<PAGE>
EXHIBIT 10.9
SPLIT AGREEMENT
Between
MOTOROLA ISRAEL LTD.
and
MIL FINO LTD. (IN FOUNDATION)
December 28, 1999
<PAGE>
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:
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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.
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<PAGE>
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.
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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.
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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
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<PAGE>
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.
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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
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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.
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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: 972-3-565-8779
MIL FINO LTD.
Address: 3 Kremnitski St., Tel-Aviv 67899
Fax: 972-3-565-8779
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.
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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:
--------------------
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<PAGE>
LIST OF APPENDICES
<TABLE>
<CAPTION>
NO. SUBJECT
--- -------
<S> <C>
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.
</TABLE>
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<PAGE>
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:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
NO. OF LICENSE OWNER OF LICENSE
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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.
------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
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.
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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:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
NO. OF LICENSE OWNER OF LICENSE
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Trade license 10-840 Motorola Israel (PCS)
------------------------------------------------------------------------------------------------------------
General license Pele-phone Comm. Ltd.
------------------------------------------------------------------------------------------------------------
</TABLE>
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.
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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
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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.
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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.
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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.
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APPENDIX E
Employees transferred from Motorola to MIL as of December 31, 1999:
<TABLE>
<CAPTION>
LAST NAME FIRST NAME COMMERCE ID
---------------------------------------------------------------------------
<S> <C> <C>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
</TABLE>
- 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
<PAGE>
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:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
THE RIGHT THE ASSET THE OWNER TERMINATION DATE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
----------------------------------------------------------------------------------------------------------------------
</TABLE>
17
