Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 8 37K
Ownership
2: EX-99 Ex A - Translation of Amended Tadiran Deed 33± 112K
3: EX-99 Ex B - Translation of Elisra Deed 32± 108K
4: EX-99 Ex C - Translation of Amend Tadiran S'Hold Agmt 15± 55K
5: EX-99 Ex D - Translation of Tadiran Amendment Agmt 3± 14K
6: EX-99 Ex E - Translation of Amended Federmann Agmt 24± 83K
7: EX-99 Ex F - Translation of Amended Shareholders Agmt 20± 70K
8: EX-99 Ex G - Translation of Koor-Federmann Amend Agmt 3± 14K
EX-99 — Ex G – Translation of Koor-Federmann Amend Agmt
Exhibit G
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TRANSLATION OF KOOR--FEDERMANN AMENDMENT AGREEMENT
[TRANSLATED FROM THE HEBREW ORIGINAL]
AMENDMENT TO SHARE TRANSFER DEED AND SHAREHOLDERS' AGREEMENT
Made and signed in Tel Aviv on the 6th day of July 2005
1. BETWEEN: FEDERMANN ENTERPRISES LTD. Private Company Number 512278391
(hereinafter referred to as "Federmann Enterprises" )
2. HERIS AKTIENGESELLSCHAFT Private Company Number 560021966 (hereinafter
referred to as "Heris" ) whose address for the purpose of this
agreement only is: 99 Hayarkon Street, Tel Aviv (hereinafter jointly
and severally referred to as "Federmann" ) of the one part
AND: KOOR INDUSTRIES LTD.
Public Company Number 520014143 of 14 Hamelacha Street, Afek Industry Park, Rosh
Ha'ayin 48091 (hereinafter referred to as "Koor" ) of the other part
(hereinafter referred to as the "parties" )
WHEREAS on 27 December 2004 Federmann Enterprises and Koor executed a share
transfer deed (hereinafter referred to as the "Federmann-Koor Deed" ), pursuant
to which it was agreed, inter alia , that Federmann Enterprises would sell and
transfer to Koor, in two stages, 4,000,000 (four million) ordinary shares
constituting, on the date of signing the Federmann-Koor Deed, approximately 9.8%
of the issued and paid-up share capital of Elbit Systems Ltd. (hereinafter
referred to as the "Company" ), all subject to and in accordance with the
provisions of the Federmann-Koor Deed;
WHEREAS on 30 March 2005 Federmann Enterprises and Koor agreed to extend Stage
"A" Completion Deadline (as such expression is defined in the Federmann-Koor
Deed);
WHEREAS on 18 April 2005 a further protocol was executed between Federmann
Enterprises and Koor pursuant whereto they agreed to extend certain deadlines
prescribed in the Federmann-Koor Deed (hereinafter referred to as the
"Protocol");
WHEREAS on 18 April 2005 Stage "A" of the Transaction (as such term is defined
in the Federmann-Koor Deed) was implemented and Federmann Enterprises sold and
transferred the Stage "A" Shares (as such term is defined in the Federmann-Koor
Deed) to Koor;
WHEREAS on 27 December 2004 the parties signed a shareholders' agreement that
entered into force on 18 April 2005 (hereinafter referred to as the
"Shareholders' Agreement" );
WHEREAS before the implementation of Stage "B" of the Transaction (as such term
is defined in the Federmann-Koor Deed prior to this Amendment), the parties
agree to reduce the quantity of Stage "B" Shares (as such term is defined in the
Federmann-Koor Deed, prior to this Amendment) being transferred and sold from
Federmann Enterprises to Koor, such that instead of 1,840,000 (one million eight
hundred and forty thousand) ordinary shares of the Company, Koor will purchase
from Federmann Enterprises, in Stage "B" of the Transaction, 1,000,000 (one
million) ordinary shares of the Company only, such that the total number of
shares Koor has purchased and shall purchase from Federmann Enterprises pursuant
to the provisions of the Federmann-Koor Deed, including the amendments thereto,
shall be 3,160,000 (three million one hundred and sixty thousand) ordinary
shares of the Company only;
WHEREAS the parties agree that the implementation of Stage "B" of the
Transaction (as such term is defined in the Federmann-Koor Deed) shall not be
subject to any condition precedent, and shall be implemented independently and
regardless of the Elbit-Koor Deed Stage "B" (as such term is defined in the
Federmann-Koor Deed), prior to its amendment pursuant hereto);
WHEREAS the parties accordingly wish to amend the Federmann-Koor Deed and the
Shareholders' Agreement, as set forth herein;
NOW, THEREFORE, IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. The recitals to this Amendment constitute an integral part hereof.
2. The terms and definitions adopted in this Amendment shall have the
meanings attributed to them in the Federmann-Koor Deed, after its
amendment pursuant hereto, unless expressly stated otherwise.
3. Each of the parties warrants and undertakes as follows:
3.1 that it is authorized to execute this Amendment and perform
its obligations pursuant hereto and that those signing this
Amendment on its behalf are legally authorized to bind it;
3.2 that there is no impediment at law and/or pursuant to its
incorporation documents and/or pursuant to any court order or
instruction and/or any contract and/or consent and/or
agreement to which it is a party to its executing this
Amendment and performing all its obligations pursuant hereto;
3.3 that it has all the approvals and consents required for the
purpose of executing and implementing this Amendment.
4. The parties agree to effect the amendments to the Federmann-Koor Deed,
as marked with revision marks on the Federmann-Koor Deed annexed hereto
as Appendix "A1" and constituting an integral part hereof. In addition,
for the parties' convenience, a clean copy (without revision marks) of
the Federmann-Koor Deed, after its amendment pursuant hereto, is
annexed hereto as Appendix "A2" . In the event of any conflict between
the provisions of Appendix "A1" hereto and the provisions of Appendix
"A2" hereto, only the provisions of Appendix "A1" shall apply to and
bind the parties.
5. The parties agree to effect all the amendments in the Shareholders'
Agreement, as marked with revision marks on the Shareholders' Agreement
annexed hereto as Appendix "B1" and constituting an integral part
hereof. In addition, for the parties' convenience, a clean copy
(without revision marks) of the Shareholders' Agreement, after its
amendment pursuant hereto, is annexed hereto as Appendix "B2". In the
event of any conflict between the provisions of Appendix "B1" hereto
and the provisions of Appendix "B2" hereto, only the provisions of
Appendix "B1" shall apply to and bind the parties.
6. In the event of any contradiction between the provisions of the
Federmann-Koor Deed, the provisions of the Shareholders' Agreement and
the provisions of this Amendment, the provisions of the Amendment shall
prevail, unless expressly stated otherwise, provided that the
provisions of the Federmann-Koor Deed and the provisions of the
Shareholders' Agreement, that have not been expressly amended in this
Amendment and its appendices, shall remain unchanged. As witness
whereof the parties have duly executed this Amendment
(signed)
(signed) --------------------------------
-------------------------------
Koor Industries Ltd.
Federmann Enterprises Ltd.
By: Jonathan Kolber,
Danny BiranBy:
Michael Federmann,
Dov Ninveh -----------------------------
----------------------------
(signed) --------------------------------
Heris Aktiengesellschaft
By: Michael Federmann ----------------------------- Advocate's certificate
I, Shlomo Heller, Adv., hereby certify that Messrs Jonathan Kolber and Danny
Biran, jointly, are authorized to sign, on behalf of Koor Industries Ltd., this
deed and the documents ancillary thereto or required for the object of
implementing it. (signed) ------------------------ Shlomo Heller, Adv.
Advocate's certificate
I, Michal Bachrach, Adv., hereby certify that Messrs Michael Federmann and Dov
Ninveh, jointly, are authorized to sign, on behalf of Federmann Enterprises Ltd,
this deed and the documents ancillary thereto or required for the object of
implementing it. (signed) ------------------------ Michal Bachrach, Adv.
Advocate's certificate
I, Michal Bachrach, Adv., hereby certify that Mr. Michael Federmann is
authorised to sign, on behalf of HERIS AKTIENGESELLSCH, this Deed and the
documents ancillary thereto or required for the object of implementing it.
(signed) ------------------------
Michal Bachrach, Adv.
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