SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound hereby, the Parties agree as follows:
Loan Agreement Entered into in Petach Tikva as of the 18th day of February 2010 By and betweenLoan Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
WHEREAS, on October 25, 2009, 012 Smile. Communications Ltd., Company No. 512832742 ("Smile") entered into an agreement (and on February 8, 2010, an addendum to the Agreement was executed) for the purchase (by means of the Purchaser, as defined below) of 814,211,545 ordinary shares par value NIS 1 per share of Bezeq The Israel Telecommunications Corporation Ltd., Company No. 520031931 ("Bezeq"), which, as of February 17, 2010, represent approximately 30.6% of the issued capital of Bezeq (approximately 29.6%, on a fully diluted basis) which shall grant Smile indirect control of Bezeq, as the term "Control" is defined in the Communications Law (Bezeq and Broadcasts), 5742-1982 in effect from time to time (the "Bezeq Purchase Agreement," the "Purchased Shares" and "Control of Bezeq"); and
FIRST AMENDMENT TO THE SHARE PURCHASE AGREEMENTThe Share Purchase Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
This AMENDMENT (the "Amendment"), dated as of March 28, 2010 to the Share Purchase Agreement and the Addendum thereto dated as of February 8, 2010 (collectively, the "Agreement") dated as of October 25, 2009, is entered into among AP.SB.AR Holdings Ltd. and B. Communications (SP2) Ltd.
Credit Agreement Entered into in Tel Aviv as of the 11th day of February 2010Credit Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
WHEREAS, the Company sought to enter into a transaction with the Lenders for the provision of credit by the Lenders for the purpose of partially financing the Company's purchase of the Purchased Shares of Bezeq pursuant to the Purchase Agreement, and expenses and additional amounts to be borne by the Company in connection with the Purchase Transaction and in connection with the provision of the Credit and the management thereof, as these terms are defined below; and
Addendum and Amendment No. 1 to the Loan Agreement Dated February 18, 2010 Entered into in Ramat Gan as of the 14th day of April 2010 By and betweenLoan Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
Entities Within the Migdal Insurance and Financial Holdings Ltd. Group Pro Rata Among Themselves All as set forth in Appendix A to the Original Agreement Whose address is 4 Efal Street, Kiryat Arye, Petach Tikva Each severally, with respect to its portion of the Loan, as set forth in the Appendix (and not jointly and severally) (hereinafter, the "Lender") Of the first part;
Addendum and Amendment to Credit Agreement Dated February 11, 2010 Entered into in Tel Aviv as of the 14th day of April 2010Credit Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
By and between: The Lenders set forth in Appendix B of the Credit Agreement Of the first part; And: Bank Hapoalim Ltd. In its capacity as Facility Agent And in its capacity as Security Trustee Of the second part; And: B Communications (SP2) Ltd. Private Company No. 51-440539-8 (Hereinafter, the "Company") Of the third part;
