,000
Fixed Assets - Cvalim NIS 81,690,000
Fixed Assets - Dash NIS 7,476,000
Total NIS 182,700,000
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4. LONG TERM FINANCING
4.1 For the purposes of this Section 4 the following terms shall have the
meanings set forth below:
"Long Term Financing"or "LTF"or "the Loan"- the total amount of the
loan to be provided to IEC by the Seller under tenders No 616314,
596053 and 589635.
"Seller's Portion of the Loan" - the principal amount borrowed by
Purchaser from Bank Hapoalim Ltd. ("the Bank")that shall be equal to
the total amount specified in the invoices submitted by Seller to the
IEC for the orders supplied by Seller to the IEC under tender No
616314, 596053 and 589635 until the Closing Date calculated in U.S.
Dollars according to the Exchange Rate on the Closing Date.
"The Amount in Arrears" - the amount which is in arrears by IEC in the
repayment to Purchaser of the LTF.
"Seller's Portion of the Amount in Arrears"- the ratio between
Seller's Portion of the Loan and the total amount of the LTF
multiplied by the Amount in Arrears.
4.2 The Purchaser agrees to provide the entire amount of the LTF to the
IEC.
4.3 In the event of a default by IEC in repaying the Loan, Seller will be
responsible for repayment of Seller's Portion of the Amount in Arrears
and accordingly, the Seller will provide the Bank, to its full
satisfaction, with a security for the payment of Seller's Portion of
the Amount in Arrears, which will be exercisable, in whole or in part,
as the case may be, by the Bank if the Bank or Purchaser will fail in
collecting the Amount in Arrears or any part thereof through legal
proceedings and by any other mean available to it. The amount of
Seller's security will include also the amount of interest payable to
the Bank in respect of the Seller's Portion of the Amount in Arrears.
4.4 Notwithstanding the provisions of Section 4.1 above, in the event that
IEC will claim or assert that its failure in repaying the Loan was
permitted by circumstance relating to the conduct of the Purchaser and
if and when such claim or assertion will be accepted by a competent
court or arbitrator, as the case may be, the security provided by the
Seller under the provisions of Section 4.3 will be released to the
Seller by the Bank and Seller shall cease to be responsible for the
repayment of Seller's Portion of the Amount in Arrears
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4.5 On the date of the first draw down, the Seller will pay the Purchaser
an amount of US$7,830 for each US$ million of Seller's Portion of the
Loan in satisfaction of Seller's obligation to compensate Purchaser
for its related finance cost and expenses, i.e., if such portion
equals US$5mm Seller will pay purchaser US$39,150.
4.6 Whereas the IEC gave its consent to the assignment of the agreements
between Seller and IEC subject to the Seller remaining jointly and
severally liable with Purchaser towards IEC for the provision of the
LTF, the Parties hereby agree, without derogating from the Purchaser's
obligation to provide the entire amount of the LTF as stated in
Section 4.2 above and from the other provisions of this Section, as
follows:
(i) In the event IEC will request from Seller to provide thereto
any part of the LTF ("the Amount") then Seller will convey to
Purchaser immediately IEC's request and Purchaser will
immediately provide to the IEC the Amount requested from the
Seller pursuant to the terms of the finance agreement between
Purchaser and IEC.
(ii) In the event Purchaser has failed to provide the Amount to the
loss IEC, Purchaser shall indemnify and hold Seller harmless
from any damages, expenses or costs incurred by Seller as a
result of IEC's claims for Seller's failure to provide the
Amount, after purchaser shall have the opportunity to
participate in and defend such claim.
(iii) If Purchaser fails to provide the amount of the LTF requested
from Seller as specified above, subject to the receipt of the
consent of the Bank and the IEC, which the Purchaser will use
its best efforts to obtain at its own cost, the Purchaser will
make available upon Seller's request, all the securities the
Purchaser was required to provide the Bank, if the Purchaser
had provided the Amount requested by IEC from the Seller, in
order to enable the Seller to lend the such amount to IEC and
upon receipt of such securities, Seller shall assign to
Purchaser by the way of security all of its rights under its
agreement with IEC, including but not limited to any
contractual rights, promissory notes or instruments of
indebtedness issued by IEC ("the IEC Security") to the extent
permissible by the Bank and IEC so Purchaser may enforce the
IEC Security in the event the Bank enforces the securities
provided by Purchaser to Seller and release Purchaser's
securities back to Purchaser upon payment of the Amount to
Seller.
(iv) If the effective cost of the financing obtained by the Seller
to provide the Amount requested therefrom by the IEC will be
greater than the effective cost of the financing arranged that
by the Purchaser has
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arranged on the date hereof within the Bank for the provision
of the LTF to the IEC, Purchaser will immediately pay the
difference to the Seller.
5. ORDERS FOR EQUIPMENT
The Purchasers acknowledges that Seller has recently ordered a packing
machine at a price of DM 450,000 and has paid a downpayment equal to 10%
therefor and has also ordered a data cable machine at a price of USD
400,000. The Purchasers acknowledge that they will be responsible to pay
the purchase price due for both orders less the said downpayment.
6. COMPENSATION FROM BOREALIS
Purchaser agrees that the compensation in the amount of USD 160,000 that
Borealis has agreed to pay Seller, shall be paid to Seller by Purchaser in
increments equal to the discount received by Purchaser or value of goods
supplied at no charge to Purchaser by Borealis under the agreement with
Borealis attached hereto as Appendix 6 - up to a total of USD 160,000 -
such increments to be paid on the 5th Business Day after the day the
discounted payment is transferred to Borealis in the case of deliveries of
discounted goods or in the cast of goods supplied at no charge to Purchaser
by Borealis thirty (30) days after the end of the calendar month during
which such goods were delivered to Purchaser.
7. DUSSEK XXXXXXXX RAW MATERIAL
The raw material supplied to Seller by Dussek Xxxxxxxx and which is subject
of the claim of Seller against Dussek Xxxxxxxx shall not be sold to the
Purchaser and shall not be counted as part of the Inventory and if so
requested by Seller will be returned by Purchaser to Seller or to Dussek
Xxxxxxxx at Seller's expense.
8. CONSIGNMENT STOCK ABROAD
It is agreed between the Parties that with respect to Seller's consignment
stock abroad the following principles will apply:
a) As to Seller's consignment stock in China - Seller will provide on the
Closing Date a written confirmation by a recognized international
accounting firm of the physical count conducted by representatives of
the Seller; and
b) As to Seller's consignment stock in England, Germany and France -
representatives of Seller and Purchaser will conduct a physical count
of the inventory toward the end of December 1998;
and the parties will act in accordance with Section 4 of the Agreement.
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9. JOINT VENTURE AGREEMENT
For the removal of doubt it is hereby stated that Purchaser shall not
assume the agreement between Cvalim, Shanghai Light-wave Communication
Industry Co., U.D.I. Ltd. Shanghai Telephone Development Company and
Shanghai Zi-Jiang Group dated February 3, 1994 and any liabilities, duties
and obligations of Cvalim thereunder shall be Retained Liabilities. It is
agreed between the Parties that in the event that Cvalim will have to
provide services under said agreement to Shanghai Cvalim Telecommunications
Optical Fiber Cable Ltd, the Purchaser will provide such services subject
to Seller's prior consent. Seller will reimburse Purchaser's costs incurred
in rendering the services.
10. BET SHE'AN LEASE
The Parties agree to amend the typing error in Schedule 1.1.1.3 regarding
the Bet She'an lease so that the rent stipulated therein will be $2.5 per
sq. meter per month.
11. IEC AGREEMENTS
Whereas the IEC has notified the Parties that it shall confirm its consent
to the assignment of the agreements between it and Seller after receipt to
its full satisfaction of certain documentation, it is hereby agreed that
for the purposes of meeting the conditions for the Closing, the Parties
have already submitted to the IEC the documents provided in section 10 A of
the IEC Assignment Agreement attached hereto as Appendix 10 (except for the
Parties notice that the "sale has closed") and the Parties shall fully
cooperate to receive the written confirmation of the IEC as soon as
possible prior to the Closing Date that it had received, to its full
satisfaction, all the documents required under the said section 10A (except
for said notice), which written confirmation will be a condition precedent
for the Closing, and shall provide in writing on the Closing Date or as
soon as possible thereafter the IEC irrevocable approval for the assignment
of the IEC orders as stipulated in the said Assignment Agreement, which
assignment shall go into effect no later than 30 days after the Closing
Date.
The Parties will cooperate in providing on a timely manner the documents
mentioned above which require their signature under the Assignment
Agreement.
The parties acknowledge that the IEC assignment was one of the conditions
precedent for Purchaser's obligations pursuant to the Purchase Agreement and the
Amendment. The parties hereby agree to comply with the terms of the IEC
assignment and to take all actions necessary to maintain the assignment in full
force and effect.
For the removal of doubt it is hereby agreed that notwithstanding the fact
that the IEC operational assignment shall go into effect 30 days after the
Closing, the provisions of the Agreement with respect to the respective
rights and obligations of
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the Parties applicable prior to or as of the Closing Date shall prevail and
accordingly, in the event that Seller will have to act on behalf of the
Purchaser in certain IEC business matters until the assignment shall go
into effect, the Purchaser shall reimburse Seller for all costs and
expenses incurred by Seller in such instances.
Seller will notify Purchaser in advance of each instance it will have to
act on behalf of the Purchaser as aforesaid and will do so subject to
Purchaser's prior consent.
12. ASSIGNMENT OF AGREEMENTS BETWEEN SELLER AND ADVANCED TECHNOLOGY LTD (AT)
AND SAP AKTLENGESELBSCHAFT (SAP)
12.1 As the Parties have not received until the date hereof the consents
of AT and SAP for the assignments to the Purchaser of the Agreements
signed between Seller and AT ("the AT Agreement") and between Seller
and SAP ("the SAP License Agreement") on March 31, 1996
(collectively: "the SAP Agreements") it is agreed between the
Parties that the Seller and Purchaser will use their best commercial
efforts in order to obtain the consents of AT and SAP for such
assignments until the Closing Date and that if the consents will not
be obtained until such date the Parties will endeavor to obtain such
consents as soon as possible thereafter.
Subject to the provisions of this Section 12 below, Purchaser waives
hereby the requirement that the SAP Agreements will be assigned to
it prior to or on the Closing Date.
12.2 In the event that the SAP Agreements will not be assigned to the
Purchaser until the Closing Date, Seller will use its best
commercial efforts to cause the assignment to COZ as soon as
possible after the Closing Date. Purchaser recognizes that the
assignment of the SAP License Agreement may take place after the
Closing Date and accordingly, subject to the provisions of this
Section 12 below, Purchaser waives hereby the requirement that the
SAP License Agreement will be assigned to it prior to or on the
Closing Date.
12.3 In the event that AT will refuse for any reason to consent to the
assignment of the AT Agreement , insofar as this is not considered
to be breach of the agreement, the Purchaser will be entitled to
continue the agreement in the name of Seller on the Purchaser's own
account including all amounts payable under the AT Agreement. It is
further agreed between the Parties that in the event Purchaser will
request the Seller to initiate legal proceedings against AT with
respect to the AT Agreement, the Seller will take the necessary
steps as requested by the Purchaser provided that all related
expenses, costs and any monetary consequences will be fully covered
by the Purchaser including, notwithstanding anything to he contrary
in the Agreement, expenses, costs or damages resulting from a claim
or a counter claim submitted against Seller as a direct consequence
of the steps initiated by it at the request of the
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Purchaser. The Purchaser shall be entitled to all proceeds payable
to Seller in connection with such proceedings. Without derogating
from Seller's obligation to indemnify Purchaser under the Agreement
and this Amendment for third party claims, Purchaser acknowledges
that it is fully aware of the fact that AT may argue that it is not
obligated to implement the AT Agreement for reasons relating to
Seller's conduct and performance and accordingly Purchaser waives
hereby any right it may assert it has against Seller regarding this
matter.
12.4 In the event that SAP's consent will not be obtained for the
assignment of the SAP License Agreement prior to or on the Closing
Date, the Parties will endeavor to designate interim alternate forms
of operation among themselves which will enable Purchaser to use the
Software System (as defined in SAP License Agreement) for purposes
relating to finance, management and accounting functional modules
without infringement of the SAP License Agreement. In the
circumstance dealt with in this Sub-Section the Purchaser shall
refrain from using the segments of the Software System which relate
to the production functional modules until such time as SAP's
consent for the use of the Software System will be obtained.
The Parties will use their best commercial efforts to obtain as soon as
possible and no later than 180 days from the Closing Date ("the Interim
Period") the consent of SAP for the Assignment of the SAP License Agreement
to the Purchaser or for the novation of the agreement or for the signature
of a new license agreement between SAP and the Purchaser.
Seller will be responsible for the payment of the license fee which will be
charged by SAP to the Purchaser for granting the Purchaser the right to use
the Software System whether if granted directly to Purchaser or granted to
it through an umbrella agreement to be entered into between Superior
Telecom Inc. and any wholly owned subsidiaries thereof and SAP provided
that Seller will not be obligated to pay in any such event an amount
exceeding $300,000. Seller shall indemnify Purchaser and hold it harmless
from damages or liabilities, cost and expenses incurred by Purchaser
resulting from any claim or action submitted by AT or SAP against Purchaser
with respect to the use of the Software System as aforesaid by or for the
Purchaser until the end of the Interim Period or until the date Purchaser's
received the license to use the Software System, whichever is the earlier,
or with respect to such period/s of such usage by Purchaser.
12.5 In the event that until the end of the Interim Period SAP will not
consent to the assignment of the SAP License Agreement to the
Purchaser or to its novation or to the signature of a new agreement
or if Superior Telecom Inc. or any wholly owned subsidiaries thereof
will not enter into an umbrella agreement with SAP as aforesaid
until the end of the Interim Period, the Purchaser will make all
necessary arrangements in order to replace the
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Software System by another software system. Seller will pay to
Purchaser at the last day of the Interim Period an amount of
$200,000 for license fees and all costs relating to a new software
system license for the use of functional modules relating to
finance, management and accounting. When Purchaser will install, or
license a new software system license for production functional
modules Seller will pay to Purchaser an additional amount of
$400,000.
12.6 Notwithstanding anything to the contrary in the Agreement, it is
hereby agreed by the Parties that all obligations and
responsibilities of Seller explicitly detailed in this Section 12
will exhaust all Seller's responsibilities and obligations towards
Purchaser with respect to the subject matter dealt with in this
Section.
13. ASSIGNMENTS
For the removal of doubt, the Parties hereby confirm that notwithstanding
anything stated in the letters of assignment executed, or to be executed,
with any third parties to any Contract, including without limitation IEC,
Bezeq and LG, nothing stated in such letters shall derogate from the
Parties' rights and obligations under the Agreement and to the extent they
place upon a Party ("the First Party") any obligation or confer thereupon a
right contrary to the terms of the Agreement, the other Party shall
indemnify the First Party in respect of such obligation.
It is further agreed between the Parties that in the event the Purchaser
agreed in the assignment letters to undertake future new obligations as
between it and the assignor which did not exist as such with respect to the
Seller under the agreement which is the subject of the letter of
assignment, will be the sole responsibility of the Purchaser
notwithstanding anything to the contrary in the Agreement.
14. CERTAIN ISSUES
14.1 The Parties hereby agree that the Escrow Account referred to in
Sections 4 and 5 of the Agreement and the Second Escrow Account
referred to in Section 6 of the Agreement will not be opened and
managed for purposes of the Agreement and accordingly the Parties
will not sign any Escrow Agreement with the Escrow Agent. The
Parties waive hereby the condition precedent included in Section
10.1.8 of the Agreement.
14.2 All payments due from one Party to the other under the provisions of
Section 6 of the Agreement will be made directly between the Parties
within 20 days from the Closing Date unless otherwise specifically
provided in this Amendment.
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14.3 All payments due from one Party to the other under the provisions of
Section 4 of the Agreement will be made directly between the Parties
pursuant to said Section.
14.3 For the removal of any doubt the Final Adjustment Statement will
include provision for the CPI linkage under the definition of
"Inventory Adjustment".
14.4 Furthermore, the amounts transferred at the Closing as Redundency
Payments pursuant to Schedule 9.5 shall be subject to verification
by the parties CPAs within 20 days from Closing and any shortfall or
surplus shall be paid or returned thereupon.
14.5 Notwithstanding the provisions of the Agreement, the power of
attorney which should be delivered to Purchaser to secure the change
of name of Seller at the Closing, shall be delivered pursuant to
APPENDIX 14a hereto.
14.6 Notwithstanding section 3.4.2 of the Agreement, the parties hereby
agree and undertake as follows:
14.6.1 The parties shall collaborate with each other in order to
obtain the consent of VAT Manager pursuant to Section 20 of
the Value Added Tax Law-1975 ("VAT Law"), for the
assumption by the Purchaser of the VAT liability resulting
from the performance of the Agreement (the "Consent").
14.6.2 In the event that the Consent is granted, the Sellers shall
not be required to issue respective VAT invoices, nor shall
the Purchaser be required to pay the Sellers any VAT
amount. Instead, the Purchaser shall issue a VAT invoice
addressed to the Purchaser and further shall report the
transaction in its current periodic VAT report.
14.6.3 In the event that the Consent is not obtained on or before
January 14, 1999 or any later date approved by VAT Manager
for issuance of the VAT invoices, the Sellers shall issue
to the Purchaser the respective VAT invoices against the
delivery of the VAT amount to the Seller.
14.6.4 In order to secure payment of the VAT amount pursuant to
the preceding Paragraph, the purchaser shall deposit with
Xxx Xxxxxx, Adv. (the "Escrow Agent") a check in the VAT
amount, and the parties will provide the Escrow agent with
a letter of instructions in the form attached hereto as
APPENDIX 14b.
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14.6.5 Without derogation to Seller's undertakings under Paragraph
9.5 of the Agreement, the parties shall collaborate in
order to obtain the consent of the Income Tax Commissioner
for the transfer of the provident funds, managers'
insurance etc. to be tax free. The Parties shall sign and
file with the Income Tax Commission any document required
in that respect.
14.7 It is acknowledged that Purchaser has provided IEC with performance
guarantees in place of Seller for orders supplied by Seller to IEC
in the amount equivalent to 10% of the Seller's Portion of the Loan
(as defined in Section 4.1 above and Seller will indemnify Purchaser
for any amount drawdown under the said guarantees and any cost and
expense associated therewith. Seller has 30 days to cause Purchaser
to receive a complete release from the issuing bank with respect to
those guarantees that Purchaser shall not be liable to the bank for
any amount in connection with said guarantees. Purchaser's
obligation to replace Performance Guarantees pursuant to the
Agreement is subject to satisfaction by Seller of the aforesaid.
14.8 Purchaser is aware of the Development of Human Resources Scheme of
the Ministry of Industry and Commerce ("the Ministry") under which
Seller is entitled to receive a payment in an amount of
approximately NIS 700,000 for expenses incurred by Seller during
1998, for the implementation of a program submitted by it to the
Ministry. Purchaser will cooperate with Seller at sellers sole
expense, in providing all necessary documentation needed for the
receipt of the grant. Purchaser further agrees to provide the
Ministry, simultaneously with the other necessary documents to be
provided, a program for development of human resources identical to
the draft program submitted by Seller to the Ministry for the year
1999 and will endeavor to fulfill the targets of the program. In the
event that Purchaser will not carry out all or certain items of the
program and as a consequence of which the Ministry will duly demand
return of the payment received by Seller for 1998 or any part
thereof Seller will be solely responsible to the return of the
Ministry of the relevant amounts and will indemnify Purchaser on any
related cost and expense.
15. EMPLOYEES
It is hereby agreed between the Parties that any settlement initiated by
the Purchaser under the provisions of Section 11.3 of the Agreement with
respect to an employee claim relating directly or indirectly to such
employee's term of employment prior to the Closing Date and which could
affect Seller's rights, shall be subject to the written consent of the
Seller, which consent shall not be unreasonably withheld or delayed. Any
dispute between the Parties concerning the subject matter dealt with in
this Section shall be resolved as promptly as possible by a binding
arbitration before a single arbitrator who will be selected by the Parties
within 5 days of the receipt of a notice by a Party from the other Party of
the existence of a dispute between the
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Parties. If the parties are unable to agree on the selection of such
arbitrator the arbitrator will be selected by President of Israeli CPA. The
arbitrator shall be requested to submit its decision/award as soon as
possible and no later then within 30 days. The arbitrator shall be bound by
substantive applicable law and shall state in writing the reasons for his
award/decision.
16. BOARD OF DIRECTOR APPROVALS
The Parties represent that their respective boards of directors have
approved the execution, delivery and consummation of the transactions
contemplated under the Agreement at the reduced Purchase Price stipulated
above.
17. APPROVED ENTERPRISES
Notwithstanding the provisions of section 11.10 of the Agreement the
Purchaser waives any requirement to amend the Approved Plan regarding the
factory in Maalot and the requirement to reduce the investment commitment
in the Approved Plan for the factory in Carmiel. Without derogation from
the aforesaid, for the removal of doubt, the issuance of approvals by the
Investment Center with conditions contrary to Section 11.10 of the
Agreement and their attachment to the Agreement, shall not derogate in any
way from the provisions thereof.
18. SPECIAL TRANSFER BONUS
The Parties hereby agree that the employee's salary payment for the month
of December 1998 will be paid by Seller no later than January 4, 1999 (the
"Payment Date"). The net amount of the special transfer bonus referred to
in Sections 3.4.3 and 11.6 of the Agreement will be paid by the Seller to
the employees separately on the Payment Date by valid cheques of the Seller
which will be deposited with the Purchaser on the Closing Date and which
shall be deemed to be satisfaction of the condition precedent in this
regard in the Agreement. The honoring of these cheques shall be fulfillment
of Seller's obligation in this regard, subject to Seller's responsibility
to make good any mistakes made in the amount of the special transfer bonus
paid to any employee or any omissions in payments due to employees.
19. Except as expressly stated herein all other terms of the Agreement shall
remain unchanged.
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In Witness Whereof the Parties Have Set Their Hands Hereunto.
/s/ /s/
--------------------------------------- -----------------------------------
Cvalim -- The Electric Wire and Cables of Zion United Works Ltd.
Cable Company of Israel Ltd.
/s/
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Dash Cable Industries (Israel) Ltd.
