Exhibit
4.7

    
       

      General license for Cellcom Israel Ltd. for the provision of mobile
radio telephone services by the cellular method (cellular)

      Combined
Version, as at November 5, 2008

      


      


      


      


      


      


      
         

        
          	
                   T
      R A N S L A T I O N  F R OM  H E B R
      EW

                  T
      H E  B I N D I N G  V E R S I O N  I
      S  T H E  H E B R E W  V E R S I O
      N

                


        

         

      

       

       

      


      


      


      


      [State
Emblem]

      


      


      State
of Israel

      Ministry
of Communications

      


      


      


      


      General
License to Cellcom Israel Ltd.

      for
the Provision of mobile radio

      telephone
services by the cellular

      method
(cellular)

      


      


      
         
Combined
Version, as at November 5, 2008

      

      


      
        
          
          

        

        
          I

          
            

          

        

        
          
          

        

      

      General license for Cellcom Israel Ltd. for the provision of mobile
radio telephone services by the cellular method (cellular)

        Combined
Version, as at November 5, 2008

         

      

      
        Table of
Contents

      

       

      
        
          
            	
                    General License for

                  	 
      	
                    1

                  
	
                    CHAPTER
      A: GENERAL

                  	
                    2

                  
	
                    PART
      A: DEFINITIONS AND INTERPRETATION:

                  	
                    2

                  
	
                    1.

                  	
                    Definitions

                  	
                    2

                  
	
                    2.

                  	
                    Clause
      headings

                  	
                    13

                  
	
                    3.

                  	
                    Blue
      pencil principle

                  	
                    13

                  
	
                    PART
      B – LEGAL PROVISIONS AND ADMINISTRATIVE PROVISIONS

                  	
                    14

                  
	 
      	 
      	 
      
	
                    4.

                  	
                    Upholding
      laws and provisions

                  	
                    14

                  
	
                    5.

                  	
                    Permit
      obligation pursuant to any other law

                  	
                    14

                  
	
                    6.

                  	
                    Contradiction
      in the License provisions

                  	
                    14

                  
	
                    PART
      A – SCOPE AND PERIOD OF THE LICENSE

                  	
                    15

                  
	
                    7.

                  	
                    Scope
      of the License

                  	
                    15

                  
	
                    8.

                  	
                    Absence of exclusivity
      A16

                  	
                    15

                  
	
                    9.

                  	
                    The
      License period

                  	
                    16

                  
	
                     
      10.

                  	
                    Extension
      of the License Period

                  	
                    16

                  
	
                     
      11.

                  	
                    Renewal
      of the License

                  	
                    18

                  
	
                     
      12.

                  	
                    Termination
      of the License Period

                  	
                    19

                  
	
                    PART
      B – CHANGE IN CONDITIONS AND CANCELLATION OF THE LICENSE

                  	
                    20

                  
	
                     
      13.

                  	
                    Change
      in the License conditions

                  	
                    20

                  
	
                     
      14.

                  	
                    Cancellation
      of the License

                  	
                    20

                  
	
                     
      15.

                  	
                    Other
      remedies

                  	
                    23

                  
	
                    CHAPTER
      C: OWNERSHIP, ASSETS AND MEANS OF CONTROL

                  	
                    25

                  
	
                    PART
      A – RESTRICTIONS ON TRANSFER OF THE LICENSE AND ITS ASSETS

                  	
                    25

                  
	
                     
      16.

                  	
                    Prohibition
      on transfer of the license

                  	
                    25

                  
	
                     
      17.

                  	
                    Ownership
      of the Cellular System

                  	
                    25

                  
	
                     
      18.

                  	
                    Restrictions
      on transfer of the License assets

                  	
                    25

                  
	
                     
      19.

                  	
                    Engagement
      with another

                  	
                    26

                  
	
                    Part
      B: Means of Control – Changes and Limitations

                  	
                    27

                  
	
                     
      20.

                  	
                    Particulars
      of Licensee

                  	
                    27

                  
	
                     
      21.

                  	
                    Transfer
      of Means of Control

                  	
                    27

                  
	
                     
      22.

                  	
                    Encumbrance
      of Means of Control

                  	
                    29

                  
	
                        
      22A.

                  	
                    Israeli
      Nationality and Holdings of Founding Shareholders or Their
      Substitutes

                  	
                    30

                  
	
                    Part
      C: Cross-Ownership and Conflict of Interest

                  	
                    32

                  
	
                     
      23.

                  	
                    Prohibition
      on Cross-Ownership

                  	
                    32

                  
	
                     
      24.

                  	
                    Prohibition
      on a Conflict of Interest

                  	
                    32

                  
	
                    Chapter
      D: Setup and Operation of Cellular system

                  	
                    34

                  
	
                    Part
      A: Setting Up the System

                  	
                    34

                  
	
                     
      25.

                  	
                    Definition

                  	
                    34

                  
	
                     
      26.

                  	
                    Setup
      according to Plans and Specifications

                  	
                    34

                  
	
                     
      27.

                  	
                    Execution
      Stages and Timetable

                  	
                    34

                  
	
                     
      29.

                  	
                    Utilization
      and Construction of Infrastructures

                  	
                    35

                  
	
                     
      30.

                  	
                    Obligation
      of Interconnection

                  	
                    36

                  
	
                       
      30A.

                  	
                    Rules
      Concerning the Implementation of Interconnection

                  	
                    36

                  
	
                       
      30B.

                  	
                    Payment
      for Traffic Completion and Interconnection

                  	
                    38

                  
	
                       
      30C.

                  	
                    Prohibition
      on Delaying Interconnection

                  	
                    38

                  
	
                       
      30D.

                  	
                    Providing
      the Possibility of Utilization

                  	
                    38

                  
	
                       
      30E.

                  	
                    Infrastructure
      Services for an Interested Company

                  	
                    38

                  
	
                       
      30F.

                  	
                    Numbering
      Program

                  	
                    39

                  
	
                     
      31.

                  	
                    Reports
      on the Setup Works

                  	
                    40

                  
	
                     
      32.

                  	
                    Handover
      of Information and Documents

                  	
                    40

                  


          

        

         

        
          
            
            

          

          
            II

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          
            	
                     
      33.

                  	
                    Supervision
      of Setup Works

                  	
                    40

                  
	
                     
      34.

                  	
                    Correction
      of Deficiencies and Defects

                  	
                    40

                  
	
                     
      35.

                  	
                    Safety
      Precautions and Prevention of Hazards

                  	
                    41

                  
	
                     
      36.

                  	
                    Void

                  	
                    41

                  
	
                     
      37.

                  	
                    Intersections
      with Electricity and Telecommunications Lines

                  	
                    41

                  
	
                     
      38.

                  	
                    Discovery
      of Antiquities and Site Preservation

                  	
                    41

                  
	
                     
      39.

                  	
                    Land-Related
      Powers

                  	
                    41

                  
	
                    Part
      B: Equipment Checks and Installation Certifications

                  	
                    43

                  
	
                     
      40.

                  	
                    Compliance
      Check

                  	
                    43

                  
	
                     
      41.

                  	
                    Responsibility
      for Compliance

                  	
                    43

                  
	
                     
      42.

                  	
                    Performance
      Testing Program and Its Approval

                  	
                    43

                  
	
                     
      43.

                  	
                    Notice
      of Setup Completion

                  	
                    43

                  
	
                     
      44.

                  	
                    Terms
      of Fitness and Operation

                  	
                    43

                  
	
                    Part
      C: Use of Frequencies

                  	
                    45

                  
	
                     
      45.

                  	
                    Allocation
      of Frequencies

                  	
                    45

                  
	
                     
      46.

                  	
                    Restriction
      on Use of Frequencies

                  	
                    45

                  
	
                     
      47.

                  	
                    Prevention
      of Interferences

                  	
                    45

                  
	
                     
      48.

                  	
                    Cellphone
      Activity in Emergencies

                  	
                    46

                  
	
                    Part D: Inspections and
      MaintenanceA43)

                  	
                    48

                  
	
                     
      49.

                  	
                    Definitions

                  	
                    48

                  
	
                     
      50.

                  	
                    Performance
      of Inspections

                  	
                    48

                  
	
                     
      51.

                  	
                    Inspections,
      Malfunctions and Maintenance Log

                  	
                    48

                  
	
                     
      52.

                  	
                    Repair
      of Deficiencies and Defects

                  	
                    49

                  
	
                    Chapter
      E: Providing Cellular Services to Subscribers

                  	
                    50

                  
	
                    Part
      A: Entering into an Agreement with Subscribers

                  	
                    50

                  
	
                           
      55.A43)

                  	
                    The
      Contract

                  	
                    50

                  
	
                            
      56. A43)

                  	
                    Modification
      of Contract

                  	
                    51

                  
	
                     
      59.

                  	
                    Obligation
      of Connecting Applicants and Prohibition on Stipulation

                  	
                    52

                  
	
                    Part
      B: Service Level for Subscribers

                  	
                    53

                  
	
                     
      60.

                  	
                    Obligation
      of Maintaining the Service

                  	
                    53

                  
	
                     
      62.

                  	
                    Obligation
      of Maintenance

                  	
                    54

                  
	
                     
      63.

                  	
                    Repair
      of Malfunctions

                  	
                    55

                  
	
                     
      64.

                  	
                    End-user
      equipment – Selling and Renting

                  	
                    55

                  
	
                     
      65.

                  	
                    Public
      Emergency Services

                  	
                    56

                  
	
                         
      65A.

                  	
                    Blocking
      Service to a Nuisance Subscriber

                  	
                    56

                  
	
                      
      66.

                  	
                    Protecting
      Subscriber Privacy

                  	
                    57

                  
	
                         
      66A.

                  	
                    Special
      Services for the Security Forces

                  	
                    58

                  
	
                         66B.

                  	
                    Security
      Provisions

                  	
                    58

                  
	
                      
      67.

                  	
                    Bills
      to Subscribers

                  	
                    59

                  
	
                        
       67A.

                  	
                    Information
      Service for Clarifying Telephone Numbers

                  	
                    60

                  
	
                            67B.43

                  	
                    Void

                  	
                    62

                  
	
                        
      67C.

                  	
                    Service
      Dossier

                  	
                    62

                  
	
                       
       67D.

                  	
                    Erotic
      Service

                  	
                    64

                  
	
                    Part
      C: Termination, Delay or Restriction of Service

                  	
                    65

                  
	
                     
      68.

                  	
                    Definitions

                  	
                    65

                  
	
                     
      69.

                  	
                    Prohibition
      on the Termination or Disconnection of Service

                  	
                    65

                  
	
                     
      70.

                  	
                    Disconnection
      of Service at Subscriber's Request

                  	
                    65

                  
	
                     
      71.

                  	
                    Termination
      of Service at the Subscriber's Request

                  	
                    65

                  
	
                     
      72.

                  	
                    Termination
      or Disconnection of Service Due to Breach of Agreement

                  	
                    69

                  
	
                     
      73.

                  	
                    Disconnection
      of Service Due to Maintenance Operations

                  	
                    73

                  
	
                    CHAPTER
      F – PAYMENT FOR SERVICES

                  	
                    74

                  
	
                    Part
      A – General

                  	
                    74

                  


          

        

         

        
          
            
            

          

          
            III

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          
            	
                        73A.

                  	
                    Definitions

                  	
                    74

                  
	
                     74.

                  	
                    Payment
      Categories

                  	
                    74

                  
	
                    Part
      B – Setting and Publication of Rates

                  	
                    76

                  
	
                    75.

                  	
                    Setting
      the Rates and Their Amount

                  	
                    76

                  
	
                       75A.

                  	
                    Completion
      of a Call in Another Public Telecommunications Network

                  	
                    78

                  
	
                      
      75B.

                  	
                    Completion
      of an SMS on Another Public Telecommunications Network

                  	
                    78

                  
	
                      
      75C.

                  	
                    Temporary
      Order

                  	
                    79

                  
	
                    76.

                  	
                    Publication
      of Rates

                  	
                    79

                  
	
                    77.

                  	
                    VoidA43)

                  	
                    80

                  
	
                       
      77A.

                  	
                    Fraud
      Prevention

                  	
                    80

                  
	
                    Part
      C –  Changes in the Rates

                  	
                    81

                  
	
                           
      78.A43)

                  	
                    Change
      in the Rates

                  	
                    81

                  
	
                      79.

                  	
                    Start
      of an Increase or Reduction in a Rate

                  	
                    81

                  
	
                     
      80.

                  	
                    Arrears
      in Payment

                  	
                    81

                  
	
                    Part
      D – Miscellaneous

                  	
                    82

                  
	
                     
      81.

                  	
                    Onetime
      Debit for Connection Fee

                  	
                    82

                  
	
                     
      82.

                  	
                    Collection
      of Subscription Fee in Installments

                  	
                    82

                  
	
                     
      83.

                  	
                    Harm
      to Competition or to Consumers

                  	
                    82

                  
	
                    CHAPTER
      G: PAYMENTS FROM THE LICENSEE, LIABILITY, INSURANCE AND

                  	 
      
	
                    GUARANTEE

                  	 
      	
                    83

                  
	
                    Part
      A – Royalties and Payments

                  	
                    83

                  
	
                     84.

                  	
                    Royalties

                  	
                    83

                  
	
                     85.

                  	
                    Arrears
      in the Payment of Royalties

                  	
                    83

                  
	
                     86.

                  	
                    Payment
      Method

                  	
                    83

                  
	
                     87.

                  	
                    Other
      Mandatory Payments

                  	
                    83

                  
	
                    Part
      B – Liability and Insurance

                  	
                    84

                  
	
                    88.

                  	
                    Definition
      of Scope of Insurance

                  	
                    84

                  
	
                    89.

                  	
                    Licensee’s
      Liability

                  	
                    84

                  
	
                    90.

                  	
                    Immunity
      from Liability

                  	
                    84

                  
	
                    91.

                  	
                    Making
      an Insurance Contract

                  	
                    84

                  
	
                    92.

                  	
                    Conditions
      in the Insurance Contract

                  	
                    86

                  
	
                    93.

                  	
                    Remedy
      for Breach of Conditions with Respect to Insurance

                  	
                    86

                  
	
                    Part
      C – Guarantee to Secure Fulfillment of the Terms of the
      License

                  	
                    87

                  
	
                    94.

                  	
                    The
      Guarantee and Its Purpose

                  	
                    87

                  
	
                    95.

                  	
                    Exercise
      of the Guarantee

                  	
                    87

                  
	
                    96.

                  	
                    Manner
      of Exercise of the Guarantee

                  	
                    88

                  
	
                    97.

                  	
                    Term
      of Validity of the Guarantee

                  	
                    88

                  
	
                    98.

                  	
                    Preservation
      of Remedies

                  	
                    90

                  
	
                    CHAPTER
      EIGHT – SUPERVISION AND REPORTING

                  	
                    91

                  
	
                    Part
      A: Supervision of Licensee’s Activities

                  	
                    91

                  
	
                    99.

                  	
                    Supervisory
      Power

                  	
                    91

                  
	
                     
      100.

                  	
                    Preservation
      of Confidentiality

                  	
                    91

                  
	
                     
      101.

                  	
                    Entry
      to Premises and Inspection of Documents

                  	
                    91

                  
	
                     
      102.

                  	
                    Cooperation

                  	
                    91

                  
	
                    Part
      B: Reporting and Correction of Defects

                  	
                    92

                  
	
                            
      103.A43)

                  	
                    Duty
      of Submission of Reports

                  	
                    92

                  
	
                           
      104.A43)

                  	
                    Types
      of Reports

                  	
                    92

                  
	
                           
      105.A43)

                  	
                    Notice
      Concerning a Defect

                  	
                    94

                  
	
                           
      106.A43)

                  	
                    Void

                  	
                    94

                  
	
                    CHAPTER
      I – MISCELLANEOUS

                  	
                    95

                  
	
                     
      107.

                  	
                    The
      License as an Exhaustive Document

                  	
                    95

                  
	
                     
      108.

                  	
                    Keeping
      the License Document and Returning the License

                  	
                    95

                  
	
                     
      109.

                  	
                    Postponement
      of Deadline

                  	
                    95

                  


          

        

         

        
          
            
            

          

          
            IV

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          
            	
                     
      110.

                  	
                    Reserving
      of Liability

                  	
                    96

                  
	
                     
      111.

                  	
                    Notices

                  	
                    96

                  
	
                    First
      Schedule

                  	
                    1

                  
	
                    Second
      Schedule – List of Appendices

                  	
                    2

                  
	
                    Appendix
      D – Uniform Engagement Agreement – Not Attached

                  	
                    1

                  
	
                    Appendix
      J  – Accessibility to International Telecommunications
      Services

                  	
                    1

                  
	
                    Appendix
      K – Discontinuation of Service to Cellular End-User Equipment of the IS-54
      type

                  	
                    1

                  
	
                    Appendix
      O – Erotic Services

                  	
                    1

                  


          

        

         

         

        
          
            
            

          

          
            V

            
              

            

          

          
            
            

          

        

      

      General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008



      
 

      General License for

      


      


      Cellcom Israel
Ltd.

      


      


      


      Award
of license

      


      


      


      By the
authority vested in me under the Telecommunications Law, 5742 – 1982
(hereinafter – the Law), the Wireless Telegraph Ordinance [New Version], 5732 –
1972 (hereinafter – the Ordinance), and my other powers pursuant to any law, I,
the Minister of Communications, hereby grant a license to Cellcom Israel Ltd.
(hereinafter – the Licensee) to establish, maintain and operate a mobile radio
telephone system by the cellular method, and to provide thereby mobile radio
telephone services to the Israeli public, as set forth in this
License.

      


      This
License is granted for the period set forth in the license and is subject to its
conditions as follows:

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

         



      CHAPTER A:
GENERAL

      


      PART
A: DEFINITIONS AND INTERPRETATION:

      


      
        
          	
                  1. 

                	
                   Definitions

                


        

      

      


      
        	
                1.1  

              	
                In
      this License, the words and expressions below will have the meaning listed
      next to them, unless another meaning is evident from the written language
      or its context.

              


      

      


      
        
          	
                  “Type
      Approval”

                	
                  -

                	
                  Approval
      given by the Minister pursuant to the Law and the Ordinance to a cellular
      end-equipment model.

                
	 	 	 
	
                  “Means
      of Control”

                	
                  -

                	
                  In
      a corporation – any one of the following:

                  (1)
      the right to vote at a general meeting of a company or in an entity
      corresponding thereto in another corporation;

                  (2)
      the right to appoint a director or CEO;

                  (3)
      the right to participate in the profits of the corporation;

                  (4)
      the right to a share in the balance of the assets of the corporation after
      payment of its debts on liquidation.

                
	 	 	 
	
                  “Telecommunications”

                	
                  -

                	
                  Broadcast,
      transfer or reception of marks, signals, written material, visual forms,
      sound or information, via wire, wireless, optical system or other
      electromagnetic systems;

                
	 	 	 
	
                  “Franchisee”A16

                	
                  -

                	
                  As
      defined in Section 6(12)(1) of the Law;

                
	 	 	 
	
                  “Interested
      Party”

                	
                  -

                	
                  Anyone
      holding, directly or indirectly, 5% of a certain type of the Means of
      Control;

                
	 	 	 
	
                  “Licensee”

                	
                  -

                	
                  Anyone
      to whom the Minister granted, pursuant to the Law, a general or special
      license;
      A16

                
	 	 	 
	
                  “General Licensee”
      A16

                	
                  -

                	
                  Anyone
      who has received a general license for implementing the Telecommunications
      operations and providing Telecommunications services;

                
	 	 	 
	
                  “Broadcasting Licensee”
      A16

                	
                  -

                	
                  As
      defined in the Law;

                
	 	 	 
	
                  “Accessibility
      Fees”

                	
                  -

                	
                  Payment
      for the use of another Telecommunications system, including for
      connection, transmission and collection;

                
	 	 	 
	
                  “Technical
      Requirements and Service Quality”

                	
                  -

                	
                  Standards
      of availability and service quality, standards for Telecommunications
      facilities and instructions for installation, operation and maintenance,
      all according to the engineering plan as the Director will order from time
      to time relating to the services of the Licensee;

                
	 	 	 
	
                  “Contract”A43

                	
                  -

                	
                  Contract
      between the Licensee and a Subscriber, for the provision of all or any of
      the services of the Licensee;

                
	 	 	 
	
                  the
      “Proposal”

                	
                  -

                	
                  The
      Licensee’s Proposal in the Tender;

                
	 	 	 
	
                  the
      “Bezeq Corp.”

                	
                  -

                	
                  Bezeq
      Israel Telecommunication Corp. Ltd.;

                
	 	 	 
	
                  the
      “Law”

                	
                  -

                	
                  The
      Communications Law (Telecommunications and Broadcasts), 5742 – 1982; A16

                


        

      

       

        
          

        

      

      A16  Amendment No. 16

      A43  Amendment No. 43 [Inception: This
amendment shall come into force not later than March 15,
2007]

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

         

         

      

      
        
          	
                  “Holding”
      A16

                	
                  -

                	
                  For
      the purpose of Means of Control – directly or indirectly, whether alone or
      in concert with others, including through another, including a trustee or
      agent, or through a right granted under an agreement, including an option
      for a Holding that does not derive from convertible securities, or in any
      other way;

                
	 	 	 
	
                  “Transfer”
      A16

                	
                  -

                	
                  For
      the purpose of the Means of Control, whether directly or indirectly,
      whether for consideration or without consideration, whether in perpetuity
      or for a period, all at once or in parts;

                
	 	 	 
	
                  “In Concert With
      Others”
      A16

                	
                  -

                	
                  Permanent
      collaboration and, with regard to an individual, permanent collaborators
      will be deemed – the individual, his Relative, and a corporation that one
      of them controls and, with regard to a corporation – the corporation,
      anyone controlling it and anyone who is controlled by one of
      them;

                
	 	 	 
	
                  “Security
      Forces”

                	
                  -

                	
                  The
      Israel Defence Forces, the Israel Police, the General Security Service and
      the Mossad Institute for Intelligence and Special
    Operations;

                
	 	 	 
	
                  “Index”

                	
                  -

                	
                  The
      Consumer Price Index published by the Central Bureau of Statistics from
      time to time, or any other index that may replace it;

                
	 	 	 
	
                  “Cellular
      Radio Center”

                	
                  -

                	
                  A
      wireless facility functioning on the operating frequencies and used for
      creating a radio connection between cellular end-equipment units in the
      possession of the subscribers in its coverage area and the cellular
      switchboard;

                
	 	 	 
	
                  “Interface”

                	
                  -

                	
                  The
      physical meeting between various functional Telecommunications units,
      including by optical or wireless means;A16

                
	 	 	 
	
                  “Telecommunications
      Facility”

                	
                  -

                	
                  A
      facility or device intended mainly for telecommunication purposes,
      including end-equipment;A16

                
	 	 	 
	
                  “Tender No. 1/01”
      A16

                	
                  -

                	
                  A
      tender published by the Ministry on 4 Nissan 5761 (March 28, 2001),
      including the clarifications given by the Ministry in the course of the
      Tender, as a result of which this License was amended;

                
	 	 	 
	
                  the
      “Tender”

                	
                  -

                	
                  Tender
      No. 10/93 published by the Ministry on November 11, 1993, including
      clarifications given by the Ministry in the course of the Tender, as a
      result of which this License is granted;

                
	 	 	 
	
                  the
      “Director”

                	
                  -

                	
                  The
      Director General of the Ministry of Communications or anyone authorized by
      him for the purposes of this License, in whole or in
  part;

                
	 	 	 
	
                  “Subscriber”
      A43

                	
                  -

                	
                  Anyone
      who enters into an agreement with the Licensee for the purpose of
      receiving cellular services as an end user;

                
	 	 	 
	
                  “Dormant
      subscriber”T48)

                	
                  -

                	
                  A
      subscriber in respect of which all of the conditions set out below are
      fulfilled:

                  (a)  
      He did not receive or use cellular
services

                


        

                                                            

        A16
Amendment No. 16

        
          T48)
Amendment No. 48 (Inception: This amendment will come into force on October 2,
2008).

        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

          
 

        

        
          	 	 	
                  during
      a minimum of one year, starting from January 1, 2008;

                  (b)  
      He does not pay the Licensee any fixed payment;

                  (c)  
      He is not bound with the Licensee by any plan that includes a commitment
      period.

                
	 	 	 
	
                  “Business
      subscriber”T47)

                	
                  -

                	
                  A
      subscriber who is any of the following:

                  (a)  
      A corporation, as defined in the Interpretation Law,
      5741-1981;

                  (b)  
      Government offices and auxiliary government bodies;

                  (c)  
      A licensed dealer excluding an exempt dealer;

                  (d)  
      An entity established by or pursuant to a law.

                
	 	 	 
	
                  “International
      Telecommunications System”

                	
                  -

                	
                  A
      system of Telecommunications facilities, connected or designated for
      connection to the Public Telecommunications Network through an
      International NEP, which is used or designated for use in the transfer of
      Telecommunications messages between an international switch situated in
      Israel and a Telecommunications Facility located abroad, including a
      satellite ground station and other Telecommunications facilities
      (hereinafter – the System
      Components) and including transmission facilities among the System
      Components;
      A16

                


        

         

         

          
            

          

        

        
          
            
              A16  Amendment No.
16

            

            T47)
Amendment No. 47.

          

        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	
                  “Mobile
      Radio Telephone System” (Cellular System)

                	
                  -

                	
                  A
      system of wireless facilities built by the cellular method and other
      installations, through which mobile radio telephone services are provided
      to the public, including a cellular coordinator, cellular radio centers
      and wireless or cable transmission arteries between cellular radio
      centers, a cellular radio center and a cellular coordinator, between
      Cellular coordinators, or between a cellular switchboard and a Public
      Telecommunications Network.

                
	 	 	 
	
                  “NDO (National Domestic
      Operator)”
      A16

                	
                  -

                	
                  A
      General Licensee for the provision of landline domestic Telecommunications
      services;

                
	 	 	 
	
                  “Cellular
      Operator”

                	
                  -

                	
                  A
      General Licensee for the provision of mobile radio telephone
      services;
      A16

                
	 	 	 
	
                  “Another
      Cellular Operator”

                	
                  -

                	
                  A
      Cellular Operator that is not the Licensee.

                
	 	 	 
	
                  “Switchboard”

                	
                  -

                	
                  A
      Telecommunications Facility in which are situated and operated switching
      and transmission means, enabling contact between various end-equipment
      units that are connected or linked thereto, and the transfer of
      Telecommunications messages between them, including control and monitoring
      facilities and other facilities that enable the provision of various
      services to Subscribers of the Licensee or to subscribers of another
      Licensee;

                
	 	 	 
	
                  the
      “Ministry”

                	
                  -

                	
                  The
      Ministry of Communications;

                
	 	 	 
	
                  “Transit Switch”A16

                	
                  -

                	
                  A
      Telecommunications Facility in which are situated and operated the means
      of switching, routing and transmission enabling contact between various
      switchboards that are connected or linked thereto and the transfer of
      Telecommunications messages between them, including control and monitoring
      facilities;

                
	 	 	 
	
                  “Officer”A16

                	
                  -

                	
                  Anyone
      acting as a director, CEO, chief business officer, deputy CEO, someone who
      fills such a position in a company even if the title is different, as well
      as any other manager who is directly subordinate to the CEO of the
      company;

                
	 	 	 
	
                  “Appendices”
      A16

                	
                  -

                	
                  The
      first addendum and the Appendices set forth in the second addendum to the
      License;
      A16

                
	 	 	 
	
                  “NEP
      (Network End-Point)”

                	
                  -

                	
                  An
      Interface to which is connected on one side a Public Telecommunications
      Network and on the other side, end-user equipment, a private network, a
      mobile telephone network or other public network, as
      applicable;

                
	 	 	 
	
                  “International
      NEP”

                	
                  -

                	
                  A
      connections device to which are linked a Public Telecommunications Network
      on one side and an International Telecommunications System on the
      other;

                
	 	 	 
	
                  “Telecommunications
      Operation”

                	
                  -

                	
                  The
      operation, installation, construction or maintenance of a
      Telecommunications Facility, all for the purpose of
      Telecommunications;

                
	 	 	 
	
                  the
      “Ordinance”

                	
                  -

                	
                  The
      Wireless Telegraph Ordinance [New Version]. 5732 –
1972;

                
	 	 	 
	
                  “End-User
      Equipment”

                	
                  -

                	
                  Telecommunications
      equipment, which is connected or is designated for connection to a public
      Telecommunications network through an NEP or through a private network,
      including a telephone, modem, facsimile or private
      switchboard;

                


        

                                                            

        A16
Amendment No. 16

        


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  “Cellular
      End-User Equipment”

                	
                  -

                	
                  Portable
      or movable Telecommunications equipment, connected or designated for
      connection to a Cellular System by means of a cellular radio
      center.

                
	 	 	 
	
                  “Interconnection”
      A16

                	
                  -

                	
                  Connection
      between a Public Telecommunications Network of one Licensee to a Public
      Telecommunications Network of another Licensee, physically or logically,
      that facilitates the transfer of Telecommunications messages between
      Subscribers of the Licensees or the provision of services by one Licensee
      to the subscribers of the other Licensee;

                
	 	 	 
	
                  “Relative”

                	
                  -

                	
                  Spouse,
      parent, son, daughter, brother, sister or their
spouses;

                
	 	 	 
	
                  the
      “License”

                	
                  -

                	
                  This
      License, with all its Appendices and any other document or condition
      stipulated in the License that will constitute an integral part of the
      License or its conditions;

                
	 	 	 
	
                  the “Network”
      A16

                	
                  -

                	
                  The
      Cellular System of the Licensee;

                
	 	 	 
	
                  the
      “Minister”

                	
                  -

                	
                  The
      Minister of Communications, including anyone to whom he has delegated his
      authority with regard to this License, in whole or in
  part;

                
	 	 	 
	
                  “Public
      Telecommunications Network”

                	
                  -

                	
                  A
      system of Telecommunications facilities, used or designated for the
      provision of Telecommunications services to the general public throughout
      Israel or at least in the area of service, including Coordinators or
      Transit Switches, transmission equipment and an access Network, including
      a Cellular System and an international Telecommunications system, except
      for a private network, End-Equipment and Cellular
      End-Equipment;

                
	 	 	 
	
                  “Public
      Telecommunications Landline Network”

                	
                  -

                	
                  A
      domestic Public Telecommunications Network, except for a Cellular System
      and an international Telecommunications network;

                
	 	 	 
	
                  “Access Network”
      A16

                	
                  -

                	
                  Components
      of a Public Telecommunications Network, which are used for connection
      between Coordinators and an NEP by means of a landline infrastructure,
      wireless infrastructure or a combination of the two;

                
	 	 	 
	
                  “Bezeq
      Network”

                	
                  -

                	
                  The
      Public Telecommunications Network used by Bezeq for provision of its
      services under the general license granted to it and the other
      Telecommunications services provided under the Law, whether by Bezeq or by
      any other person;

                
	 	 	 
	
                  “Use”
      A16

                	
                  -

                	
                  Access
      to a Telecommunications Facility of the Licensee, including to the public
      Telecommunications network or its Access Network, in whole or in part, and
      the possibility of using them for the purpose of conducting
      Telecommunications operations and providing Telecommunications services by
      means thereof, including the installation of a Telecommunications Facility
      of another Licensee in a Telecommunications Facility or courtyards of the
      Licensee

                
	 	 	 
	
                  “Telecommunications
      Service”

                	
                  -

                	
                  The
      performance of Telecommunications operations for
others;

                
	 	 	 
	
                  “Basic
      Telephone Service”

                	
                  -

                	
                  Two-way
      switched or routed transfer, including via modem, of speech or of
      speech-like Telecommunications messages, for example, facsimile
      signals;

                
	 	 	 
	
                  “Telephony Service”
      A16

                	
                  -

                	
                  Basic
      telephone service and services related to this
  service;

                


        

         

                                                           

        A16
Amendment No. 16

        


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  “International
      Telephone Service (ITMS)”

                	
                  -

                	
                  A
      telephone service by means of the international system of a Licensee for
      the provision of international services;

                
	 	 	 
	
                  “Roaming Service”
      A16

                	
                  -

                	
                  A
      cellular service provided abroad and in the areas of civilian control of
      the Palestinian Council via the Cellular System of a foreign Cellular
      operator (hereinafter – Foreign Operator), whereby the Subscriber pays the
      Licensee for the service; and, similarly, a cellular service provided in
      Israel via the Cellular System of the Licensee, whereby the Licensee
      provides service to a Foreign Operator for the subscribers of that
      operator; in this regard, the “Palestinian
      Council” – as defined in the Law for Implementation of the Interim
      Agreement Regarding the West Bank and Gaza Strip (Jurisdictional Powers
      and Other Provisions) (Legislative Amendments), 5756 – 1998
      [sic];

                
	 	 	 
	
                  “Related
      Service”

                	
                  -

                	
                  A
      service set forth in the first addendum to the License, provided on the
      basis of the Basic Telephone Service and which, by its nature, can only be
      provided by the supplier of the basic service;

                
	 	 	 
	
                  “Value Added
      Service”
      A16

                	
                  -

                	
                  A
      service provided on the basis of the Basic Telephone Service, which, by
      its nature, can be provided by another, including another Licensee that is
      not the supplier of the basic service; with regard to the services of the
      Licensee, a service as stated, which is set forth in the first addendum to
      the License;

                
	 	 	 
	
                  “Infrastructure
      Service”

                	
                  -

                	
                  An
      Interconnection, or possibility of Use given to another Licensee, to a
      Franchisee or to a broadcast Licensee;A16

                
	 	 	 
	
                  “Domestic Telecommunications
      Landline Service”
      A16

                	
                  -

                	
                  Infrastructure,
      transmissions, communication of data and landline
    telephony;

                
	 	 	 
	
                  “Licensee
      Services”

                	
                  -

                	
                  Cellular
      services, Telecommunications Services and other services which the
      Licensee is entitled to provide pursuant to this License, to its
      Subscribers, to other Licensees, to broadcast licensees, to Franchisees
      and to the Security Forces;A16

                
	 	 	 
	
                  “Cellular
      Services”

                	
                  -

                	
                  Telecommunications
      services provided by means of the Cellular System;

                
	 	 	 
	
                  “Control”

                	
                  -

                	
                  The
      ability to direct a corporation's activity, directly or indirectly,
      including ability deriving from the articles of incorporation, by virtue
      of an agreement, either written or oral, by virtue of a Holding in the
      Means of Control in another corporation - or from any other source, except
      for ability deriving solely from fulfilling the position of director or
      other position in the corporation;

                
	 	 	 
	
                  “The
      Minister”

                	
                  -

                	
                  The
      Minister of Communications, including anyone to whom he has delegated his
      authority with regard to this License, in whole or in
  part;

                
	 	 	 
	
                  “Engineering
      Plan”

                	
                  -

                	
                  An
      engineering plan submitted by the Licensee in the Tender, including any
      change introduced therein with the approval of the Director and attached
      to the license as Appendix B;

                
	 	 	 
	
                  “Numbering Plan”
      A16

                	
                  -

                	
                  As
      defined in Section 5A(B) of the
Law;

                


        

        


                                                            

        A16
Amendment No. 16

        


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

      

       

      
        


        
          	
                  1.2

                	
                  Other
      words and expressions in the License, insofar as they are not defined in
      Clause 1.1, will have the meaning they have in the Law, in the Ordinance,
      in the regulations enacted thereunder, in the Interpretation Law, 5741 –
      1981, or as set forth in the relevant places in the License, unless
      another meaning is implied by the written language or its
      context.

                


        

        


         

        
          	
                  2. 

                	
                  Clause
      headings

                


        

        


        The
headings of the clauses in this License are provided solely for the convenience
of the reader, and should not be used for interpretation or explanation of the
content of any of the conditions of the License.

        


         

        
          	
                  3. 

                	
                  Blue pencil
      principle

                


        

        


        A
cancellation or determination regarding the non-validity of a condition of this
License or part of a condition will apply only with regard to that condition or
part, as applicable, and will not serve, per se, to derogate from the binding
validity of the License or any other condition therein.

        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

      

      
        
 

        PART
B – LEGAL PROVISIONS AND ADMINISTRATIVE PROVISIONS

        


         

        
          	
                  4. 

                	
                  Upholding laws and
      provisions

                


        

        


        
          	
                  4.1

                	
                  In
      everything pertaining to the setup, existence, operation, and maintenance
      of the Cellular System and the provision of Cellular Services thereby, the
      Licensee will act in accordance with the provisions of any law and,
      without derogating from the aforesaid generality, will ensure compliance
      with the following:

                


        

        


        
          	
                   
      

                	
                  (1)

                	
                  the
      provisions of the Telecommunication Law and the regulations promulgated
      thereunder;

                


        

        


        
          	
                   
      

                	
                  (2)

                	
                  the
      provisions of the Wireless Telegraph Ordinance and the regulations
      promulgated thereunder;

                


        

        


        
          	
                   
      

                	
                  (3)

                	
                  administrative
      provisions;

                


        

        


        
          	
                   
      

                	
                  (4)

                	
                  international
      Telecommunications and radio treaties to which Israel is a
      party;

                


        

        


        
          	
                   
      

                	
                  (5)

                	
                  any
      other law or treaty that will apply to Telecommunications and radio, even
      if they go into effect after the License is
  granted.

                


        

        


        
          	
                  4.2

                	
                  The
      Licensee will act pursuant to laws and provisions as stated in Clause 4.1
      as these will be in force from time to time during the license period,
      including the remedies for the breach thereof, and they will be deemed an
      integral part of the License
conditions.

                


        

        


         

        
          	
                  5. 

                	
                  Permit obligation
      pursuant to any other law

                


        

        


        
          	
                  5.1

                	
                  The
      granting of this License will not exempt the Licensee from the obligation
      to obtain, with regard to execution of the License, any license, permit,
      approval, or consent pursuant to any other
law.

                


        

         

         

        
          	
                  6. 

                	
                  Contradiction in the
      License provisions

                


        

        


        In the
event of an apparent contradiction in the License provisions, the Minister will
determine the interpretation of the provisions or how to settle the
contradiction between them and after the Licensee has been given a fair
opportunity to voice its claims A2.

        


         

                                                            

        A2
Amendment No. 2

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

          

        

         

         

        CHAPTER B: THE LICENSE –
SCOPE, VALIDITY AND CANCELLATION

        


        PART
A – SCOPE AND PERIOD OF THE LICENSE

        


         

        
          	
                  7. 

                	
                  Scope of the
      License

                


        

        


        
          	
                  7.1

                	
                  Pursuant
      to this License and subject to all the provisions and conditions hereof,
      the Licensee is entitled to set up, implement, maintain and operate a
      Cellular System and, through it, to provide cellular Services to the
      Israeli public; without derogating from the aforementioned generality, the
      Licensee is entitled to do the
following:

                


        

        


        
          	
                   
      

                	
                  (1)

                	
                  to
      set up, implement, maintain and operate cellular radio centers and to
      connect them to cellular switchboards, and to connect between cellular
      switchboards, by means of cable and wireless transmission
      channels;

                


        

        
          	
                   
      

                	
                  (2)

                	
                  To
      connect the cellular System to the Public Telecommunications Network of
      Bezeq;

                


        

        
          	
                   
      

                	
                  (3)

                	
                  To
      connect the cellular System to the international Telecommunications
      system;

                


        

        
          	
                   
      

                	
                  (4)

                	
                  To
      connect its cellular System to another cellular
  System;

                


        

        
          	
                   
      

                	
                  (5)

                	
                  To
      contract with Subscribers for the purpose of providing cellular
      Services;

                


        

        
          	
                   
      

                	
                  (6)

                	
                  To
      provide Subscribers with cellular End-User
  Equipment;

                


        

        
          	
                   
      

                	
                  (7)

                	
                  To
      connect Subscribers to the cellular System and provide cellular Services
      and other services pursuant to this
License;

                


        

        
          	
                   
      

                	
                  (8)

                	
                  To
      provide Subscribers with the following
services:

                


        

        
          	
                   
      

                	
                  (A)

                	
                  Basic
      mobile wireless telephone service;

                


        

        
          	
                   
      

                	
                  (B)

                	
                  Related
      services as set forth in the first
addendum;

                


        

        
          	
                   
      

                	
                  (C)

                	
                  Roaming
      service;
      A16

                


        

        
          	
                   
      

                	
                  (D)

                	
                  Any
      other cellular service permitted pursuant to this License.A16

                


        

        


        
          	
                  7.2

                	
                  The
      Licensee will not be entitled to provide any cellular service or other
      Telecommunications Service that is not explicitly permitted within the
      context of this License.

                


        

        


         

        
          	
                  8. 

                	
                  Absence of
      exclusivity
      A16

                


        

        


        
          	
                  8.1

                	
                  The
      Licensee will not have any exclusivity in the provision of its
      services.

                


        

        


        
          	
                  8.2

                	
                  The
      Minister is entitled, at any time, to grant a license to additional
      operators for the provision of cellular
  Services.

                


        

        


        
          	
                  8.3

                	
                  Should
      the Minister publish a tender for the provision of cellular services, the
      Licensee will be entitled to submit its bid in the tender, however, the
      Minister will be entitled to determine as part of the conditions of such a
      tender that if the Licensee wins the tender, the receipt of a license will
      be contingent on the fact that the Licensee transfer its cellular System
      to another as instructed by the Minister and under conditions determined
      thereby, and it will cease to provide cellular Services by means
      thereof.

                


        

                                                            

        A16
Amendment No. 16

        


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  9. 

                	
                  The License
      period

                


        

        


        
          	
                  9.1

                	
                  This
      License is valid for a period of 10 years, commencing on the date of the
      granting of the License (hereinafter – the License
  Period).

                


        

        


        
          	
                  9.2

                	
                  The
      License Period may be extended by additional six years in accordance with
      that stated in Clause 10 (hereinafter – the Additional
      Period).

                


        

        


        
          	
                  9.3

                	
                  This
      License may be renewed for one or more Additional Periods of six years, in
      accordance with that stated in Clause
11.

                


        

        


        
          	
                  9.4

                	
                  During
      the License Period and the Additional Period or on renewal of the License,
      the License will be subject to the authority of the Minister pursuant to
      Clauses 13 to 15 with regard to change, restriction, suspension or
      cancellation of the License.

                


        

        


        
          	
                  9.5A15

                	
                  Notwithstanding
      the aforesaid A16,
      in the context of expansion of the License, as a result of the Licensee
      winning Tender No. 1/01, this License will be valid for a period of twenty
      (20) years, commencing on 19 Shevat 5762 (February 1,
    2002).

                


        

        


         

        
          	
                  10. 

                	
                  Extension of the
      License Period

                


        

        


        
          	
                  10.1

                	
                  The
      Minister is entitled, at the request of the Licensee, to extend the
      License Period for additional six years, if, after he has examined the
      following:

                


        

        


        
          	
                   
      

                	
                  (A)

                	
                  The
      Licensee has complied with the provisions of the Law, the Ordinance, the
      regulations thereunder and the provisions of the
  License;

                


        

        
          	
                   
      

                	
                  (B)

                	
                  The
      Licensee has continually acted to improve the scope, availability and
      quality of the cellular Services and to update the technology of the
      cellular System and its activities did not include an act or omission that
      would impair or restrict competition in the cellular
    sector;

                


        

        
          	
                   
      

                	
                  (C)

                	
                  The
      Licensee is capable of continuing to provide cellular Services at a high
      level and that it is able to make the investments required for the
      technological updating of the cellular System and for improving the scope,
      availability and quality of the cellular
  Services.

                


        

        


        
          	
                  10.2

                	
                  The
      Licensee must submit its request for an extension of the License Period
      during the forty-five days prior to the period of eighteen months
      preceding the end of the License
Period.

                


        

        


        
          	
                  10.3

                	
                  The
      Licensee must attach the following to its
  request:

                


        

        
          	
                   
      

                	
                  (A)

                	
                  A
      report summarizing the annual statements that the Licensee has submitted
      pursuant to this License between the date of commencement of the License
      and the date of submission of its
request;

                


        

        
          	
                   
      

                	
                  (B)

                	
                  Comparison
      of the data in the report for each year with the data for the preceding
      year and explanations of unusual changes in the
  data;

                


        

        
          	
                   
      

                	
                  (C)

                	
                  Review
      of the means, actions and investments taken or made by the Licensee to
      improve the quality, scope and availability of the Cellular Services and
      to develop and update the Cellular System
  technology.

                


        

         

                                                            

        A15
Amendment No. 15

        A16
Amendment No. 16

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

          
             

            
              	
                      10.4

                    	
                      The
      summary report pursuant to Clause 10.3 must contain up-to-date and precise
      details and be prepared in the form of an
  affidavit.

                    


            

             

          

        

        
          	
                  10.5

                	
                  For
      the purpose of examining the Licensee’s request to extend the License
      Period, the Minister is entitled to require the Licensee to furnish,
      during the period and in the manner that he will determine, any
      information or document and, without derogating from the generality of
      that stated, the Minister is entitled
-

                


        

        
          	
                   
      

                	
                  (A)

                	
                  To
      require the Licensee to attach any document to the summary report for the
      purpose of verifying the details therein, to complete the report or to
      furnish any additional detail that is not included
  therein;

                


        

        
          	
                   
      

                	
                  (B)

                	
                  To
      summon the Licensee to appear before him to respond to questions or to
      present documents that are in its possession or under its control,
      relating to the data in the report;

                


        

        
          	
                   
      

                	
                  (C)

                	
                  To
      require the Licensee to submit to him an Engineering Plan outlining its
      plans for the technological update of the Cellular System during the
      Additional Period;

                


        

        


        
          	
                  10.6

                	
                  The
      Licensee must fulfill every requirement or summons as stated in Clause
      10.5; if the Licensee is required to appear before the Minister, the
      chairman of the board of directors of the company holding the License or
      the CEO of the company or anyone authorized to do so in writing, will
      appear;

                


        

        


        
          	
                  10.7

                	
                  If
      the Licensee fails at least twice to respond to the request or summons as
      stated in Clause 10.5, the Minister is entitled to reject its request to
      extend the validity of the License.

                


        

        


        
          	
                  10.8

                	
                  The
      Minister will inform the Licensee of his decision regarding the request
      for extending the validity of the License no later than a year before the
      end of the License Period.

                


        

        


        
          	
                  10.9

                	
                  The
      Additional Period will be subject to the terms of this License, including
      any change therein.

                


        

        


        
          	
                  10.10

                	
                  The
      provisions of Clause 100 regarding confidentiality will apply, mutatis mutandis, to
      data furnished by the Licensee to the Minister or anyone acting on his
      behalf, pursuant to the provisions of Clause
10.

                


        

        


         

        
          	
                  11. 

                	
                  Renewal of the
      License

                


        

        


        
          	
                  11.1

                	
                  At
      the end of the License Period or the Additional Period, the Minister is
      entitled, at the request of the Licensee, to renew the License for one or
      more Additional Periods of six years, as will be
    determined.

                


        

        


        
          	
                  11.2

                	
                  The
      Licensee will submit its request for the renewal of the License during the
      forty-five days prior to the eighteen months preceding of the end of the
      License Period or the Additional
Period.

                


        

        


        
          	
                  11.3

                	
                  The
      Minister will inform the Licensee in writing, within 30 days of the date
      of receiving its request for renewal of the License, whether he intends to
      take the measures and institute the proceedings required to renew the
      License, or a tender will be conducted for the services under this
      License.

                


        

        


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  12. 

                	
                  Termination of the
      License Period

                


        

        


        
          	
                  12.1

                	
                  If
      the License Period pursuant to Clause 9.5A16
      or the Additional Period pursuant to Clause 10.1 or the License Period
      after its renewal pursuant to Clause 11.1 ends and the License is not
      extended or not renewed, the Minister is entitled to instruct the Licensee
      to continue to operate the  Cellular System for a period to be
      determined (hereinafter – the Period
      for Terminating the Service) until a license is duly granted to another
      for the provision of services pursuant to this License (hereinafter –
      Alternate Licensee), and the procedures for transferring the system
      thereunder are completed, or until a license is duly granted to another
      for alternate services. In any case, the Period for Terminating the
      Service will not exceed two years from the date on which the License
      expires.

                


        

        


        
          	
                  12.2

                	
                  During
      the Period for Terminating the Service and no later than ten months from
      the date on which a license is granted to an Alternate Licensee, the
      Licensee and the Alternate Licensee will negotiate for the purpose of
      purchasing the Cellular system at its economic value and assigning the
      rights and obligations of Subscribers to the Alternate Licensee; if said
      Licensees do not reach an agreement within said ten months, the price will
      be determined by an arbitrator, whose decision will be final, to be
      appointed by the Chairman of the Institute of Certified Public
      Accountants.

                


        

        


         

        


        


        


        


        


        


        


        


        


                                                            

        A16
Amendment No. 16

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

      

      
        
 

        PART
B – CHANGE IN CONDITIONS AND CANCELLATION OF THE LICENSE

        


         

        
          	
                  13. 

                	
                  Change in the License
      conditions

                


        

        


        
          	
                  13.1

                	
                  The
      Minister is entitled to change, add to or subtract from the License
      conditions if he is convinced that one of the following
      exists:

                


        

        


        
          	
                   
      

                	
                  (A)

                	
                  A
      change has occurred in the extent of the License applicant’s suitability
      to perform the actions and services that are the subject of the
      License;

                


        

        
          	
                   
      

                	
                  (B)

                	
                  Subject
      to that stated in Clause 8, a change is required in the License to ensure
      competition in the telecommunications
area;

                


        

        
          	
                   
      

                	
                  (C)

                	
                  A
      change is required in the License to ensure the level of services provided
      thereunder;

                


        

        
          	
                   
      

                	
                  (D)

                	
                  Changes
      that have occurred in telecommunications technology require a change in
      the license;

                


        

        


        
          	
                  13.2

                	
                  The
      Minister is entitled to change, increase or reduce the rates for services,
      if he is convinced that a change has occurred in one or more of the
      components of the costs, which represent a basis for calculating the
      rates.

                


        

        


        
          	
                  13.3

                	
                  The
      Minister will act pursuant to his authority as stated in Clauses 13.1 and
      13.2 after the Licensee has been given a reasonable opportunity to voice
      its claims.

                


        

        
 

        
          	
                  14. 

                	
                  Cancellation of the
      License

                


        

        


        
          	
                  14.1

                	
                  The
      Minister is entitled to cancel the License before the end of its period,
      if one or more of the causes set forth in Section 6 to the Law exist, or
      in one of the following cases:

                


        

        


        
          	
                   
      

                	
                  (A)

                	
                  The
      Licensee did not disclose to the tenders committee information that must
      be disclosed or it furnished inaccurate
  information;

                


        

        
          	
                	
                  (B)A2

                	
                  If
      the Licensee refuses to furnish the Minister or anyone acting on his
      behalf with information in its possession that must be disclosed and which
      it was obligated to disclose by virtue of the provisions of this license
      or pursuant to law, or the Licensee furnished the Minister or someone
      acting on his behalf with false
information;

                


        

        
          	
                   
      

                	
                  (C)

                	
                  The
      Licensee did not comply with the provision of the Law, the Ordinance or
      the regulations thereunder;

                


        

        
          	
                   
      

                	
                  (D)

                	
                  The
      Licensee committed a material breach of the License conditions and,
      without derogating from the generality of that stated, including the
      following:

                


        

        
          	
                   
      

                	
                  (1)

                	
                  The
      Licensee is demanding for its services payments that are higher than the
      maximum rates prescribed in this License or pursuant thereto, or pursuant
      to any law;

                


        

        
          	
                   
      

                	
                  (2)

                	
                  The
      Licensee is not complying with the coverage or quality requirements
      prescribed in this license;

                


        

        
          	
                   
      

                	
                  (3)

                	
                  The
      Licensee did not comply with the provisions of this license with regard to
      the operation of digital technology in the  cellular
      System;

                


        

        
          	
                   
      

                	
                  (E)

                	
                  The
      Licensee did not commence provision of the services pursuant to that set
      forth in the License or unlawfully discontinued, restricted or delayed one
      of the services;

                


        

        


                                                            

        A2
Amendment No. 2

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                	
                  (F) 

                	
                  One
      or more of the qualities that rendered the Licensee suitable to
      participate in the tender for cellular services, or to be a Licensee, has
      ceased to exist, including:

                


        

        
          	
                   
      

                	
                  (1)

                	
                  The
      Licensee has ceased to be a company registered in
  Israel;

                


        

        
          	
                   
      

                	
                  (2)

                	
                  Residents
      and citizens of Israel no longer hold, directly or indirectly, at least
      20% of all of the Means of Control in the Franchisee; in this clause –
      “Citizen of Israel” – as defined in the Citizenship Law, 5712 – 1952;
      “Resident” – as defined in the Population Registry Law, 5735 –
      1965;

                


        

        
          	
                   
      

                	
                  (3)

                	
                  A
      majority of the directors in the Licensee company are not citizens and
      residents of Israel;

                


        

        
          	
                   
      

                	
                  (4)

                	
                  The
      manager or a director of the Licensee company was convicted of an infamous
      crime and continues to serve in his
position;

                


        

        
          	
                   
      

                	
                  (5)

                	
                  The
      joint equity, including surpluses, of all of the shareholders in the
      Licensee company, together with the equity of the Licensee, has declined
      to under US $200 million; in this matter, a shareholder holding less than
      10% of the right to the company's earnings will not be taken into
      account.

                


        

        
          	
                   
      

                	
                  (6)

                	
                  Before
      5 years have elapsed from the date of granting the License, the share of
      the cellular operator has fallen to less than 25% of the voting rights in
      the general meeting or of the right to appoint a director or CEO in the
      Licensee company;

                


        

        
          	
                   
      

                	
                  (7)

                	
                  Subject
      to that stated in paragraph (8), the Licensee, or an officer in the
      Licensee company or anyone who holds more than 5% of the Means of Control
      in the Licensee company, holds, directly or indirectly, more than one per
      cent (5%) of the Means of Control in BezeqA2,
      Another cellular Operator, or one of them acts as an Officer in a
      competing corporation.

                


        

        
          	
                   
      

                	
                  (8)

                	
                  If
      one of the following occurs in an Interested Party in the Licensee
      company, which is a mutual fund, insurance company, investment company or
      pension fund;

                


        

        
          	
                   
      

                	
                  -

                	
                  it
      holds, directly or indirectly, more than 5% of any Means of Control in a
      competing corporation, without receiving a permit therefor from the
      Minister;

                


        

        


        
          	
                   
      

                	
                  -

                	
                  it
      holds, directly or indirectly, more than 5% of any Means of Control in a
      competing company pursuant to a permit from the Minister and,
      additionally, it is a controlling shareholder and exercises actual Control
      in a competing corporation or it has a representative or appointee on its
      behalf among the Officers in the competing corporation, unless it is
      required to do so under law;

                


        

        


        
          	
                   
      

                	
                  -

                	
                  it
      holds, directly or indirectly, more than 10% of any Means of Control in a
      competing corporation, even though it has received permission to hold up
      to 10% of said Means of Control;

                


        

        
          	
                   
      

                	
                  (G)

                	
                  Void
      A2

                


        

        


        
          	
                   
      

                	
                  (H)

                	
                  If
      an act or omission in the Licensee’s operations impaired or restricted
      competition in the cellular sector;

                


        

        


                                                           

        A2
Amendment No. 2

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                   
      

                	
                  (I)

                	
                  A
      receiver or temporary liquidator was appointed to the Licensee company and
      an order was given for its liquidation or it decided on voluntary
      liquidation;

                


        

         

        
          	
                   
      

                	
                  (J)

                	
                  Void
      A2)

                


        

         

        
          	
                	
                  (K) 

                	
                  The
      Licensee requested cancellation of the
License;

                


        

        


        
          	
                  14.1.1A2

                	
                  For
      the purposes of sub-clause 14.1(E
      A2), the restriction of service for technological reasons, effected
      after the Director was provided with prior written notification of the
      reasons and approved by the Director,  will not be considered
      deemed an improper unlawful cessation, restriction or delay of
      service.

                


        

         

        
          	
                  14.2

                	
                  If
      the Minister is convinced that, in the circumstances, the cause of
      invalidity does not necessitate cancellation of the License, the Minister
      will grant the Licensee a fair opportunity to rectify the act or omission
      constituting a cause for
cancellation.

                


        

         

        
          	
                  14.3

                	
                  The
      Minister will notify the Licensee in advance of his intention to cancel
      the license, will state in the notice the cause in question, and will
      allow the Licensee to voice its claims relating to the cause for
      cancellation, either in writing or orally, according to the circumstances,
      within the period set forth in the
notice.

                


        

         

        
          	
                  14.4

                	
                  The
      Minister is entitled to summon the Licensee to appear before him and may
      demand that it respond to questions, present documents or furnish him with
      whatever information and documents are required for the purposes of
      clarifying the cause for
cancellation.

                


        

         

        
          	
                  14.5

                	
                  If
      the Licensee is required or summoned as stated, it must respond to the
      requirement or summons on the date set forth
  therein.

                


        

         

        
          	
                  14.6

                	
                  If
      the Licensee fails to respond, at least twice, to the Minister's demand or
      summons within the period stipulated by the Minister in his demand or
      summons, the Minister is entitled to cancel the License in a notice that
      will be sent to the Licensee (hereinafter –
      Cancellation Notice).

                


        

         

        
          	
                  14.7

                	
                  In
      the Cancellation Notice, the Minister will determine the date on which the
      cancellation of the License will take effect and he is entitled to
      instruct the Licensee to continue the provision of services pursuant to
      this License until a license is granted to another or until the
      appointment of a trustee or until a receiver is duly appointed for the
      purpose of managing and operating the cellular System – as
      applicable.

                


        

         

        
          	
                  14.8

                	
                  The
      Licensee will continue to provide services until the end of the period
      stipulated by the Minister in his notice and will comply with the
      provisions of this License and any instruction given by the Minister in
      this matter.

                


        

         

         

        
          	
                  15. 

                	
                  Other
      remedies

                


        

        


        In
addition to his authority to cancel the License as stated in Clause 14, the
Minister is entitled, if the causes outlined in Clause 14.1 occur, to restrict
or suspend the License or to change its conditions or to foreclose on the
guarantee given by the Licensee to secure fulfillment of the conditions of the
License, in whole or in part; the procedures set forth for cancellation of the
License will apply,
mutatis mutandis, to
the restriction or suspension of the License or forfeiture of the
guarantee.

         

        
                                                              

          A2
Amendment No. 2

          A2 Section
3 in the original version of Amendment No. 2 contained a typographical error, in
which 14.1(D) was written instead of 14.1(E).

           

        

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

        
          
            Combined
Version, as at November 5, 2008

             

             

          

        

        CHAPTER C: OWNERSHIP, ASSETS
AND MEANS OF CONTROL

        


        PART
A – RESTRICTIONS ON TRANSFER OF THE LICENSE AND ITS ASSETS

        


         

        
          	
                  16. 

                	
                  Prohibition on
      transfer of the license

                


        

        


        The
license, in whole or in part, may not be transferred, encumbered or attached
without the prior consent of the Minister.

         

        
          	
                  17. 

                	
                  Ownership of the
      Cellular System

                


        

        


        
          	
                  17.1 

                	
                  The
      Licensee will be the owner of the Cellular
  System.

                


        

        


        
          	
                  17.2

                	
                  Notwithstanding
      that stated in Clause 17.1, the Director is entitled to permit the
      Licensee to utilize the cable or wireless transmission arteries of another
      for the purpose of connecting cellular radio centers, connecting a
      cellular radio center to a Cellular Coordinator of the Licensee or of
      another Licensee, connecting Cellular Coordinators of the Licensee,
      connecting a Cellular Coordinator of the licensee to a Cellular
      Coordinator of Another Cellular Operator
      A16, or connecting a Cellular Coordinator to a Public
      Telecommunications Network or to an International Telecommunications
      Network.

                


        

         

        
          	
                  18. 

                	
                  Restrictions on
      transfer of the License
assets

                


        

        


        
          	
                  18.1

                	
                  The
      Licensee may not sell, lease or pledge any of the assets used in
      performance of the License (hereinafter – the License Assets) with the
      Minister's prior consent and in accordance with the conditions determined
      by him.

                


        

        


        
          	
                  18.2

                	
                  Without
      derogating from the generality of that stated in Clauses 16 and 18.1, the
      Minister will give his consent for the granting of rights in the License
      Assets to a third party, if he is convinced to his satisfaction that the
      Licensee has promised that, in any event, the exercise of the rights by a
      third party will not cause any impairment in the provision of the services
      pursuant to this License, as long as the Licensee is obligated to provide
      these services pursuant to the provisions of this
  License.

                


        

        


        
          	
                  18.3
      A2

                	
                  Notwithstanding
      that stated in Clause 18.1, the Licensee is entitled to encumber one of
      the License Assets in favour of a bank duly operating in Israel, for the
      purpose of receiving bank credit, provided that it has furnished notice of
      the encumbrance that it intends to create, whereby the encumbrance
      agreement includes a clause ensuring that, in any event, the exercise of
      the rights by the banking corporation will not cause any impairment in the
      provision of the services pursuant to this license. For the purposes of
      this clause – “Banking Corporation” is as defined in the Banking Law
      (Licensing), 5741 – 1981, except for a “Foreign Corporation,” as defined
      in the same law.

                


        

        


        
          	
                  18.4
      A2

                	
                  The
      provisions of Clause 18.1 will not apply to the sale of equipment items
      during an upgrade, including the sale of equipment, as stated, on a
      “trade-in” basis.

                


        

        


                                                            

        A16
Amendment No. 16

        A2
Amendment No. 2

        


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  19. 

                	
                  Engagement with
      another

                


        

        


        
          	
                  19.1

                	
                  If
      the Licensee wishes to provide one of the services pursuant to this
      license, in whole or in part, through another on its behalf, it must apply
      to the Director for his approval therefor; the Licensee must attach the
      ContractA43)
      to its application. The provisions of this clause will not apply
      for the purposes of the engagement between the Licensee and a marketer of
      Cellular End-Equipment or anyone acting on behalf of the Licensee for the
      purpose of marketing its services. A2

                


        

        


        
          	
                  19.2

                	
                  The
      Director is entitled to approve or reject the application, or to condition
      his approval on terms that must be fulfilled, including amendment of the
      agreement; the Director will consider, inter alia, to what
      extent the terms of the engagement with the other guarantee compliance
      with the conditions of this License and the obligations of the Licensee
      hereunder. The Director will not approve an engagement with another that
      contradicts the obligations of the Licensee pursuant to this
      License.

                


        

        


        
          	
                  19.3

                	
                  Nothing
      in the engagement with another will derogate from the obligations and of
      the Licensee and its responsibility for performing any of the services
      pursuant to this License, in whole or in part, pursuant to the provisions
      of this License, nor will it serve to derogate from the powers of the
      Minister, the Director or anyone acting on their
  behalf.

                


        

         

        


        


        


                                                            

        A2
Amendment No. 2

        


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        Part
B: Means of Control – Changes and Limitations

        


         

        
          	
                  20. 

                	
                  Particulars of
      Licensee

                


        

        


        
          	
                  20.1A43)

                	
                  Details
      regarding the Licensee's legal entity, incorporation, holders of the
      controlling interest, holders of a material influence, interested parties
      and officers, are attached as Addendum A to the license. The Licensee must
      submit to the Director, every year at the beginning of January, an updated
      Addendum A.

                


        

        


        
          	
                  20.2  

                	
                  The
      Licensee will report to the Director in writing regarding any change in
      the information contained in Addendum A, including any transfer and
      acquisition of control or of 5% of the means of control in the Licensee
      company or change in the appointment of a director or general manager,
      within 14 days of the date of
change.

                


        

        


         

        
          	
                  21. 

                	
                  Transfer of Means of
      Control

                


        

        


        
          	
                  21.1  

                	
                  There
      will be no transfer, directly or indirectly, of ten percent or more of any
      means of control in the Licensee, whether all at once or in parts, unless
      this received the Minister's prior
consent.

                


        

        


        
          	
                  21.2

                	
                  There
      will be no kind of transfer of any means of control in the Licensee, or a
      part of said means of control, so that as a result of the transfer,
      control in the Licensee is transferred from one person to another, unless
      this was given the Minister's prior
consent.

                


        

        


        
          	
                  21.3

                	
                  There
      will be no acquisition of control, directly or indirectly, in the
      Licensee, and there will be no acquisition, directly or indirectly, by a
      person himself or together with his relative or with another person, who
      operate with him regularly of 10% or more of any means of control in the
      Licensee, whether all at once or in parts, without the prior consent of
      the Minister.

                


        

        


        
          	
                  21.4

                	
                  Subject
      to the foregoing in this section, there will be no transfer, directly or
      indirectly, of means of control, so that the share of a cellular system
      operator in the Licensee drops below 25% of the voting rights in the
      general meeting and of the right to appoint a director or general manager,
      except after 5 years have elapsed since the date of the granting of the
      license. If 5 years have elapsed since the date of the granting of the
      license, the cellular system operator's share can go below 25% to the
      point of selling all the means of control in its possession to another,
      all subject to the Minister's approval for the very reduction of the
      cellular system operator's share in the means of control in the Licensee
      and also regarding the purchaser.

                


        

         

        
          	
                  21.5

                	
                  Notwithstanding
      that stated in sections 21.1 and 21.3, if traded means of control in the
      Licensee, not entailing the transfer of control in the Licensee, have been
      transferred or acquired at a rate requiring approval under sections 21.1
      or 21.3, without the Minister’s approval having been requested, the
      Licensee shall report this to the Minister, in writing, and shall submit
      to the Minister an application for approval of the transfer or the
      acquisition, all within 21 days from when the Licensee learned of this
      fact, provided the Minister gave his prior written approval to the holding
      per se of the issue or the sale of the securities to the public. In this
      regard, “traded means of
      control” – means of control, including deposit certificates, Global
      or American Depository Shares (GDRs or ADRs), or similar certificates, in
      respect of securities listed on the stock exchange in Israel
      and/or

                


        

        


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            abroad,
in a non-hostile country, or means of control offered to the public pursuant to
a prospectus and held by the public, in Israel and/or abroad, in a non-hostile
country.

          

           

        

        
          	
                  21.6

                	
                  Entry
      into an underwriting agreement in connection with an issue or sale of
      securities to the public, and listing on a stock exchange in Israel or
      abroad, in a non-hostile country, or the deposit of securities, including
      deposit certificates, Global or American Depository Shares (GDRs or ADRs),
      or similar certificates, in respect of securities, or the registration
      thereof with a nominee company and/or agent, shall not in themselves be
      deemed as the transfer of means of control in the
  Licensee.

                


        

        


        
          	
                  21.7

                	
                  (A)

                	
                  Irregular
      holdings shall be registered in the members register (shareholders
      register) at the Licensee, noting the fact of their irregularity,
      immediately when the Licensee learns of this fact, and a notice concerning
      the registration shall be delivered by the Licensee to the owner of the
      irregular holdings and to the Minister. In this regard, “irregular holdings” –
      the holding of traded means of control without the Minister’s agreement as
      required under section 21 or in contravention of the provisions of section
      23, and the entire holdings of a holder of traded means of control who
      acted contrary to the provisions of section 24; the aforesaid for as long
      as the Minister’s agreement is required and was not given under section 21
      of the license or circumstances exist involving the contravention of the
      provisions of sections 23 or 24 of the
license.

                


        

        


        
          	
                   
      

                	
                  (B)

                	
                  Irregular
      holdings registered as stated in section 21.7(A), shall not confer any
      rights on the holder, and shall be “dormant shares” as defined in section
      308 of the Companies Law, 1999, except for purposes of receiving a
      dividend or other distribution to the shareholders (including the right to
      participate in an issue of rights which are calculated on the basis of
      holdings in means of control in the Licensee, except that holdings added
      as stated shall also be deemed as irregular holdings), therefore no act or
      contention of exercise of a right by virtue of irregular holdings shall be
      valid, except for purposes of receiving a dividend or other distribution
      as stated.

                


        

        


        
          	
                   
      

                	
                  (C)

                	
                  Irregular
      holdings shall not confer voting rights in the general meeting. A
      shareholder participating in a vote in the shareholders meeting shall
      notify the Licensee prior to the vote, or where the vote is by means of a
      voting instrument – on the voting instrument, whether or not its holdings
      in the Licensee or its vote require approval under sections 21 or 23 of
      the License. If the shareholders did not give a notice as stated, it shall
      not vote and its vote shall not be
counted.

                


        

        


        
          	
                   
      

                	
                  (D)

                	
                  A
      director may not be appointed to the Licensee, elected or dismissed by
      virtue of irregular holdings. If a director was appointed, elected or
      dismissed as stated, such appointment, election or dismissal, as the case
      may be, shall not be valid.

                


        

        


        
          	
                   
      

                	
                  (E)

                	
                  The
      provisions of sections 21.7 and 21.9 shall be included in the articles of
      the Licensee, mutatis mutandis.

                


        

        


        
          	
                  21.8

                	
                  For
      as long as the Licensee’s articles prescribe as stated in section 21.7 and
      the Licensee acts in accordance with that stated in sections 21.5 and
      21.7, for as long as the holdings of founding shareholders or their
      substitutes are not reduced to less than 50% of each of the means of
      control in the Licensee, and for as long as the Licensee’s articles
      prescribe that a majority of the voting power in the shareholders general
      meeting may appoint all the

                


        

        


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            directors
in the Licensee, excluding outside directors in accordance with any relevant
statutory requirement or stock exchange directive, irregular holdings shall not
in themselves be cause for the cancellation of the license.

          

           

        

        
          	
                   
      

                	
                  For
      purposes of this section, “founding shareholders or their
      substitutes” – Discount Investment Corporation Ltd., DEC
      Communications and Technology Ltd. and PEC Israel Economic Corporation, or
      any other body to which any of those enumerated above transferred, with
      the Minister’s approval, means of control, provided the Minister confirmed
      in writing that the transferee body shall be deemed in this regard as the
      substitute of the founding shareholder beginning from the date to be
      determined by the Minister, and including anyone who is an “Israeli
      entity” as defined in clause 22.2A, who acquired a means of control from
      the Licensee and received the Minister’s approval for being deemed a
      founding shareholder of its substitute starting from the date that was
      determined by the Minister. The grant of approval under this section shall
      not exempt the Licensee from the duty of receiving the Minister’s approval
      for every transfer of means of control in the Licensee that requires
      approval under any other section of the
license.

                


        

         

        
          	
                  21.9

                	
                  The
      provisions of sections 21.5 and 21.8 shall not apply to founding
      shareholders or their substitutes.

                


        

        


         

        
          	
                  22. 

                	
                  Encumbrance of Means
      of Control

                


        

         

        
          	
                   
      

                	
                  A
      shareholder of the Licensee company or a shareholder of an interested
      party therein may not encumber his shares in such manner so that exercise
      of the encumbrance results in a change in ownership of 10% or more of any
      means of control in the Licensee, unless the encumbrance agreement
      contains a limitation by which the encumbrance may not be exercised
      without the prior consent of the
Minister.

                


        

        


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  22A. 

                	
                  Israeli Nationality
      and Holdings of Founding Shareholders or Their
      Substitutes

                


        

        


        
          	
                  22A.1

                	
                  The
      total holdings of “founding shareholders or their substitutes” as defined
      in section 21.8 (including anyone being an “Israeli entity” as defined in
      section 22.2A below, who acquired means of control from the Licensee and
      received the Minister’s approval for being deemed a founding shareholder
      or a substitute thereof as from the date determined by the Minister), who
      are mutually bound by an agreement for the fulfillment of the provisions
      of section 22A of the license (in this section, all of the above will be
      deemed: “founding shareholders or their substitutes”), cumulatively, may
      not be less than 26% of each of the means of control in the
      Licensee.

                


        

        


        
          	
                  22A.2

                	
                  The
      cumulative holdings of “Israeli entities,” one or more, included among
      founding shareholders or their substitutes, out of the total holdings of
      founding shareholders or their substitutes as stated in section 22A.1
      above, may not be at any time less than 20% of the total issued capital
      and of the means of control in the Licensee. For this purpose, the
      Licensee’s issued share capital will be calculated less the number of
      “dormant shares” held by the
Licensee.

                


        

        


        
          	
                   
      

                	
                  In
      this section –

                


        

        


        
          	
                   
      

                	
                  “Israeli entity” – With
      respect to an individual – anyone who is a citizen and resident of Israel;
      with respect to a corporation – the corporation was incorporated in
      Israel, and an individual who is a citizen and resident of Israel controls
      it, directly or indirectly, provided indirect control is solely through a
      corporation incorporated in Israel, one or more. However, for purposes of
      indirect holding, the Prime Minister and the Minister of Communications
      may approve holding through a corporation that was not incorporated in
      Israel, provided such corporation does not hold shares in the Licensee
      directly, where they are satisfied that this will not be detrimental to
      the purposes of this section. In this regard, “Israeli citizen” – as
      defined in the Citizenship Law 1952; “resident” – as defined
      in the Population Registry Law 1965; “dormant share” – as
      defined in section 308 of the Companies Law
  1999.

                


        

        


        
          	
                  22A.3

                	
                  At
      least twenty percent (20%) of the Licensee’s directors will be appointed
      by Israeli entities as stated in clause 22A.2. Notwithstanding the above,
      in this regard, if the Licensee’s board of directors numbers up to 14
      members – at least two directors will be appointed by Israeli entities as
      stated in clause 22A.2 above, if the Licensee’s board of directors numbers
      from 15 to 24 directors – at least three directors will be appointed by
      Israeli entities as stated in clause 22A.2 above, and so
      forth.

                


        

        


        
          	
                  22A.4

                	
                  The
      Licensee’s board of directors will appoint from among its members having a
      security classification and security clearance as will be determined by
      the General Security Service (hereinafter – “classified directors”),
      a committee called the “Committee for Security
  Matters.”

                


        

        


        
          	
                   
      

                	
                  At
      least four directors will serve on the Committee for Security Matters,
      among them at least one outside director. Matters pertaining to security
      will be considered, subject to that stated in clause 22A.5 below, solely
      in the framework of the Committee for Security
  Matters.

                


        

        


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                   
      

                	
                  A
      resolution that was adopted or an action that was performed by the
      Committee for Security Matters, will be deemed the same as a resolution
      adopted or action performed by the Company’s board of directors, and it
      will be considered by the board of directly only if this is required under
      section 22A.5 below and subject to that stated in section 22A.5 below. In
      this clause, “security matters” – as defined in the Telecommunications
      Order (Designation of an Essential Service Provided by Bezeq Israeli
      Telecommunications Company Ltd.)
1997.

                


        

        


        
          	
                  22A.5

                	
                  Security
      matters which the Licensee’s board of directors or Audit Committee are
      required to consider according to the cogent provisions in the Companies
      Law 1999 or according to cogent provisions of any other law applying to
      the Licensee, will be considered, insofar as necessary, by the board of
      directors or by the Audit Committee, with the participation of classified
      directors only. Non-classified directors may not participate in such
      meetings of the board of directors or the Audit Committee and may not
      receive information or inspect documents pertaining to the security
      matters considered in the meeting. The quorum in every such meeting will
      consist of classified directors
only.

                


        

        


        
          	
                   
      

                	
                  The
      Licensee will specify in its articles that an officer who by virtue of his
      position and by virtue of the provisions of the law or the articles should
      have received information or participated in meetings on security matters,
      and is prevented from doing so by reason of the provision of clause 22A.5,
      will be exempt from liability for breach of the duty of care towards the
      Licensee, if the duty of care was breached due to non-participation in a
      meeting or non-receipt of
information.

                


        

        


        
          	
                  22A.6

                	
                  The
      general meeting may not assume, delegate, transfer or exercise powers that
      are vested in another organ of the Company, in security
      matters.

                


        

        


        
          	
                  22A.7

                	
                  (A)

                	
                  The
      Minister will appoint an observer at meetings of the Company’s board of
      directors and committees, having a security classification and security
      clearance as will be determined by the General Security
      Service.

                


        

        


        
          	
                   
      

                	
                  (B)

                	
                  The
      observer will be a government employee qualifying as a director under
      Chapter C of the Government Companies Law
1975.

                


        

        


        
          	
                   
      

                	
                  (C)

                	
                  In
      addition, and without derogating from any duty imposed on him by law, the
      observer will owe the Licensee a duty of confidentiality, except as
      required for the fulfillment of his function as an observer. The observer
      may not serve as an observer or in any other position on behalf of any
      other entity engaging in the provision of communication services and
      competing directly with the Licensee, and he will avoid any conflict of
      interest between his function as an observer and the Licensee, except a
      conflict of interest stemming from his being a government employee filling
      the function of an observer at the Licensee. The observer will commit
      towards the Licensee not to serve as an observer or officer and not to
      hold any position or be employed, directly or indirectly, at any entity
      competing directly with the Licensee or being in a conflict of interest
      with it, except for a conflict of interest stemming, as stated, from his
      being a government employee filling the function of an observer at the
      Licensee, throughout his tenure as observer at the Licensee and during
      eighteen (18) after the end of such
tenure.

                


        

        
          	
                   
      

                	
                  In
      any case of differences of opinion as to the observer being in a conflict
      of interest, the Attorney General or someone on his behalf will decide in
      the matter.

                


        

        


        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                   
      

                	
                  (D)

                	
                  An
      invitation to meetings of the board of directors and its committees,
      including the Committee for Security Matters, will be delivered to the
      observer as well, who may participate as an observer at any meeting as
      stated.

                


        

        


        
          	
                   
      

                	
                  (E)

                	
                  The
      observer’s right to receive information from the Licensee will be the same
      as a director’s right. If the Licensee is of the opinion that certain
      information in the nature of sensitive business information is not
      required by the observer for the fulfillment of his function, the Licensee
      may withhold delivery of such information to the observer, notifying him
      in this regard. If the observer is of the opinion that he should receive
      that information, the matter will be referred to the decision of the head
      of the General Security Services.

                


        

        


        
          	
                   
      

                	
                  (F)

                	
                  If
      the observer saw that the Licensee adopted or is about to adopt a
      resolution on security matters contrary to any provision of the license,
      contract to section 13 of the Law or contrary to section 11 of the General
      Security Services Law 2002, it will notify the Licensee without any delay,
      in writing, such notice to be delivered to the chairman of the board of
      directors and to the chairman of the Committee for Security Matters, and
      to set a proper time in the circumstances of the case for remedying the
      breach or modifying the resolution, should this be
    possible.

                


        

         

         

        Part
C: Cross-Ownership and Conflict of Interest

         

        
          	
                  23. 

                	
                  Prohibition on
      Cross-Ownership

                


        

        


        
          	
                  23.1

                	
                  The
      Licensee, an officer therein or whoever holds more than 5% of any means of
      control in the Licensee, will not hold, directly or indirectly, more than
      one percent (5%) of the means of control in Bezeq, A16)
      another cellular system operator. Regarding this matter, “holding” –
      includes the holding as an agent.

                


        

        


        
          	
                  23.2

                	
                  Notwithstanding
      that stated in Section 23.1, an interested party in the Licensee that is a
      mutual fund, insurance company, investment company or a pension fund, may
      hold up to 5% of the means of control in Bezeq, another cellular system
      operator A16), 
      provided all the following are
fulfilled:

                


        

        


        
          	
                	
                  (A)  

                	
                  It
      is not a controlling shareholder and does not exert, directly or
      indirectly, any control in Bezeq or A16)
      another cellular system operator;

                


        

        


        
          	
                	
                  (B)  

                	
                  It
      has no representative or person in charge on its behalf among Bezeq's or
      the other cellular system operator's officers, unless required to do so by
      law.

                


        

        


        
          	
                  23.3

                	
                  Pursuant
      to a written request, the Minister may allow an interested party in the
      Licensee, as stated in Section 23.2, to hold up to 10% of the means of
      control in Bezeq, A16)
      another cellular system operator, when the terms stated in Section 23.2(A)
      and (B) are fulfilled, if he saw, to his satisfaction, that such a holding
      will not harm competition.

                


        

        


         

        
          	
                  24. 

                	
                  Prohibition on a
      Conflict of Interest

                


        

         

        
          	
                   
      

                	
                  The
      Licensee, an officer therein or an interested party in the Licensee
      company will not be a party to any agreement, arrangement or understanding
      with Bezeq, A16)
      another

                


        

        


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

      

       

      
        


        
          cellular
system operator, meant or liable to reduce competition or harm it in all
pertaining to cellular system services, cellphone network end-equipment and
other services provided via the cellular system.

           

          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

          
General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008



        


        Chapter D: Setup and
Operation of Cellular system

        


        Part
A: Setting Up the System

         

        
          	
                  25. 

                	
                  Definition

                


        

         

        
          	
                   
      

                	
                  In
      this part –

                


        

        
          	
                   
      

                	
                  “Milestones”
      – Stages in the setup of the cellular system, according to the timetable
      detailed in the engineering plan – Addendum B to the
    license.

                


        

        


         

        
          	
                  26. 

                	
                  Setup according to
      Plans and Specifications

                


        

         

        
          	
                  26.1

                	
                  In
      all pertaining to the setup and operation of the cellular system (in this
      section – network), including the technical quality of its various
      components, as well as the network's structure and manner of setup, the
      Licensee will comply with the terms and provisions in the engineering
      plan.

                


        

        


        
          	
                  26.2  

                	
                  The
      Licensee will follow all the specifications of the Ministry of
      Communications and the network-related standards prescribed by
      standardization organizations in Israel and around the world, as well as
      other international organizations, in the telecommunications and wireless
      field as well as in any other field pertaining to the setup and operation
      of the network.

                


        

        


         

        
          	
                  27. 

                	
                  Execution Stages and
      Timetable

                


        

        


        
          	
                  27.1  

                	
                  The
      setup rate of the cellular system, the setup milestones, the commencement
      date for providing the service in the various regions in Israel, will be
      in accordance with the timetable set in the engineering plan – Addendum B
      to the license.

                


        

        


        
          	
                  27.2

                	
                  The
      Licensee may not deviate from the timetable unless authorized to do so by
      the Director, provided the Licensee applies in writing to the Director to
      receive his permission immediately after realizing that difficulties have
      arisen that prevent it from meeting the original
  timetable.

                


        

        


        
          	
                	
                  27.2.1  

                	
                  A
      delay in signing agreements with a third party or obtaining approval from
      the planning and construction authorities will be deemed a reasonable
      reason for obtaining the Director's permission for deviating from the
      timetable, only if the Director realizes to his satisfaction that the
      Licensee has done its reasonable utmost in the circumstances of the
      matter, to come to an agreement with a third party or to receive approval
      from the planning and construction
authorities.

                


        

        


        
          	
                  27.3

                	
                  The
      Director may approve the Licensee's request to deviate from the timetable,
      in whole or in part, and to stipulate conditions for its approval. The
      Director may also approve deviation regarding a specific milestone,
      provided the Licensee undertakes to catch up with the planned setup rate
      in the succeeding milestones.

                


        

        


        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  28.

                	
                  Modification of Plans
      during Setup

                


        

        


        
          	
                  28.1

                	
                  The
      Licensee may not deviate from the engineering plan unless it has been
      authorized to do so by the Director under the provisions of this section.
      However, the placement of a Cellular Radio  Center in a
      different site from that set in the engineering plan will not be deemed a
      deviation, if done within the search region. As regards this section, a
      “search region” denotes a territory defined in the engineering plan in
      which a Cellular Radio center is planned to be set up, at a specific site
      within the territory, and regarding which it has been stated in the
      engineering plan that it might be necessary to place the center in another
      site found in the territory.

                


        

        


        
          	
                  28.2

                	
                  If
      in the course of setting up the cellular system, the Licensee realizes
      that it has become necessary to deviate or depart from the engineering
      plan, the Licensee must apply in writing to the Director to obtain his
      approval for the plan. In its application, the Licensee must describe the
      essence and nature of the requested modification and the reasons therefor.
      The Licensee must attach the amended plan it proposes, to the
      application.

                


        

        


        
          	
                  28.3  

                	
                  The
      Director may reject or approve the request, in whole or in part, and may
      also stipulate conditions for its approval, insofar as these are needed
      for the rigorous assurance of the network's quality and performance level.
      The Director will make a decision in the matter of the request and notify
      the Licensee of his decision, all within a reasonable amount of
      time.

                


        

        


         

        
          	
                  29. 

                	
                  Utilization and
      Construction of
Infrastructures

                


        

        


        
          	
                  29.1  

                	
                  For
      the purpose of setting up and operating the cellular network, the Licensee
      may, subject to any law, set up, maintain and operate cable or wireless
      transmission arteries, provided such transmission arteries will be used
      solely for the following:

                


        

        


        
          	
                	
                  (A)  

                	
                  Connection
      between the Cellular Radio Centers forming part of the Licensee's cellular
      system;

                


        

        


        
          	
                	
                  (B)  

                	
                  Connection
      between the Licensee's Cellular Radio Centers and its cellular
      exchanges;

                


        

        


        
          	
                	
                  (C)  

                	
                  Connection
      between all the cellular exchanges;

                


        

        


        
          	
                	
                  (D)  

                	
                  Connection
      between the Licensee's cellular exchanges and a public telecommunications
      system, or another cellular operator's cellular networkA16),
      or other systems operating
lawfully.

                


        

        


        
          	
                  29.2

                	
                  For
      the purpose of the connection described in Section 29.1, the Licensee may
      use also the cable or wireless transmission arteries of Bezeq or of
      another licensee or concessionaire lawfully authorized to provide
      aforesaid infrastructure services.

                


        

        


        
          	
                  29.3

                	
                  To
      remove any doubt, it is hereby clarified that use of the transmission
      arteries to be set up by the Licensee is solely for operating the cellular
      system as stated in Section 29.1, unless the Minister permitted the
      Licensee in the license to make other use thereof, in accordance with the
      terms he laid down.

                


        

        


        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  30.A16)

                	
                  Obligation
      of Interconnection

                


        

        


        
          	
                  30.1

                	
                  The
      Licensee will act to effect interconnection of the network with every
      other public telecommunications network, operating in the territory
      subject to the law, jurisdiction and governance of the State of Israel
      (including settlements, military sites and military installations in
      Judah, Samaria and Gaza Strip), including with every public landline
      telecommunications network, international telecommunications network and
      cellular network of another cellular
operator.

                


        

        


        
          	
                  30.2

                	
                  The
      interconnection between the network and another licensee's public
      telecommunications network will be effected in such manner as to enable
      the following:

                


        

         

        
          	
                   
      

                	
                  (A)

                	
                  Relay
      of telecommunication messages between end-equipment connected to the
      network and end-equipment connected to the other public telecommunications
      network;

                


        

        


        
          	
                	
                  (B)  

                	
                  Proper,
      regular provision of services by the Licensee to the other licensee's
      subscribers, and the provision of services by the other licensee to the
      Licensee's subscribers.

                


        

        


        
          	
                  30.3

                	
                  Interconnection
      may be effected either directly or indirectly, via a public
      telecommunications network of another general license holder, provided it
      enables that stated in Section
30.2.

                


        

        


        
          	
                  30.4

                	
                  As
      regards the interconnection between the network and public landline
      telecommunications network, the Licensee will act to set up interface
      points between the two networks, for each type of service (infrastructure,
      data transmission and communication, telephony), with at least three
      transition switches, unless the Director has decided otherwise at the
      written request of the Licensee. Setup of the interface points will be
      done under an agreement between the Licensee and the domestic operator
      licensee. Such an agreement will include, inter alia, the technical,
      operational and business details of the connection, the number of
      connections and their location.

                


        

        


        
          	
                  30.5

                	
                  As
      regards the interconnection between the network and an international
      telecommunications network, the Licensee will act in compliance with the
      provisions of Addendum J to the
license.

                


        

         

        
          	
                  
                    30A.A16)

                  

                	
                  Rules
      Concerning the Implementation of
  Interconnection

                


        

        


        
          	
                   
      

                	
                  The
      Licensee will act to implement interconnection in accordance with all the
      following:

                


        

        


        
          	
                	
                  (A)

                	
                  The
      Licensee will verify that the network's technical and operational
      standards comply wit the requirements for linkup with the public
      telecommunications network of the domestic operators, the other cellphone
      operators, and the international operators (hereinafter – other operator), that
      the network's activities will mesh properly with the activities of the
      other operator's public telecommunications network, and that the
      interconnection will not adversely affect the proper functioning of these
      networks and the normal service to their
  subscribers;

                


        

        


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                	
                  (B)

                	
                  The
      Licensee will provide the interconnection service under equal conditions
      for every other operator and avoid any discrimination in actuating the
      interconnection, including with regard to the
  following:

                


        

        


        
          	
                	
                  (1)  

                	
                  Supply
      of infrastructure facilities and network linkup
  services;

                


        

        
          	
                	
                  (2)  

                	
                  Availability
      of linkup facilities;

                


        

        
          	
                	
                  (3)  

                	
                  Linkup
      method, quality and survival;

                


        

        
          	
                	
                  (4)  

                	
                  Alterations
      and adaptations in the switching in the facilities, in the protocols and
      at the network interface points;

                


        

        
          	
                  
                  

                	
                  (5)  

                	
                  Payments
      for interconnection;

                


        

        
          	
                	
                  (6)  

                	
                  Debiting
      and collection arrangements, and the transfer of information regarding
      subscribers;

                


        

        
          	
                	
                  (7)  

                	
                  Commercial
      terms for effecting
interconnection;

                


        

        
          	
                	
                  (8)  

                	
                  Submission
      of information regarding the network and alteration therein relating to
      interconnection;

                


        

        


        
          	
                	
                  (C)

                	
                  The
      Licensee will place at the disposal of the other operator any essential
      information the other operator needs for providing its services via the
      Licensee's facilities. Said information will be given subject to any law
      concerning the protection of privacy or commercial confidentiality. In the
      event the parties fail to reach an agreement regarding the nature and
      scope of the essential information, the Minister will decide in the
      matter;

                


        

        


        
          	
                	
                  (D)

                	
                  The
      Licensee will give the other operator information regarding alterations
      planned in its network, which may affect the interconnection with the
      other operator's public telecommunications' network, or the
      interconnection between the public telecommunications networks of the
      other operators. The Licensee will provide the aforesaid information in
      such manner as to enable the other operator to prepare reasonably for the
      implementation of said alterations;

                


        

        


        
          	
                	
                  (E)

                	
                  As
      regards Subsections (C) and (D), the Licensee may stipulate the provision
      of information to the other operator on signing a reasonable privacy
      protection agreement, intended to safeguard the Licensee's rights under
      any law, including trade secrets, intellectual property rights and the
      like, pertaining to information regarding modification of the network
      meant to be given to the other
operator;

                


        

        


        
          	
                	
                  (F)

                	
                  The
      terms in respect of interconnection between the network and the other
      operator's public telecommunications network will be formalized in an
      agreement between the Licensee and the other operator. If the parties fail
      to reach an agreement, the Minister will decide in the
    matter.

                


        

        


        
          
            	
                  	
                    (G)

                  	
                    (1)     The
      Licensee will allow its subscribers to receive all the services offered to
      them by another operator, The Licensee may also allow another operator's
      subscribers to receive services from the Licensee, provided that said
      receipt of services is possible under any
law.

                  


          

        

        
          	
                   
      

                	
                  (2)

                	
                  The
      Director may order the Licensee to allow the other operator's subscribers
      to receive services provided by the Licensee, provided that such receipt
      of services is possible technically and under any
  law.

                


        

        
          	
                   
      

                	
                  (3)

                	
                  Notwithstanding
      that stated in Subsection (1), the Director may, at the written request of
      the Licensee, exempt the Licensee from the obligation of allowing its
      subscribers the possibility of receiving services from another operator,
      for technical, economic reasons or for other justified
      reasons.

                


        

        


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                	
                  (H)

                	
                  The
      Licensee will forward to the Director a signed copy of every agreement
      between it and the other operator concerning
    interconnection;

                


        

        


        
          	
                	
                  (I)

                	
                  The
      Licensee will forward to the Director on demand, any information given to
      the other operator under Subsections (C) and (D), as well as a copy of
      every confidentiality agreement under Subsection
  (E);

                


        

        


        
          	
                	
                  (J)

                	
                  The
      Licensee will act in compliance with additional provisions the Minister
      will prescribe.

                


        

        


         

        
          	
                  
                    30B.A16)

                  

                	
                  Payment
      for Traffic Completion and
  Interconnection

                


        

        


        
          	
                   
      

                	
                  In
      the event the Minister did not determine payment for interconnection or
      payment deriving from interconnection, the Licensee may demand in respect
      thereof reasonable and non-discriminatory
  payment.

                


        

        


         

        
          	
                  
                    30C.A16)

                  

                	
                  Prohibition
      on Delaying Interconnection

                


        

        


        
          	
                   
      

                	
                  The
      Minister will give the Licensee a reasonable opportunity to voice his
      position in all pertaining to the Minister's intention to order it
      regarding the manner of effecting interconnection and its scope, regarding
      the actions, services and arrangements incidental to effecting
      interconnection, and regarding payments in respect of interconnection.
      Once the Minister has instructed the Licensee on said matters, the
      Licensee will not delay in any way interconnection with the network, and
      will fulfill its obligations in accordance with the Minister's provisions,
      properly and in good faith, on the date set therefor and with full
      cooperation.

                


        

        


         

        
          	
                  
                    30D.A16)

                  

                	
                  Providing
      the Possibility of
Utilization

                


        

        


        
          	
                  30.1D

                	
                  The
      Minister may order the Licensee to provide the possibility of utilizing
      its telecommunications facility, by virtue of his authority under Section
      5 of the Law.

                


        

        


        
          	
                  30.2D

                	
                  The
      Licensee will enable another licensee, by the Minister's order, to provide
      value added services via the Licensee's network. The Licensee will ensure
      reasonable and equal terms for any other licensee, in all pertaining to
      the provision of value added services by the latter to the Licensee's
      subscribers.

                


        

        


        
          	
                  30.3D

                	
                  As
      regards providing the possibility of utilization, the provisions of
      Sections 30A to 30C will apply, mutatis
      mutandis.

                


        

        


         

        
          	
                  
                    30E.A16)

                  

                	
                  Infrastructure
      Services for an Interested
Company

                


        

        


        
          	
                  30.1E

                	
                  The
      Licensee will not give preference, in providing infrastructure services,
      to a licensee that is an interested company over another licensee, whether
      in payment for the service, in service conditions, in service availability
      or in any other way.

                


        

        


        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  30.2E

                	
                  (A)

                	
                  Pursuant
      to a written request from the Licensee, the Director may permit the
      Licensee limitations on the provisions of Section 30.1E, in all pertaining
      to another licensee or a broadcasting licensee that is an interested
      company, provided the following conditions are
  fulfilled:

                


        

        
          	
                   
      

                	
                  (1)

                	
                  The
      other licensee or the concessionaire is not a material
      operator:

                


        

        
          	
                   
      

                	
                  (2)

                	
                  The
      Director is of the opinion that giving such permission does not materially
      harm competition in the field of
  telecommunications.

                


        

        


        
          	
                	
                  (B)  

                	
                  As
      regards the limitations stated in Subsection (A), these may allow the
      Licensee to offer an interested company the use of its telecommunications
      facilities under preferred conditions, and these may be limited in time or
      by another condition.

                


        

        


        
          	
                	
                  (C)  

                	
                  When
      considering a permit under this section, the Director will take into
      account the existence of a valid agreement, which was signed prior to
      Amendment No. 16 to this license, between the Licensee and the interested
      company, concerning, inter alia, the restriction of the permit in time or
      by other conditions.

                


        

        


        
          	
                  30.3E

                	
                  In
      this section – “interested company,”
      “subsidiary,” and
      “material
      operator” – as these terms are defined in the Telecommunications
      Regulations (Procedures and Conditions for Obtaining a General License for
      Providing Domestic Landline Telecommunications Services),
      2000.

                


        

        


         

        
          	
                  
                    30F.A16)

                  

                	
                  Numbering
      Program

                


        

        


        
          	
                  30.1F

                	
                  The
      Licensee will act in accordance with the numbering program, and in
      compliance with the Director's provisions regarding the activation and
      implementation of the numbering
program.

                


        

        


        
          	
                  30.2F

                	
                  The
      Director ordered the activation of number portability, so that every
      subscriber of another cellular system licensee will be able to switch over
      to and be a subscriber of the Licensee or receive services from the
      Licensee without any change in his telephone number, and vice versa – the
      Licensee will incorporate into its public telecommunications network
      devices enabling the application of this property, on the date and using
      the method laid down in the Director's
  provision.

                


        

        


        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  31. 

                	
                  Reports on the Setup
      Works

                


        

        


        
          	
                  31.1

                	
                  The
      Licensee will submit to the Director, throughout the cellular system setup
      period, quarterly reports describing the setup works carried out during
      the period of each report, according to the milestones and timetables in
      the engineering plan. As regards this section, “the setup period” denotes
      15 months from the date the license was granted or until the date of the
      completion of the network's setup in full deployment, according to the
      engineering plan, whichever the
earlier.

                


        

        


        
          	
                  31.2

                	
                  The
      reports will include a comparison of the plans' execution versus the plan
      for each report's period, as well as explanations for any deviation or
      alteration that occurred in the execution compared with the
      plan.

                


        

        


        
          	
                  31.3

                	
                  Each
      report will be submitted in triplicate in a format to be instructed by the
      Director, and will bear a date and be signed by the Licensee or whoever it
      empowered especially for this
purpose.

                


        

        


        
          	
                  31.4

                	
                  The
      Director may demand that the Licensee prepare special reports, and also
      that it draw up a new or supplement a report submitted to
    him.

                


        

         

         

        
          	
                  32. 

                	
                  Handover of
      Information and Documents

                


        

         

        
          	
                   
      

                	
                  The
      Licensee will furnish to the Director, on demand, any information or
      document regarding the execution of cellular system setup works, at the
      time, in the format, and in the manner instructed by the
      Director.

                


        

         

         

        
          	
                  33. 

                	
                  Supervision of Setup
      Works

                


        

        


        
          	
                  33.1

                	
                  The
      Director may supervise, by himself or through a designee, the Licensee's
      actions connected with the execution of the setup works. To this end, the
      Director may enter at any reasonable time, the Licensee's work sites,
      cellular system facilities and offices, for the purpose of making
      measurements, performing inspections and perusing any plan or document
      pertaining to the execution of the setup
works.

                


        

        


        
          	
                  33.2

                	
                  The
      Licensee will cooperate with the Director in all pertaining to the
      supervision of the setup works, and without derogating from the generality
      of the foregoing, will enable him to enter the work site and its
      facilities, enable the perusal of any document, plan and specification,
      and provide him with any information he
  requests.

                


        

         

         

        
          	
                  34. 

                	
                  Correction of
      Deficiencies and Defects

                


        

        


        
          	
                  34.1

                	
                  The
      Director may notify the Licensee in writing about deficiencies, defects
      and deviations he found in the cellular system setup operations, based on
      reports submitted by the Licensee, documents and information it furnished
      him, or based on measurements and inspections he
  made.

                


        

        


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  34.2  

                	
                  In
      the event the Licensee receives a notice as stated in Section 34.1, it
      will notify the Director, within fourteen days of the date of receiving
      the notice, regarding its response to that stated therein and the measures
      it took or plans to take, in order to correct the deficiencies, defects or
      deviations.

                


        

         

         

        
          	
                  35. 

                	
                  Safety Precautions and
      Prevention of Hazards

                


        

        


        
          	
                  35.1

                	
                  The
      Licensee will execute the setup works, taking adequate safety precautions
      to prevent personal accidents and property damage, will prevent the
      causation of nuisances and hazards to the public in the work areas, and if
      required to do excavations at the spot, will do everything to prevent
      damages to underground systems, including telecommunications networks, and
      to this end will make sure to obtain every permit required by any law,
      including an excavation works permit under Section 53B of the
      Law.

                


        

        


        
          	
                  35.2

                	
                  Upon
      completion of the setup works, the Licensee will make sure to clean up the
      work sites and restore them to their previous
  condition.

                


        

         

         

        
          	
                  36.

                	
                  Void.A2A2)

                


        

        


         

        
          	
                  37. 

                	
                  Intersections with
      Electricity and Telecommunications
Lines

                


        

        


        
          	
                   
      

                	
                  In
      a place where there are electricity lines or electricity facilities prior
      to the installation of the cellular system, the Licensee is subject to the
      obligations imposed under the Telecommunications and Electricity
      Regulations (Convergence and Intersection between Telecommunications Lines
      and Electricity Lines), 1986.

                


        

        


         

        
          	
                  38. 

                	
                  Discovery of
      Antiquities and Site
Preservation

                


        

        


        
          	
                  38.1

                	
                  Antiquities,
      as defined in the Antiquities Law, 1978, which are discovered at a setup
      work site, are state assets, and the Licensee will take the appropriate
      precautions to prevent damage
thereto.

                


        

        


        
          	
                  38.2

                	
                  The
      Licensee will notify the director of the antiquities authority regarding
      the discovery of an antiquity within 15 days of the date of the
      antiquity's discovery and will follow the instructions of the authority's
      director in all pertaining to the manner of handling the
      antiquity.

                


        

        


        
          	
                  38.3

                	
                  In
      the course of the setup works, the Licensee will avoid, inasmuch as
      possible, damaging sites of historical or national value, tourist sites
      and landscape.

                


        

        


        
          	
                  38.4

                	
                  The
      Licensee will avoid, insofar as possible, damaging buildings and trees
      found in the places where setup works are being carried
    out.

                


        

        
 

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  39. 

                	
                  Land-Related
      Powers

                


        

        


        
          	
                  39.1

                	
                  The
      Minister may, at the Licensee's request, grant it all or some of the
      powers prescribed in Chapter F of the Law, subject to that stated in
      Section 39.2.

                


        

        


        
          	
                  39.2

                	
                  The
      Licensee will specify in its request the sites at which it requires the
      aforesaid powers, the scope of the required powers and the reasons
      therefor, including the steps it took to find alternative sites, without
      having to use the power under Chapter F of the
  Law.

                


        

        


        
          	
                  39.3

                	
                  In
      the event the Minister is convinced of the need to grant the Licensee
      powers under Chapter F of the Law, the Minister will publish his decision
      in the Reshumot
      (Official Announcements and Advertisements
  Gazette).

                


        

        


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        Part
B: Equipment Checks and Installation Certifications

        
 

        
          	
                  40. 

                	
                  Compliance
      Check

                


        

         

        
          	
                   
      

                	
                  The
      Director may determine which items of equipment should not be installed in
      the Cellular System before undergoing a compliance check. “Compliance” as
      regards this section – as emerges from that stated in Section 41. If the
      Director has decided as aforesaid, the items will not be installed before
      undergoing a compliance check.

                


        

        


         

        
          	
                  41. 

                	
                  Responsibility for
      Compliance

                


        

         

        
          	
                   
      

                	
                  It
      is the responsibility of the Licensee to see to it that the equipment
      installed in the Cellular System is, at least, technically compliant with
      the properties detailed in the manufacturer's specifications relating to
      the specific item of equipment, and attached to the engineering
      plan.

                


        

        


         

        
          	
                  42. 

                	
                  Performance Testing
      Program and Its Approval

                


        

        


        
          	
                  42.1

                	
                  The
      Licensee will furnish the Director, no later than 30 days before giving
      notice of the completion of installation under Section 43, with an
      up-to-date, detailed testing program for carrying out the performance
      check, relating to that part of the Cellular System it wishes to operate
      (hereinafter – detailed testing
program).

                


        

        


        
          	
                  42.2

                	
                  The
      Licensee will present the detailed testing program to the Director. The
      Director may demand within 15 days of the aforesaid presentation that the
      Licensee make changes in the detailed testing program or complete it, if
      he deems it necessary for the full and accurate execution of the
      performance check, and the Licensee will carry out the checks according to
      the Director's request.

                


        

        


         

        
          	
                  43. 

                	
                  Notice of Setup
      Completion

                


        

         

        
          	
                   
      

                	
                  Once
      the Licensee has completed setting up a Switchboard or Cellular Radio
      Center in some region, so that it is possible to start providing cellular
      services through it, the Licensee will notify the Director in writing
      thereof, in the format it was instructed by the Director, along with the
      results of the detailed check indicating successful installation and
      operation.

                


        

        


         

        
          	
                  44. 

                	
                  Terms of Fitness and
      Operation

                


        

        


        
          	
                  44.1

                	
                  Prior
      to operating the network, the Licensee must meet the requirements and
      conditions detailed below:

                


        

        


        
          	
                	
                  (A)  

                	
                  Entering
      into an Agreement with an Equipment
Manufacturer

                


        

         

        The
Licensee must have agreements in force for the entire operation period planned,
with a Cellular System manufacturer, comprising the following:

         

        
          	
                   
      

                	
                  (1)

                	
                  Know-how
      agreement;

                


        

        
          	
                   
      

                	
                  (2)

                	
                  An
      agreement guaranteeing the supply of parts for the network's equipment for
      a period of at least 7 years;

                


        

        
          	
                   
      

                	
                  (3)

                	
                  An
      agreement guaranteeing the supply of technical literature and full
      documentation of the network's equipment, including
    updates.

                


        

        


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                	
                  (B)  

                	
                  Lab
      and Testing Equipment

                


        

         

        The
Licensee must operate a lab, or have a valid agreement with a competent
lab.  The lab should include professional testing equipment for
performing the checks and making the repairs on the Cellular System equipment,
including mobile testing equipment.

         

        
          	
                	
                  (C)

                	
                  Parts

                


        

         

        The
Licensee must maintain and run a spare parts warehouse for Cellular System
equipment according to the recommendations of the equipment
manufacturers.

        


        
          	
                   
      

                	
                  (D)

                	
                  Maintenance
      System

                


        

         

        
          The
Licensee must maintain, on its own or through another, an efficient maintenance
system, consisting of maintenance personnel, service vans and communication
means, ensuring the proper, ongoing operation of the network and enabling the
handling of any malfunction within the response time required under this
license, and also enabling, in any case of a serious problem with the Cellular
System causing radio interferences, large-scale disconnection of subscribers or
posing a safety risk, repair of the malfunction within 4
hours.

        

        


        
          	
                	
                  (E)  

                	
                  Communication
      Means

                


        

         

        Means of
communication, such as a walkie-talkie, telephone or cellphone, should be
installed in the operation exchanges and centers, as well as in the service and
maintenance centers.

        


        
          	
                  44.2

                	
                  The
      Licensee must present to the Director, seven days before setting the
      network in operation for the first time, certifications and documents
      regarding compliance with the requirements and conditions specified in
      Section 44.1.  In the event the Director fails to respond within
      five days of the date of delivery of said documents, the Licensee may
      operate the Cellular System and connect subscribers thereto. If the
      Director orders the Licensee, based on the documents' findings, to alter
      or fix the network, the Licensee must make the required alteration or
      correction and present a certification of execution to the Director, and
      if the Director fails to respond within 3 days, the Licensee may operate
      the system.

                


        

        


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

      

      
        
 

        Part
C: Use of Frequencies

        


         

        
          	
                  45.

                	
                  Allocation
      of FrequenciesA16)

                


        

        


        
          	
                  45.1

                	
                  The
      Licensee may operate the Cellular Radio centers of the Cellular System,
      using the frequency bands allocated for its exclusive use, as detailed
      below:

                


        

        


        
          	
                	
                  (A) A35) 

                	
                  835
      to 845 MHz and corresponding range 880 to 890
  MHz;

                


        

        


        
          	
                	
                  (A1)A35)

                	
                   1710
      to 1712 MHz and corresponding range 1805 to 1807
  MHz;

                


        

         

        
          	
                   
      

                	
                  That
      stated in this subsection in no way derogates from the Director's
      authority to allocate an alternative frequency band with identical
      bandwidth for the Licensee's use, instead of the frequency band specified
      in this subsection.

                


        

        


        
          	
                	
                  (B)  

                	
                  Starting
      from February 1, 2002 to January 1, 2004 the following bands will be
      allocated:

                


        

        1710 to
1715.4 MHz and corresponding range 1805 to 1810.4 MHz;

        1716.6 to
1721.2 MHz and corresponding range 1811.6 to 1816 MHz;

        1962 to
1967 MHz and corresponding range 2152 to 2157 MHz;

        


        
          	
                   
      

                	
                  (C)

                	
                  Starting
      from January 1, 2004 the following bands will be
  allocated:

                


        

        
          	
                   
      

                	
                  1720
      to 1730 MHz and corresponding range 1815 to 1825
  MHz;

                


        

        
          	
                   
      

                	
                  1960
      to 1970 MHz and corresponding range 2150 to 2160
  MHz;

                


        

        
          	
                   
      

                	
                  as
      well as the frequency range 1905 to 1910
MHz.

                


        

        


        
          	
                	
                  (C1) A2A26) 

                	
                  Starting
      from April 4, 2004 the following frequency bands will be
      allocated:

                


        

        
          	
                   
      

                	
                   1715
      to 1720 MHz and corresponding range 1810 to 1815
  MHz.

                


        

        


        
          	
                   
      

                	
                  (D)

                	
                  Notwithstanding
      the foregoing, in the event the Licensee asks to postpone the usage
      commencement date for the frequencies specified in subsections (B) and
      (C), or a part thereof, to a later date, the Director may suspend the
      allocation of frequencies to a date he decides
  on.

                


        

        


        
          	
                  45.2

                	
                  The
      Licensee may select a narrower frequency band than that stated above in
      the framework of the frequency bands specified in Section
      45.1.

                


        

        


        
          	
                  45.3

                	
                  In
      the event of detection of electromagnetic interferences from other
      radiants that can harm the proper functioning of the Cellular System, the
      Director must, at the Licensee's request, take any reasonable action to
      find an appropriate solution or stop the aforesaid
      interferences.

                


        

        


         

        
          
            	
                    46. 

                  	
                    Restriction on Use of
      Frequencies

                  


          

        

         

        
          	
                   
      

                	
                  The
      Licensee will make use of the frequencies allocated to it as stated in
      Section 45 only for providing the services under this
    license.

                


        

        


         

        
          	
                  47. 

                	
                  Prevention of
      Interferences

                


        

        


        
          	
                  47.1

                	
                  The
      Licensee will set up the Cellular System and operate it in such manner so
      that no part of its parts will emit radiation prohibited under the
      provisions of the Pharmacists' 

                


        

        


        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            Regulations
(Radioactive Elements and Their Products), 1980, and do everything required, if
required, to obtain a permit in accordance with the aforesaid
regulations.

          

           

        

        
          	
                  47.2

                	
                  The
      Licensee will coordinate the use of the frequencies with the Director, who
      will base his directives, inter alia, on the program derived from the
      preparation for a national emergency
crisis.

                


        

        


        
          	
                  47.3

                	
                  The
      Licensee will submit to the Director, or anyone appointed for this purpose
      on its behalf, a detailed, up-to-date plan for the operation of Cellular
      Radio Centersand for the expected use of the frequencies at least 60 days
      before the operation, and will report to the Director regarding the actual
      execution, within 7 days of the operation
date.

                


        

        


        
          	
                  47.4

                	
                  The
      Licensee will set up and operate the Cellular System in such a manner as
      to prevent interferences with other Bezeq and wireless systems operating
      lawfully. Prior to the activation of any Cellular System, the Licensee
      will perform tests and measurements for the purpose of preventing
      electromagnetic interferences. If found that electromagnetic interferences
      can be expected or interferences have been detected during operation, the
      Licensee will act to find a solution that will prevent these interferences
      and also prevent their recurrence, and in the absence of a solution it
      will turn in writing to the Director or to anyone appointed for this
      purpose on its behalf, in order to find a reasonable solution in this
      regard. The Director may demand that each of the parties make changes in
      the operation of the equipment or in the use of the frequencies or that
      they stop broadcasting over certain frequencies, throughout the country or
      in a certain region.

                


        

        


        
          	
                  47.5

                	
                  The
      granting of this license, including the approval of the engineering plan,
      in no way provides protection against harmonies from other radiants
      operating lawfully, or other radiants operating outside state territory;
      however, the Director must make every reasonable effort to find an
      appropriate solution providing the necessary
  protection.

                


        

         

         

        
          	
                  48. 

                	
                  Cellphone Activity in
      Emergencies

                


        

        


        
          	
                  48.1

                	
                  In
      times of national emergency or for national security reasons, the one
      empowered to do so by any law may take the steps needed for state
      security, with a notice to the Licensee A2A2),
      including control of the network. In such circumstances, the Licensee will
      operate according to the instructions and notices of those authorized to
      do so by any law, including the government, the Minister, the Director and
      head of the unit for the management of a broadcasting spectrum and
      satellites in an emergency (hereinafter – head of the emergency
      unit).

                


        

        


        
          	
                  48.2  

                	
                  The
      Licensee will give the head of the emergency unit the names of its
      representatives authorized to receive instructions and notices anytime, 24
      hours a day, in all pertaining to national emergency and security matters.
      The representative will have a first and second deputy, who will
      substitute for him during his
absence.

                


        

        


        
          	
                  48.3

                	
                  The
      Licensee will set up and operate the network in a manner that will allow
      reducing the network's activity, when necessary, during times of
      emergency:

                


        

         

        
          	
                	
                  (A)

                	
                  In
      terms of the frequency profile;

                


        

        
          
            	
                  	
                    (B)

                  	
                    In
      terms of the geographical profile;

                  


          

           

          
            
              
              

            

            
              38

              
                

              

            

            
              
              

            

          

          General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            
              	
                    	
                      (C)

                    	
                      Through
      the disconnection of part of its subscribers, according to predetermined
      lists, or according to directives deriving from the
    situation;

                    


            

          

        

        
          	
                   
      

                	
                  (D)

                	
                  In
      terms of a profile combining profiles A, B and
  C.

                


        

        


        
          	
                  48.4

                	
                  The
      Licensee will organize itself in such manner, so that it will be able to
      carry out the reductions detailed in Section 48.3 rapidly and efficiently,
      by remote control or by presence at the sites
  themselves.

                


        

        


        
          	
                  48.5

                	
                  The
      head of the emergency unit may establish a detailed procedure formalizing
      and regulating the Cellular System activity during an emergency, which he
      will present to the Licensee, and the latter will strictly fulfill the
      provisions of this procedure.

                


        

        


        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        Part
D: Inspections and MaintenanceA43)

        


         

        
          	
                  49. 

                	
                  Definitions

                


        

        


        
          	
                   
      

                	
                  “Periodical inspection” –
      An inspection of the network or any part thereof performed according to
      the license's provisions, at fixed time intervals and at least once every
      half year;

                


        

        


        
          	
                   
      

                	
                  “Special inspection” – An
      inspection of the network or any part thereof performed due to a
      maintenance action or repair, following electromagnetic interferences, a
      malfunction, clarification of a complaint, a technological modification,
      an alteration in the engineering plan or the
  like;

                


        

        


        
          	
                   
      

                	
                  “Regular inspection” – An
      inspection of the network or any part thereof, done on a regular, ongoing
      basis.

                


        

         

         

        
          	
                  50. 

                	
                  Performance of
      Inspections

                


        

        


        
          	
                  50.1

                	
                  The
      Licensee will carry out periodical inspections on the Cellular System and
      will submit the results of the inspection, at the Director’s request,
      within 30 days of the day of the
request.

                


        

        


        
          	
                  50.2

                	
                  The
      Licensee will set up and operate a control system for continual monitoring
      of the performance and functionality of the network, and will perform, on
      an ongoing basis, regular inspections of the network or any part thereof,
      as necessary.

                


        

        


        
          	
                  50.3

                	
                  The
      Licensee will perform a regular inspection for quality of the service as
      detailed in Addendum E, including compliance with relevant ITU-T
      standards, and will submit the results of the inspection, at the
      Director’s request, within 30 days of the day of the
    request.

                


        

        


        
          	
                  50.4

                	
                  The
      Director may instruct the Licensee to perform a special inspection; The
      Licensee will perform such inspection in the format and at the time
      specified by the Director and will submit its results to
    him.

                


        

        


        
          	
                  50.5

                	
                  The
      Director or anyone so authorized by him will be allowed to carry out
      inspections himself, where he deems this to be necessary; The Licensee
      will permit the Director or anyone so authorized by him access to the
      installations and the equipment, subject to prior coordination, and will
      place at his disposal testing equipment used by it or professional
      manpower employed by it.

                


        

         

         

        
          	
                  51. 

                	
                  Inspections,
      Malfunctions and Maintenance
Log

                


        

        


        
          	
                  51.1

                	
                  The
      Licensee will manage an inspections, malfunctions and maintenance log
      (hereinafter – maintenance log), in which details of the malfunctions in
      and inspections of the network are
recorded.

                


        

        


        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  51.2

                	
                  The
      Licensee will keep the maintenance log and enable the Director or a
      representative authorized by him to peruse it at any time, to examine it
      or copy it in any manner, and will submit it for inspection by the
      Director at his request.

                


        

        


         

        
          	
                  52. 

                	
                  Repair of Deficiencies
      and Defects

                


        

        


        
          	
                  52.1

                	
                  The
      Director may, after giving the Licensee sufficient opportunity in the
      circumstances of the case to present its case to him, notify the Licensee
      in writing of deficiencies and defects he found that are affecting the
      level of the service to Subscribers, the level of survivability and backup
      of the network or the safety level or interfering with other lawfully
      operating systems, based on a follow-up of the network’s performance,
      including by means of Subscribers’ complaints or inspections carried out
      by him or on the basis of inspection reports, documents and information
      provided to him by the Licensee.

                


        

        


        
          	
                  52.2

                	
                  The
      Director may instruct the Licensee regarding the times by which it must
      correct the deficiencies and
defects.

                


        

        


        
          	
                  52.3

                	
                  In
      the event the Licensee received such a notice, it will notify the
      Director, within the time set for this purpose in the Director's notice,
      of the correction of the deficiencies and defects, at the level of detail
      requested by the Director.

                


        

        


        
          	
                  53.

                	
                  Void.

                


        

        


        
          	
                  54.

                	
                  Void.

                


        

        


        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        Chapter E: Providing
Cellular Services to Subscribers

        


        Part
A: Entering into an Agreement with Subscribers

        


         

        
          	
                  55.A43)  

                	
                  The
      Contract

                


        

        


        
          	
                  55.1

                	
                  The
      Licensee will prepare a wording for the contract that it intends to offer
      its subscribers, and will submit it for the Director’s perusal at his
      request.

                


        

        


        
          	
                  55.2

                	
                  The
      terms of the contract shall not contradict, explicitly or implicitly, the
      provisions of any law or the provisions of the license: The aforesaid
      shall not prevent the stipulation of various provisions in the contract
      that benefit the subscriber compared to the provisions of the law or the
      license.

                


        

        


        
          	
                  55.3

                	
                  The
      contract will be in writing and laid out in a clear manner conducive to
      reading and comprehension and specifying prominently any term or
      limitation on the subscriber’s right to cancel the contract or on the
      Licensee's liability toward the subscriber; Any stipulation in the
      contract shall be stated explicitly and not by way of
      reference.

                


        

        
          	
                   
      

                	
                  For
      purposes of this section, “writing” – including an electronic document
      that can be saved and retrieved by the
  subscriber.

                


        

        


        
          	
                  55.4

                	
                  The
      contract will include, inter alia, in a clear
      manner, the following:

                


        

        


        
          	
                   
      

                	
                  (a)

                	
                  Terms
      of the service to the subscriber, including quality measures for customer
      and subscriber service as detailed in section 2 in Addendum
    E;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  Terms
      for disconnecting from the Licensee’s services or service discontinuation
      terms;

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  Licensee’s
      rates for the services for which the subscriber registered, as of the day
      of the agreement, including the date and terms for termination of the
      rates program;

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  Limitation
      on the rate of arrears interest, linkage differences and collection
      expenses, as stated in section
80.3;

                


        

        


        
          	
                   
      

                	
                  (e)

                	
                  Condition
      for changing the rate for the service for which the subscriber registered,
      as stated in section 78.1;

                


        

        


        
          	
                   
      

                	
                  (f)

                	
                  The
      details set out in sections 61 and 61A regarding the public ombudsman and
      umpire.

                


        

        


        
          	
                   
      

                	
                  (g)

                	
                  Condition
      specifying that in case of a contradiction between the provisions relating
      to the rates and to the basket of services detailed in the contract, and
      the provisions of the license in this regard, the provisions of the
      license shall prevail;

                


        

        


        
          	
                   
      

                	
                  (h)

                	
                  Notice
      concerning the Director’s authority to instruct the Licensee to modify the
      contract, and a clarification that the subscriber’s engagement with the
      Licensee under the contract constitutes agreement to such
      modification.

                


        

        


        
          	
                  55.5

                	
                  The
      Licensee will deliver to the subscriber a copy of the contract and its
      appendices.

                


        

        


        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  56. A43)  

                	
                  Modification
      of Contract

                


        

        


        
          	
                  56.1

                	
                  The
      Director may instruct the Licensee to modify the contract, after giving
      the Licensee sufficient opportunity to present its
  case.

                


        

        


        
          	
                  56.2

                	
                  If
      the contract was amended pursuant to the Director’s instructions or
      pursuant to a decision of the Standard Contracts Court, in the event that
      the contract was submitted for its approval, the engagement between the
      Licensee and the subscriber will be in accordance with the amended
      contract, as from the date of the
amendment.

                


        

        


        
          	
                  56.3

                	
                  The
      provisions of section 55 shall apply, mutatis mutandis, to an
      amendment of the wording of the contract by the
  Licensee.

                


        

        


         

        
          	
                  56A.T47)

                	
                  Period
      of Commitment under a Contract

                


        

         

        
          	
                  56A.1

                	
                  Where
      the Licensee entered with a subscriber who is not a business subscriber
      into a contract that includes a commitment, the period of the commitment
      may not exceed eighteen (18)
months.

                


        

         

        
          	
                   
      

                	
                  In
      this regard, “commitment,” – the
      subscriber's commitment to comply with conditions relating to the scope of
      consumption of services, the amount of the payment or the payment terms,
      during a defined period, where noncompliance with such conditions during
      such period entails a payment, including the return of a benefit or an
      exit fee.

                


        

         

        
          	
                  56A.2

                	
                  Where
      the Licensee proposed to a subscriber who is not a business subscriber to
      enter into a contract that includes a commitment, the Licensee will
      present to such subscriber a proposal to enter into a contract that does
      not include a commitment, as a reasonable alternative to contracts that
      include a commitment. In this regard, a contract containing a “prepaid”
      plan will not be deemed a reasonable alternative to a plan that includes a
      commitment.

                


        

         

        
          	
                  56A.3

                	
                  If
      the Director finds that the Licensee has violated Section 56A.2, he may
      direct the Licensee to modify conditions in a contract that does not
      include a commitment, without thereby derogating from any other power
      established in the License or in any law. In this regard, the Director
      will consider, inter
      alia, the number of subscribers of the Licensee who are signed on
      contracts that do not include a
commitment.

                


        

         

         

        
          	
                  57.
      A43)

                	
                  Void.

                


        

        


        


        
          	
                  58.
      A43)

                	
                  Void.

                


        

        


        
          
            

          

          T47)
Amendment No. 47.

          
            
              
              

            

            
              43

              
                

              

            

            
              
              

            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  59. 

                	
                  Obligation of
      Connecting Applicants and Prohibition on
  Stipulation

                


        

        


        
          	
                  59.1

                	
                  If
      the Licensee has met the terms for operating a Cellular System as stated
      in Section 44.2, the Licensee will connect any applicant to the cellular
      network no later than the date set in the contract with the subscriber,
      unless the Director has authorized the Licensee not to connect the
      applicant, under circumstances he deems justified. A2)

                


        

        


        
          	
                  59.2

                	
                  The
      Licensee may not stipulate the connection of an applicant on unreasonable,
      discriminatory or unfair terms, and without derogating from the generality
      of the foregoing:

                


        

        


        
          The
Licensee may not require a subscriber to purchase end-user equipment from it or
from its designee;

           

          The
Licensee may not require the subscriber to receive maintenance services from it
for the end-user equipment in the subscriber's possession;

        

        


        
          The
Licensee may not stipulate or condition cellular services, service conditions or
a rate on the purchase of cellular end-user equipment from it or from any
other.

        

        


        
          	
                  59.3 

                	
                  Void.A1)

                


        

        


        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        Part
B: Service Level for Subscribers

        


         

        
          	
                  60.A16) 

                	
                  Obligation
      of Maintaining the Service

                


        

        


        
          	
                  60.1

                	
                  The
      Licensee will put at the disposal of its subscribers all the services
      detailed in the First Schedule, in accordance with the terms detailed in
      the schedule, and will maintain all its services all year round, around
      the clock, both in times of calm and in times of an emergency, subject to
      Section 48, in accordance with the technical requirements and service
      quality requirements, in a proper and regular fashion, and of a quality no
      lower than that indicated by the service quality indexes specified in the
      first schedule to the license and in Addendum E to the Second Schedule to
      the license. In the event of a contradiction between the First Schedule
      and Addendum E to the license's Second Schedule, the provisions of
      Addendum E to the Second Schedule will
prevail.

                


        

        


        
          	
                  60.2

                	
                  Without
      derogating from that stated in Section 75.3, the Licensee will provide
      cellular services and a service package, as this term is defined in
      Section 73A, to every applicant, under equal and non-discriminatory terms
      and at a non-discriminatory rate.

                


        

        


        
          	
                  60.3

                	
                  If
      the Director has found that the service package is liable to harm
      competition or the consumers, he will notify the Licensee thereof,
      indicating the date by which the Licensee must stop offering its
      subscribers the service package.

                


        

        


        
          	
                  60.4

                	
                  If
      the Licensee provides any cellular service to any person or organization,
      for payment, the service must be available to any subscriber throughout
      the network coverage area, complying with the minimal requirements as
      regards service quality, without discrimination, within 24 months of the
      date of commencing provision of the service for
  payment.

                


        

        


        
          	
                  60.5

                	
                  The
      Director may, at the written request of the Licensee, allow the Licensee
      limitations on the provision of Section 60.4, after being convinced that
      there is a real difficulty in providing the service to anyone that
      requests it, and that the specific features of the service possess a
      unique and exceptional flavor justifying
this.

                


        

        


        
          	
                  60.6A43)

                	
                  The
      Licensee may not provide, with or without consideration, any of its
      services not explicitly requested by the subscriber, except for a service
      given free of charge to all the subscribers, and it may not allow the
      provision of a service of a service provider not explicitly requested by
      the subscriber.

                


        

         

        
          	
                   
      

                	
                  For
      purposes of this section, “service provider” – anyone providing a service
      through the network, for which payment is made by means of the telephone
      bill.

                


        

        


        


        
          	
                  61.A43)

                	
                  Public
      Ombudsman

                


        

        


        
          
            	
                    61.1

                  	
                    The
      Licensee will appoint a person to handle complaints of the public (“the Ombudsman”), having
      the following
responsibilities:

                  


          

        

        


        
          	
                   
      

                	
                  (a)

                	
                  Clarifying
      subscribers’ complaints in connection with the Licensee’s services,
      including the complaint of someone applying to receive a
      service.

                


        

        


        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                   
      

                	
                  (b)

                	
                  Clarifying
      subscribers’ complaints in connection with bills that were submitted by
      the Licensee, and deciding in regard
thereto.

                


        

        


        
          	
                   
      

                	
                  The
      Public Ombudsman will respond in writing to complaints as stated that were
      submitted in writing.

                


        

        


        
          	
                  61.2

                	
                  The
      Public Ombudsman will act according to a policy to be set by the
      Licensee’s management.

                


        

        


        
          	
                  61.3

                	
                  The
      Licensee will render the Public Ombudsman all the assistance required by
      him for filling his function.

                


        

        


        
          	
                  61.4

                	
                  The
      Licensee will notify every subscriber regarding the possibility of
      submitting a complaint to the Public Ombudsman, the powers of the Public
      Ombudsman and the ways of applying to him. The contents of this
      sub-section shall be included in the contract, in the bill sent to the
      subscriber and on the Licensee’s
website.

                


        

        


         

        
          
            	
                    61A.A43)

                  	
                     Umpiring of
      Disputes

                  


          

        

        


        
          	
                  61A.1

                	
                  The
      contract will stipulate that any disagreements arising between the
      Licensee and a subscriber in connection with the interpretation or
      performance of the contract, shall be submitted for clarification to the
      Licensee’s Public Ombudsman.

                


        

        


        
          	
                  61A.2

                	
                  The
      contract will specify that an application to the Public Ombudsman under
      section 61A.1 shall not:

                


        

        


        
          	
                   
      

                	
                  (a)

                	
                  Prevent
      the subscriber a
      priori from bringing his case before a competent
    court;

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  Derogate
      from the Licensee’s authority to act in accordance with the provisions of
      section 72 regarding the discontinuation or disconnection of a service
      owing to a breach of the contract.

                


        

        


         

        
          	
                  62. 

                	
                  Obligation of
      Maintenance

                


        

        


        
          	
                  62.1

                	
                  The
      Licensee is responsible for the maintenance of the Cellular
      System.

                


        

        


        
          	
                  62.2

                	
                  If
      a subscriber purchased cellular end-user equipment from the Licensee or
      from its designee, and the purchase agreement included maintenance
      services, the LicenseeA43)
      will be responsible for the maintenance of said purchased end-user
      equipment, however the LicenseeA43)
      will not be responsible for the maintenance of said purchased end-user
      equipment beyond the maintenance period undertaken by the manufacturer,
      unless agreed otherwise between it and the subscriber.A2)

                


        

        


        
          	
                   
      

                	
                  If,
      in order to receive cellular services, the subscriber used cellular
      end-user equipment not purchased from the Licensee or from its designee,
      the Licensee is not obligated to look out for the maintenance of this
      end-user equipment, but may enter into an agreement with the subscriber
      for providing maintenance services also for said
  equipment.

                


        

         

        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  63. 

                	
                  Repair of
      Malfunctions

                


        

        


        
          	
                  63.1  

                	
                  The
      Licensee will maintain a regular service for handling subscribers' calls
      concerning problems with receiving cellular services, and to this end will
      operate centers for receiving messages from subscribers all year round
      (excluding Yom Kippur), and 24 hours a day (hereinafter – call
      center).

                


        

        


        
          	
                  63.2  

                	
                  Without
      derogating from the generality of that stated in Section 63.1, the
      Licensee will operate the call center in a manner enabling the receipt of
      complaints from subscribers via telephone, in all pertaining to the
      Licensee's services.

                


        

        


        
          	
                  63.3  

                	
                  The
      call center will be manned by skilled and professional personnel, having
      the appropriate competence for handling problems, and if a complaint has
      been received regarding a malfunction that led to disruption of the
      service or regarding poor reception quality, said personnel will act
      immediately to localize the malfunction and start taking measures to
      correct it, as detailed in Addendum
E.

                


        

        


        
          	
                  63.4  

                	
                  The
      Licensee will repair any malfunction for which a notification was received
      at the call center, within the response time detailed in Addendum E. If
      identification or repair of the malfunction necessitates a visit at the
      subscriber's site, the Licensee will coordinate the repair date in advance
      with the subscriber, provided that the length of time the subscriber has
      to wait on said date does not exceed 4
hours.

                


        

        


        
          	
                  63.5  

                	
                  The
      Director may, at the Licensee's request, extend the repair time for the
      malfunction if he deems that the time required for its repair exceeds that
      stated in this section, provided that the time is not extended by more
      than 5 days from the date on which the malfunction occurred. If the
      Licensee applied to the Director for extension of the malfunction repair
      time as stated, and no approval was given yet, the Licensee will continue
      to work to repair the malfunction at the soonest
  possible.

                


        

        


        
          	
                  63.6  

                	
                  The
      Licensee will specify in the maintenance log the details of the
      malfunction and the steps taken to repair it, all as stated in Section
      52.

                


        

         

         

        
          	
                  64. 

                	
                  End-user equipment –
      Selling and Renting

                


        

         

        
          The
Licensee may sell or rent out to its subscribers cellular end-user equipment for
the purpose of linkup to the Cellular System, provided it complies with the
following:

        

        


        
          The
Licensee has notified the subscriber that he may purchase cellular end-user
equipment from any licensed marketer and that he does not have to buy the
equipment from the Licensee in order to receive cellular
services;

        

        


        
          The
Licensee will not stipulate the provision of maintenance services for cellular
end-user equipment on the very receipt of cellular services from the Licensee,
and will notify the subscriber that he may receive maintenance service for
end-user equipment, from any person, including the end-user equipment purchased
or rented from the Licensee.

        

        


        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  65. 

                	
                  Public Emergency
      Services

                


        

        


        
          	
                  65.1A21)

                	
                  The
      Licensee will enable, anytime and at no charge, for all its subscribers,
      free and rapid access to public emergency services such as: Magen David
      Adom, the Israel Police and the Fire
Station.

                


        

        


        
          	
                  65.2A42)

                	
                  Starting
      from April 5, 2007 (“the inception day”) the Licensee will enable the call
      centers of the public emergency systemsA)
      to identify the telephone number of a subscriber calling themB),
      anytime and at no charge, including a subscriber with a confidential
      telephone number, a subscriber who blocked his number before the call and
      a subscriber calling from a private
exchange.

                


        

        


        
          	
                   
      

                	
                  The
      Licensee may do the aforesaid through a licensee that routes the call to
      the public emergency system.

                


        

        


        
          	
                   
      

                	
                  Not
      later than two days before the inception dayA44)
      the Licensee will notify all its subscribers, clearly, in writing, that
      starting from the inception day it will be possible for the call centers
      of the public emergency systems to identify the subscriber’s telephone
      number, and it will notify in writing any subscriber requesting a
      “confidential number” – that the number is not confidential with respect
      to calls to the call centers of the public emergency
    systems.

                


        

        
        

         

        
          	
                  65AA21) 

                	
                  Blocking
      Service to a Nuisance
Subscriber

                


        

        


        
          	
                  65.1A

                	
                  Notwithstanding
      that stated in Section 65.1, the Licensee will block a nuisance
      subscriber's access to the public emergency service. If blockage of public
      emergency service alone is not technically possible, then the Licensee
      will block the nuisance subscriber's access to all the cellular services.
      As regards this section, a “nuisance subscriber”
      denotes a subscriber who has contacted a certain emergency center, for no
      justifiable reason, more than 10 times during one whole day, using the
      end-user equipment in his
possession.

                


        

        


        
          	
                  65.2A

                	
                  A
      notice regarding a nuisance subscriber will be submitted in writing to the
      Licensee by a senior employee in the public emergency service (hereinafter
      – the employee) and will be corroborated by an affidavit signed by the
      employee (hereinafter – the complaint). The complaint will include, inter
      alia, the name of the nuisance subscriber, his telephone number, insofar
      as these are known to the complainant, as well as a specification of the
      contact times of the nuisance subscriber, and the content of the call
      showing that the contact was made without any justifiable reason. If the
      complaint does not include the telephone number of the nuisance
      subscriber, the Licensee will act in a reasonable fashion, to identify the
      nuisance subscriber based on the data provided in the
      complaint.

                


        

        


        
          	
                  65.3A

                	
                  The
      Licensee will block the nuisance subscriber's access to the emergency
      service as stated in Section 65.1A, after giving the nuisance subscriber
      advance warning. The notice will be given 3 workdays before the date of
      service blockage, in one of the following
ways:

                


        

        


        
          	
                	
                  A.  

                	
                  A
      phone call from a service center of the Licensee to the cellphone
      end-equipment of the subscriber;

                


        

        
          

        

        A) Israel Police - 100, Magen
David Adom - 101, Fire Station - 102

        B) Excluding a subscriber
that his end user equipment permits dialing only to the call centers of the
public emergency systems such as a non SIM card cellphone in a GSM
network

         

        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                	
                  B.  

                	
                  An
      SMS message sent to the cellphone end-equipment of the
      subscriber;

                


        

        


        
          	
                	
                  C.  

                	
                  Delivery
      of a registered letter to the subscriber, except for one who is a prepaid
      subscriber and his address is
unknown.

                


        

        


        
          	
                  65.4A

                	
                  Blockage
      of service to a nuisance subscriber who is a prepaid subscriber whose
      address is unknown will be done no later than one full day from the time
      of receiving a complaint or identification as stated in Section
      65.2A.

                


        

        


        
          	
                  65.5A

                	
                  Notwithstanding
      that stated in Section 65.1A, the Licensee will not block the public
      emergency service to a subscriber, if the circumstances of contacting, as
      these emerge from the explanation given by the subscriber to the Licensee,
      show that the contacting was justified and that he should not be deemed a
      nuisance subscriber. The Licensee will forward to the Director, within 10
      workdays from the date of receiving the complaint or the identification as
      stated in Section 65.2A, the arguments for not blocking the nuisance
      subscriber.

                


        

        


        
          	
                  65.6A

                	
                  In
      the event it blocked the nuisance subscriber's access to emergency calls,
      the Licensee may collect from the subscriber all his debts, and may also
      collect payment from him for removing the
block.

                


        

        


        
          	
                  65.7A

                	
                  The
      Licensee may remove the block once the nuisance subscriber has given it a
      written undertaking not to repeat his nuisance calls in the
      future.

                


        

        


        
          	
                  65.8A

                	
                  The
      Licensee will keep records of how the nuisance subscriber was identified,
      how the notice was given to the nuisance subscriber, or, alternatively, in
      a case where a notice was not given the nuisance subscriber, the reasoning
      for not giving the notice. Likewise, a record will be kept concerning the
      removal of the block.

                


        

        


        
          	
                  65.9A

                	
                  The
      Licensee will specify, in the framework of the nuisance subscribers report
      as stated in Section 104(B)A43),
      the number of nuisance subscribers whose access to the public emergency
      service or to all the cellular services was blocked under this section,
      and the subscribers for whom said block was removed, as well as the number
      of subscribers that were not blocked under this section and the reasons
      for this.

                


        

         

         

        
          	
                  66.A16)  

                	
                  Protecting
      Subscriber Privacy

                


        

        


        
          	
                  66.1

                	
                  Without
      derogating from the provisions of the Law, The Wiretapping Law, 1979, The
      Privacy Protection Law, 1981, or any other law concerning the safeguarding
      of an individual's privacy, the Licensee may not wiretap the telephone or
      any other communication of the subscriber without the written permission
      of the subscriber, except for the purpose of controlling the quality and
      standard of the service or for preventing
  frauds.

                


        

        


        
          	
                  66.2

                	
                  Subject
      to that stated in Section 66A, the Licensee, its workers, agents and
      designees may not disclose lists or documents containing the name and
      address of a subscriber or any other information pertaining to him,
      including account details, phone call traffic, call durations and
      destinations, to any person whatsoever except to the subscriber or to
      anyone empowered by the subscriber for this
  purpose.

                


        

        


        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  66.3

                	
                  Notwithstanding
      that stated in Section 66.2, the Licensee may do the
      following:

                


        

        


        
          	
                	
                  (A)  

                	
                  To
      give the subscriber's details to another licensee for the purpose of
      collecting monies owed  him by the subscriber in respect of
      services it provided him through the network, provided that the
      information relayed is necessary for collecting monies and preparing
      bills, and the other licensee has undertaken to safeguard the subscribers'
      privacy;

                


        

        


        
          	
                	
                  (B)  

                	
                  To
      transfer a subscribers' details to another, insofar as the particulars are
      in its possession, by lawful
authority.

                


        

        


         

        
          	
                  66A.T3)

                	
                  Special
      Services for the Security
Forces

                


        

        


        
          	
                	
                  (A)  

                	
                  The
      Licensee will provide special services to the security forces as detailed
      in the classified security addendum attached to the license as Addendum I
      and in the classified security addendum attached to the license as
      Addendum LA12).

                


        

        


        
          	
                	
                  (A1)A12) 

                	
                  The
      Licensee will enable the security forces, regarding which the Director
      informed in writing, to realize, subject to any law, their powers with
      respect to any telecommunications activity in the framework of the
      license, and will be responsible for the maintenance, proper functioning,
      and technological adaptation of the equipment and infrastructure required
      for realizing said execution capability, all in coordination with the
      security forces, as detailed in Addenda I and L. The security forces will
      bear the payment under the provisions of Section 13 of the
      Law.

                


        

        


        
          	
                	
                  (B)  

                	
                  The
      Licensee will see to it that Addenda I and L are guarded A12)
      in accordance with the provisions of the procedure for safeguarding
      records to be laid down by the Licensee in conjunction with the security
      officer of the “General Security
Service.”

                


        

        


        
          	
                	
                  (C)  

                	
                  The
      Licensee will be exempt from the duty of indemnification toward the State,
      by virtue of the provisions of Section 91.2 of the general license and/or
      by virtue of any law, in respect of the very execution of the special
      services for the security forces.

                


        

        


         

        
          	
                  66B.A12)

                	
                  Security
      Provisions

                


        

        


        
          	
                	
                  (A)  

                	
                  The
      Licensee will appoint a security supervisor in accordance with the
      provisions of the Security Arrangement in Public Bodies Law, 1998, and
      rigorously follow the security provisions detailed in the Addendum M to
      the license.

                


        

        


        
          	
                	
                  (B)  

                	
                  The
      Licensee will establish appropriate provisions in the incorporation
      documents and in its regulations, and will act in such manner so that only
      a person who meets the conditions set out below will be appointed and
      serve in a position or function enumerated in Addendum M to the
      license:

                


        

        


        
          	
                   
      

                	
                  (1)

                	
                  An
      Israeli citizen, as this term is defined in the Citizenship Law, 1952, and
      a resident of Israel;

                


        

         

        
          
            

          

          T3) Amendment No. 3.

        

        
 

        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                   
      

                	
                  (2)

                	
                  Was
      given security clearance by the General Security Service, by which there
      is no prevention to his serving as
stated.

                


        

        


        
          	
                	
                  (C)  

                	
                  The
      Licensee will act to safeguard the secrecy of the security forces'
      operations, and act according to the security directives of those same
      security forces, including in the matter of the appropriate security
      classification for officers and holders of important functions working for
      the Licensee, and compartmentalization of knowledge pertaining to
      activities involving the security
forces.

                


        

        


        
          	
                	
                  (D)  

                	
                  The
      Licensee will take the measures necessary to protect the network, its
      components and the databases used for providing services, and for
      operating and controlling the network in the face of activities carried
      out by unauthorized entities, according to the provisions detailed in
      Addendum M to the license.

                


        

         

         

        
          	
                  67. 

                	
                  Bills to
      Subscribers

                


        

        


        
          	
                  67.1A16)

                	
                  A
      bill that the Licensee submits to the subscriber should be clear,
      succinct, readable and understandable. The bill should contain an accurate
      breakdown of the components of the payment required according to the types
      of payments and the rules specified in Chapter
  F.

                


        

        


        
          	
                  67.2  

                	
                  A
      credit due a subscriber from the Licensee will be included in the
      successive bill immediately after the subscriber's right to the aforesaid
      credit has been established.

                


        

        


        
          	
                  67.3  

                	
                  The
      Licensee may collect payments for his services from the subscriber through
      another, including through Bezeq.

                


        

        


        
          	
                  67.4A34)

                	
                  (A)

                	
                  Without
      derogating from the rest of the license provisions pertaining to the
      manner of preparing the bill for the subscriber and to the manner of
      debiting, the Licensee will act in compliance with Israel Standard 5262,
      concerning debiting credibility and due disclosure in telephone bills
      (hereinafter – “the Standard”).

                


        

        


        
          	
                   
      

                	
                  (B)

                	
                  Subsection
      (A) constitutes a “service condition,” as concerns Section 37B(a)(1) of
      the Law.

                


        

        


        
          	
                   
      

                	
                  (C)

                	
                  Notwithstanding
      that stated in subsection (A) -

                


        

        


        
          	
                   
      

                	
                  (1)

                	
                  Regarding
      the provision in Section 2.2.2 of the Standard, the rounding off method
      will apply as follows:

                


        

        


        
          	
                   
      

                	
                  (a)

                	
                  An
      amount in the bill will be rounded off to the nearest amount ending in two
      digits after the decimal point of the shekel, with an amount ending in
      five tenths of an agora (three digits after the decimal point) to be
      rounded up.

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  An
      amount to be paid for a single call will be rounded off to the nearest
      amount ending in three digits after the decimal point of the shekel, with
      an amount ending in five hundredths of an agora (four digits after the
      decimal point) to be rounded up.

                


        

        


        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                   
      

                	
                  (2)

                	
                  The
      Licensee may present any amount included in the bill with a breakdown
      exceeding that required by the provision in Section 2.2.2 of the Standard,
      provided the rounding off method stated in Subsection (C)(1) above will
      apply thereto.

                


        

        


        
          	
                   
      

                	
                  (3)

                	
                  The
      price of a phone call (voice) that includes a changing rate, will be
      presented in the bill submitted to the subscriber as an average price per
      minute, computed by dividing the payment amount for that same call by the
      its total number of minutes.

                


        

        


        
          In this
paragraph, “changing rate” denotes a rate that varies in the course of the call
according to various criteria, such as a rate that diminishes with increasing
consumption, or a rate that varies due to a transition from a “peak period” to a
“slack period” in the course of the call or vice versa.

        

        


        
          
            	
                  	
                    (4)

                  	
                    In
      addition to that stated in the provision of the last part of Section 2.2.4
      of the Standard regarding service packages, the bill will contain a
      breakdown of the services included in the package, along with the overall
      rate paid for the package as a
whole.

                  


          

        

        


        
          In this
paragraph, “service package” denotes several services marketed to the subscriber
as a single package, in return for an overall rate (and without a breakdown of
the payment for each component separately).

        

        


        
          
            	
                  	
                    (D)

                  	
                    (1)    
      Chapter
      B in the Standard concerning due disclosure in telephone bills will come
      into effect no later than Friday, October 14,
  2005.

                  


          

        

        


        
          	
                   
      

                	
                  (2)

                	
                  Chapter
      C in the Standard regarding debiting credibility will come into effect no
      later than Sunday, January 14,
2006.

                


        

        


         

        
          	
                  67A.A16)
      

                	
                  Information
      Service for Clarifying Telephone NumbersT39)

                


        

        


        
          	
                  67.1A

                	
                  Without
      derogating from the provisions of Section 66, the Licensee will provide,
      by itself or through another on its behalf, an information service for
      clarifying the telephone number of anyone who is a subscriber of a NDO or
      of a Cellular System operator, excluding an ID-restricted subscriber
      (hereinafter – “information service”), as
  follows:

                


        

        


        
          	
                	
                  (A)  

                	
                  For
      the general public and at no charge, via a website through which the
      service will be provided;

                


        

         

        
          	
                	
                  (B)  

                	
                  For
      its subscribers, at a reasonable price, via a phone center, the access to
      which will be effected by means of a network access code set by the
      Director;

                


        

         

        
          	
                	
                  (C)  

                	
                  The
      information service will be given through each of the aforesaid means
      based on the same information characteristics to be provided by the
      subscriber applying to receive the
service.

                


        

        


        
          	
                  67.2A

                	
                  Without
      derogating from that stated in Section 67.1A, the Licensee will provide to
      the general public and at no charge, by itself or through another, an
      information service for clarifying the telephone number of any subscriber,
      excluding an ID-restricted subscriber,


                


        

         

         

        
          
            

          

          A39)  Amendment
No. 39


        

        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            via a
phone center, the access to which will be effected by means of a national access
code set by the Director.

          

           

        

        
          	
                  67.3A

                	
                  In
      addition to that stated in Sections 67.1A and 67.2A, the Licensee may
      offer, at a reasonable price, by itself or through another on its behalf,
      an information service, by any other means, including by means of a
      national access code or by means of an
SMS.

                


        

        


        
          	
                  67.4A

                	
                  In
      order to execute that stated in Subsections 67.1A and
    67.3A:

                


        

         

        
          	
                   
      

                	
                  (A)

                	
                  The
      Licensee may send a query on its behalf to any database of a NDO or
      cellular system operator (hereinafter – “another licensee”), or to receive
      information from the database of another licensee by any other method and
      with the consent of the other licensee, all subject to the duty of
      safeguarding the subscriber's
privacy;

                


        

        


        
          	
                   
      

                	
                  (B)

                	
                  In
      order for an information service to be provided by another licensee under
      its general license, the Licensee will enable any other licensee access to
      the Licensee's database;

                


        

        


        
          	
                   
      

                	
                  (C)

                	
                  The
      Licensee will update the database on a regular basis, so that each name,
      address or telephone number of a subscriber that was added, altered or
      removed, will be updated in the database within one workday following
      execution of the update in the Licensee's system being used to provide
      telephony services.

                


        

        


        As
regards this section –

         

        “Database”
denotes a collection of data including the name, address and telephone number of
any subscriber that is not ID-restricted, including a subscriber that is a
business.

        


        
          	
                  67.5A

                	
                  (A)

                	
                  The
      Licensee will request the consent of each new subscriber for including his
      details in the database. If the subscriber gives his consent, the Licensee
      will include his details in the
database.

                


        

        


        
          	
                   
      

                	
                  (B)

                	
                  The
      Licensee will grant the first request of any subscriber who wishes to
      remain ID-restricted, free of
charge.

                


        

         

        
          	
                   
      

                	
                  In
      this subsection, a “new subscriber” denotes a subscriber who has signed a
      contract with the Licensee after the commencement date as stated in
      Section 67.7A.

                


        

        


        
          	
                  67.6A

                	
                  (A)

                	
                  The
      terms for providing an information service for clarifying telephone
      numbers, given under Section 67A, will be established by the Licensee,
      provided they are fair and non-discriminatory, including as regards the
      order of the data presented to the user of the service. The service will
      be given twenty four (24) hours a day, all year round, except for Yom
      Kippur. In this subsection, “order of the data presented” – Insofar as the
      answer to the service user's query comprises several different data, the
      requested data will be presented to the service user in random
      order.

                


        

        


        
          	
                   
      

                	
                  (B)

                	
                  The
      response in respect of the information service for clarifying telephone
      numbers as stated in Section 67.2A will be given within a reasonable time.
      If the Director sees that the waiting times for the service are not
      reasonable, he may establish response time
  indexes.

                


        

        


        
          	
                   
      

                	
                  (C)

                	
                  An
      information service for clarifying telephone numbers as stated in Section
      67.1A(B) and an information service using a phone center, the access to
      which is 

                


        

         

        
          
            
            

          

          
            53

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          effected
by means of a national access code as stated in Section 67.3A, will comply with
the service indexes specified below:

           

        

        
          	
                  
                  

                	
                  (1)  

                	
                  At
      any time, in the event of a heavy service call load6, the number of
      inquirers receiving service should not be less than
  90%;

                


        

        
          	
                  
                  

                	
                  (2)  

                	
                  The
      average waiting period of a caller until the start of receiving
      service7 should
      not exceed  30 seconds;

                


        

        
          	
                  
                  

                	
                  (3)  

                	
                  The
      maximum waiting period for a caller until the start of receiving the
      service should not exceed 60
seconds.

                


        

        


        
          	
                  67.7A

                	
                  Section
      67A will go into effect on February 8, 2007, except for Subsection
      67.1A(a), which will go into effect on March 15, 2007 (“the commencement
      date”), and except for Section 67.2AA45),
      which will go into effect at the time of signing this
      amendment.

                


        

        


        
          	
                  67.8A

                	
                  The
      Licensee, by itself or through another, including together with another
      licensee, will advertise all the information services for clarifying
      telephone numbers given free of charge by the Licensee, as well as the
      national access codes allocated to the cellular service licensees for
      providing the service (“free information services”). The advertising
      should include at least the
following:

                


        

        


        
          	
                   
      

                	
                  (A)

                	
                  The
      Licensee's website;

                


        

        


        
          	
                   
      

                	
                  (B)

                	
                  At
      least once every half year, the Licensee will attach, in the framework of
      the bill submitted to the subscriber, a separate information sheetA43)
      regarding the free information services, which will not include any other
      information, starting from the first bill submitted to the subscriber
      following the commencement date.

                


        

        


        
          	
                   
      

                	
                  (C)

                	
                  At
      least four (4) times during the first year following the commencement
      date, the Licensee will run large, prominent ads in at least the 3 largest
      Hebrew language newspapers, and in the largest newspaper in Arabic, in
      English and in Russian, as well as in the largest economic newspaper.
      These ads will include no other information. The first ad in all the
      aforesaid newspapers, except for the economic newspaper, will be on the
      first Friday after the commencement date or on the following one, and in
      the economic newspaper it will run on the first Tuesday after the
      commencement date or on the following one, regarding the free information
      services.

                


        

        


        Without
derogating from the foregoing, the Director may instruct the Licensee regarding
the manner and format for advertising the information services.

        


         

        
          	
                  67B.A43)

                	
                  Void.

                


        

        


         

        
          	
                  67C.A16)

                	
                   Service
      Dossier

                


        

        


        
          	
                  67C.1

                	
                  If
      the Licensee wishes to operate a service included in the list of services
      in the First Schedule and marked “future”, it must notify the Director of
      this in writing not later than thirty (30) days before the date on which
      it plans to begin providing the
service.

                


        

         

         

        
          
            

          

          
            6     Busy
Hour Call Attempts

          

          
            7     Start
of receiving service – the beginning of the response by a center operator or of
an IVR system, which ask the inquirer for the information needed to find the
requested phone number and the like.

          



        
          
            
            

          

          
            54

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  67C.2

                	
                  If
      the Licensee wishes to operate a service not included in the list of
      services in the First Schedule which it intends to provide to any
      recipient of its services, it must notify the Director of this in writing
      not later than thirty (30) days before the intended date for commencement
      of provision of the new service.

                


        

        


        
          	
                  67C.3

                	
                  The
      Director will notify the Licensee within thirty (30) days of the date of
      receipt of the Licensee’s notice as stated in sections 67C.1 and 67C.2,
      whether it is allowed to commence provision of the service or whether it
      must submit a service dossier for the Director’s approval, as a condition
      for commencement of the service.

                


        

        


        
          	
                  67C.4

                	
                  The
      Licensee will submit a service dossier for the Director’s approval, at his
      request; If the Licensee fails to submit a service dossier as instructed
      by the Director, or if the Director does not approve the service dossier,
      the Licensee shall not commence provision of the
  service.

                


        

        


        
          	
                  67C.5

                	
                  The
      Director will give a decision regarding the service dossier that was
      submitted to him within sixty (60) days from when the Licensee has
      submitted to the Director all the documents and information requested by
      him for the purpose of approving the service dossier. In special cases,
      the Director may extend the times set in this section, by a written,
      explanatory notice to be given to the
Licensee.

                


        

        


        
          	
                  67C.6

                	
                  The
      Director may require the Licensee to submit for his approval a service
      dossier for an existing service regarding which no service dossier was
      previously required, and he may require the Licensee to submit for his
      approval a new service dossier for a service regarding which a service
      dossier was approved in the past.

                


        

        


        
          	
                  67C.7

                	
                  The
      service dossier will be submitted to the Director in the format and at the
      time specified by the Director and will include, inter alia, the
      following: the name of the service; a detailed description of the service
      and the manner in which it is provided; the service rate, and an
      engineering description, all as set out in the First Schedule; The
      Director may give instructions on additional matters which are to be
      included in the service dossier.

                


        

        


        
          	
                  67C.8

                	
                  If
      the service dossier is approved, the Licensee will provide the service
      according to the terms of the approved dossier, and the approved service
      dossier will be deemed an integral part of the
  license.

                


        

        


        
          	
                  67C.9

                	
                  The
      Licensee will advertise an approved service dossier, with details and in
      the manner specified by the Director, and the Director may advertise it
      himself, provided he does not do so until after the Licensee has begun
      providing the service. The advertising will not include information
      comprising a trade secret, which was identified as such by the Licensee
      and attached to the service dossier as a separate addendum marked as a
      trade secret.

                


        

        


        
          	
                  67C.10

                	
                  Any
      new service which the Licensee begins to provide pursuant to this section
      will be deemed a part of the First Schedule; The Director will update the
      First Schedule from time to time.

                


        

        


        
          	
                  67C.11

                	
                  The
      provisions of this section will apply, mutatis mutandis, to a
      trial using the Licensee’s network.

                


        

        


        
          
            
            

          

          
            55

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  67D.A24)

                	
                   Erotic
      Service

                


        

         

        
          	
                   
      

                	
                  An
      erotic service provided through the network, will be provided in
      accordance with the provisions of Addendum O in the Second
      Schedule.

                


        

         

        
          	
                   
      

                	
                  As
      regards this section –

                


        

         

        
          	
                   
      

                	
                  “Erotic
      service” – as defined in Section 1 of Addendum O in the Second
      Schedule.

                


        

        


        


          

        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        Part
C: Termination, Delay or Restriction of Service

        


         

        
          	
                  68. 

                	
                  Definitions

                


        

        


        
          	
                   
      

                	
                  In
      this part –

                


        

         

        
          	
                   
      

                	
                  “Disconnection
      of service” – Temporary discontinuation of cellular system service to a
      subscriber;

                


        

         

        
          	
                   
      

                	
                  “Termination
      of service” – Absolute discontinuation of cellular system services to a
      subscriber.

                


        

        


         

        
          	
                  69. 

                	
                  Prohibition on the
      Termination or Disconnection of
Service

                


        

         

        
          	
                   
      

                	
                  The
      Licensee may not terminate or disconnect cellular system services and
      other services, which the Licensee must provide under this license, unless
      that stated in this part is fulfilled, or that stated in Section
      48.

                


        

        


         

        
          	
                  70. 

                	
                  Disconnection of
      Service at Subscriber's
Request

                


        

        


        
          	
                  70.1

                	
                  A
      subscriber may ask the Licensee for a temporary disconnection of service
      for a period no less than thirty days and no longer than ninety days
      (hereinafter – disconnection period). The subscriber's request will be
      made in writing, and may be done through the cellular system end-user
      equipment in his possession, provided that the Licensee has verified the
      request's credibility by a return call to the subscriber's cellular system
      end-user equipment or by any other reliable
way.

                


        

        


        
          	
                  70.2

                	
                  The
      Licensee will effect the disconnection of service no later than the
      workday following the day of the request's
  submittal.

                


        

        


        
          	
                  70.3  

                	
                  The
      Licensee will resume the cellular system services to the cellular system
      end-user equipment in the subscriber's possession at the end of the
      disconnection period. If the subscriber requests, in a written notice, to
      resume the cellular system services to the cellular system end-user
      equipment in his possession before the end of the disconnection period,
      the Licensee will resume the services no later than the workday following
      the day on which the subscriber's notice was
  submitted.

                


        

         

         

        
          	
                  71. 

                	
                   Termination of Service
      at the Subscriber's Request

                


        

         

        
          	
                  71.

                	
                  Discontinuation
      of Service at a Subscriber's
Request

                


        

         

        
          	
                  71.1

                	
                  A
      subscriber may request the Licensee to discontinue service to the cellular
      end-user equipment in his possession. For this purpose, a subscriber may
      communicate with the Licensee in writing, including by fax or by
      email T48).

                


        

         

        
          	
                  71.2

                	
                  The
      Licensee will discontinue the provision of cellular services to the
      cellular end-user equipment in the subscriber's possession not later than
      the workday after the date specified by the subscriber in his notice. If
      the subscriber did not

                


        

         

         

          
            

          

        

        
          T48)
Amendment No. 48 (inception: this amendment will come into force on October 2,
2008).

           

        

        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            specify a
date, the service will be discontinued not later than the workday after the date
of delivery of the notice to the Licensee T48).

          

           

        

        
          	
                  71.3T48)

                	
                  The
      Licensee will publish on its website, and in the bill sent by it to the
      subscriber, the fax number and the email address through which the
      subscriber may request the Licensee to discontinue a
    service.

                


        

         

        
          	
                	
                  (A)  

                	
                  The subscriber did
      not pay for the third time during the same year the bill in respect
      of the payments he was charged for cellular system services on the date set therefor in the payment
      notice. In this section, “year” denotes the period from January 1 to
      December 31;

                


        

        


        
          	
                	
                  (B)  

                	
                  There
      is reasonable suspicion of a fraudulent act being committed through the
      subscriber's end-user equipment or using the features of the end-user
      equipment;

                


        

        


        
          	
                	
                  (C)  

                	
                  the
      Licensee found that the subscriber used the cellular system services in an
      unusual amount for that type of subscriber, and after the Licensee's
      service center contacted the subscriber in a phone call placed to the
      end-user equipment in his possession, and the subscriber did not give a
      reasonable explanation for said anomaly. As regards this paragraph,
      consumption will not be deemed unusual when less than threefold the
      average consumption for the same type of
    subscribers.

                


        

        


         

        
          	
                  71A.T48)

                	
                  Blocking
      of Cellular End-User Equipment

                


        

         

        
          	
                  71A.1

                	
                  The
      Licensee will register the identification number of a subscriber's
      cellular end-user equipment, excluding cellular end-user equipment
      operating by the IDEN technology (hereinafter in this section “cellular end-user
      equipment”):

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  On
      the date of delivery of the cellular end-user equipment to the subscriber,
      on the date of contracting with the subscriber or on the date of renewal
      of the contract, including on the date of replacement, upgrading or repair
      of the cellular end-user equipment.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  In
      the case of cellular end-user equipment that was not provided to the
      subscriber by the Licensee, the Licensee will make reasonable efforts to
      bring to the subscriber's attention the possibility available to him of
      registering with the Licensee the identification number of such aforesaid
      cellular end-user equipment.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  At
      the subscriber's request from the Licensee; the subscriber's request may
      be via the telephone, after the Licensee has verified the reliability of
      the request.

                


        

         

         

          
            

          

        

        
          T48)
Amendment No. 48 (inception: this amendment will come into force
on October 2, 2008).

           

          
            
              
              

            

            
              58

              
                

              

            

            
              
              

            

            General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

              Combined
Version, as at November 5, 2008

               

               

            

          

        

        
          	
                  71A.2

                	
                  If
      a subscriber notifies the Licensee that his end-user equipment has been
      stolen or lost, the Licensee will block the end-user equipment of a
      subscriber who was registered as stated in Section 71A.1, free of charge,
      not later than thirty (30) days after it has verified the reliability of
      the subscriber's request. For purposes of this section, “blocking” – elimination
      of the possibility that the cellular end-user equipment will receive
      cellular services.

                


        

         

        
          
            	
                    71A.3

                  	
                    The
      Licensee will provide details of end-user equipment that was blocked by it
      to any other cellular licensee, not later than the workday after
      implementing that stated in Section
71A.2.

                  


          

        

         

        
          	
                  71A.4

                	
                  (a)T50)

                	
                  The
      Licensee may not provide cellular services to end-user equipment that was
      blocked by it or by another cellular
licensee.

                


        

         

        
          	
                   
      

                	
                  (b)T50)

                	
                  Notwithstanding
      that stated in Section 71A.2 and Subsection (a), if it is found that
      blocking the identification number will cause the discontinuation of
      service to other end-user equipment having the same identification number,
      the Licensee may abstain from implementing the block as
      stated.

                


        

         

        
          	
                  71A.5

                	
                  The
      Licensee will remove the block on end-user equipment that was blocked by
      it, after receiving a request T50)
      from the subscriber. Removal of the block will be done not later than one
      workday after the Licensee has verified the reliability of the request,
      unless the subscriber has specified a later date in his request T50).

                


        

         

        
          	
                  71A.6

                	
                  The
      Licensee will publish to all its subscribers its obligations with respect
      to the possibility of blocking cellular end-user equipment, the procedure
      for registration of the identification number of cellular end-user
      equipment with the Licensee and the ways of communicating with it for the
      purpose of implementing the block. The publication will be made in at
      least the following ways:

                


        

         

        
          	
                	
                  (a)

                	
                  In
      the contract;

                


        

         

        
          	
                	
                  (b)

                	
                  On
      the Licensee's website;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  In
      a separate information sheet to be enclosed with the bill submitted to the
      subscriber, by January 30, 2009T50).

                


        

         

        
          	
                  71A.7T50)

                	
                  The
      Licensee will detail, in a half yearly report, the number of
      identification numbers that were blocked and the number of identification
      numbers in respect of which such block was removed, as well as the number
      of identification
      numbers that were not blocked pursuant to this section and the reasons
      therefor.

                


        

        

          
            

          


        
          T50)
Amendment No. 50

        

        


        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

        
          
            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  72. 

                	
                  Termination or
      Disconnection of Service Due to Breach of
  Agreement

                


        

        


        
          	
                  72.1

                	
                  The
      LicenseeA16)
      may terminate or disconnect the service to a subscriber if one of the
      following is fulfilled:

                


        

        


        
          	
                   
      

                	
                  (A)

                	
                  The
      subscriber did not pay a payment he owes in respect of service he
      received, on the date set for its defrayal in his contract with the
      Licensee;

                


        

        


        
          	
                   
      

                	
                  (B)

                	
                  The
      subscriber breached a condition in the contract between him and the
      Licensee, which was established as a material
  condition;

                


        

        


        
          	
                   
      

                	
                  (C)

                	
                  The
      subscriber used unlawfully or allowed another to use as aforesaid the
      end-user equipment in his
possession.

                


        

        


        
          	
                  72.2

                	
                  Service
      to a subscriber will not be terminated or disconnected in the cases
      detailed in Section 72.1(A) and (B), except after the Licensee gives the
      subscriber a notice in writing at least 10 days prior to the expected
      termination or disconnection date. The notice will state that the
      subscriber is being given an opportunity, within the time set in the
      notice, to rectify the act or default, in respect of which the service
      will be terminated or disconnected.

                


        

         

        
          	
                  72.3T2)

                	
                  Notwithstanding
      that stated in Section 72.2, the Licensee may disconnect service to a
      subscriber without prior notice, if one of the following is
      fulfilled:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  The
      subscriber did not pay, for the third time during the same year, the bill
      in respect of the payments he was charged for cellular services, on the
      date set therefor in the payment notice. In this paragraph, “year” – the
      period from January 1 to December
31;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  There
      is a reasonable suspicion of a fraudulent act being committed through the
      subscriber's end-user equipment or using the features of the end-user
      equipment;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  The
      Licensee found that the subscriber used the cellular services in an
      unusual amount for that type of subscriber, and after the Licensee's
      service center contacted the subscriber in a phone call placed to the
      end-user equipment

                


        

         

        
          	
                  72A.4T2)

                	
                  The
      Licensee may disconnect service to a subscriber if it has found that the
      end-user equipment in the subscriber's possession, through which the
      subscriber receives cellular services, causes interference with the
      provision of cellular services to other subscribers or interference with
      the cellular system activity, provided that the Licensee gave the
      subscriber notice in writing at least 21 days prior to the expected
      disconnection date. The notice will specify the reason for the expected
      disconnection and state that the subscriber is being given
    an

                


        

         

         

          
            

          

        

        
          T2)
Amendment No. 2 (due to a clerical error in the amendment, appeared as Section
71.3 instead of 72.3).

          
            T2)
Amendment No. 2 (due to a clerical error in the amendment, appeared as Section
71.4 instead of 72.4).

             

          

        

        
          
            
            

          

          
            60

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            opportunity,
within an amount of time to be set in the notice, to repair the end-user
equipment in such manner as to prevent said interference.

             

          

        

        
          	
                  72A.T48)

                	
                  Discontinuation of Service to a
      Dormant Subscriber

                


        

         

        
          	
                  72A.1

                	
                  If
      the Licensee wishes to discontinue service to a dormant subscriber, it
      must give the dormant subscriber prior notice of such intention, in the
      manner set out below (hereinafter in this section “the notice”). The time
      of discontinuation of the service may not be less than thirty (30) days
      after the date of sending of the
notice.

                


        

         

        
          	
                  72A.2

                	
                  The
      Licensee will specify in the notice the telephone number in respect of
      which it intends to discontinue the
service.

                


        

         

        
          	
                  72A.3

                	
                  The
      sending of a notice to a dormant subscriber will be
  done:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  With
      respect to a subscriber whose name and address are known to the Licensee,
      in each of the following ways:

                


        

         

        
          	
                   
      

                	
                  (1)

                	
                  By
      a letter via regular post;

                


        

         

        
          	
                   
      

                	
                  (2)

                	
                  By
      two SMS messages to be sent to the dormant subscriber at a difference of
      at least two weeks between the
messages.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  With
      respect to a subscriber whose name and address are not known to the
      Licensee – by four SMS messages to be sent at a difference of at least one
      week between the messages.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Notwithstanding
      that stated in Subsections (a)(2) and (b), if the subscriber's end-user
      equipment does not support the receipt of SMS messages, the Licensee will
      send the subscriber voice messages instead of SMS messages, insofar as the
      subscriber's end-user equipment supports the receipt of voice
      messages.

                


        

         

        
          	
                  72A.4

                	
                  The
      Licensee may not discontinue service to a dormant subscriber to whom a
      notice was sent, where the dormant subscriber has notified the Licensee
      that he does not wish the service to be discontinued. The subscriber may
      deliver such a message via the telephone or in writing, including by fax
      or by email.

                


        

         

        Notwithstanding
the aforesaid, the Licensee may discontinue service to a dormant subscriber who
has notified it that he does not wish the service to be discontinued, after the
subscriber was sent at least two notices, as stated in Section 72A.3 and 72A.5,
and where in the second notice the Licensee has notified the subscriber that if
within one year from the date of the second notice the subscriber does not make
use of the cellular service, the subscription to the service will be
discontinued, without delivery of further notice to the subscriber.

         

         

          
            


        

        
          T48)
Amendment No. 48 (inception: this amendment will come into force on October 2,
2008).

        

         

        
          
            
            

          

          
            61

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 
            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  72A.5

                	
                  The
      Licensee may not send the subscriber further notice concerning its wish to
      discontinue the service after one year has passed from the date on which
      the subscriber was sent the previous notice in that
  regard.

                


        

         

        
          	
                  72A.6

                	
                  The
      Licensee will keep the telephone number of a dormant subscriber to whom
      service was discontinued, during at least three months from the date of
      discontinuation of the service, before the number is returned to the pool
      of telephone numbers of the Licensee itself or to another cellular
      licensee who originally allocated the number to the dormant subscriber. If
      during this period a written request is received from the subscriber to
      renew the service, the Licensee will renew the service upon the same terms
      as those that applied prior to the discontinuation of the service, free of
      charge.

                


        

         

        
          	
                  72A.7

                	
                  Where
      service was discontinued to a dormant prepaid subscriber who has a balance
      of the payment remaining to his credit, the Licensee will refund the
      appropriate balance within 30 days after receiving a written request from
      the subscriber who has proven that he is the owner of the line to which
      the service was discontinued, provided such request is received by the
      Licensee not later than six months after the date of discontinuation of
      the service.

                


        

        


        
          
            
            

          

          
            62

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 
          Combined
Version, as at November 5, 2008

           

           

        

        
          	
                  73. 

                	
                  Disconnection of
      Service Due to Maintenance
Operations

                


        

        


        
          	
                  73.1

                	
                  The
      Licensee may temporarily disconnect or restrict services that it is
      obligated to provide (hereinafter – disconnection due to maintenance), if
      the need to carry out vital cellular system maintenance or setup
      operations necessitates this, provided the following are
      fulfilled:

                


        

         

        
          	
                	
                  (A)  

                	
                  The
      duration of the disconnection due to maintenance does not exceed twelve
      (12) consecutive hours;

                


        

         

        
          	
                	
                  (B)  

                	
                  The
      number of disconnections due to maintenance does not exceed two (2) during
      a single year;

                


        

         

        
          	
                	
                  (C)  

                	
                  Void.A2)

                


        

        


        
          	
                  73.2  

                	
                  The
      Director may ask the Licensee for a detailed explanation regarding the
      circumstances necessitating disconnection due to maintenance, and may ask
      the Licensee to postpone said disconnection if he came to the realization,
      after considering the Licensee's contentions, that a vital public interest
      necessitates such a postponement.

                


        

        


        
          	
                  73.3  

                	
                  If
      due to the need to carry out vital maintenance or setup operations in the
      cellular system requires disconnection of service exceeding 12 hours, the
      Licensee will ask in advance for the Director's approval. The request will
      specify the maintenance operations required and the actions taken by the
      Licensee to speed up these operations and reduce, inasmuch as possible,
      the duration of the service
disconnection.

                


        

        


        
          	
                  73.4  

                	
                  Void.
      A2)

                


        

        


        
          	
                  73.5  

                	
                  If
      disconnection or restriction of service is required urgently for the
      purpose of carrying out immediate, vital operations, the Licensee will
      notify the Director forthwith, including by phone, cable or fax, regarding
      the urgent disconnection or restriction. The Licensee will notify its
      subscribers about the aforesaid urgent disconnection or restriction, as
      early as possible, including via the public address system operating
      through the cellular system, insofar as this is possible, as well as
      through the public media.

                


        

        


        
          	
                  73.6  

                	
                  Notwithstanding
      that stated in Sections 73.1 and 73.4, the Licensee does not have to
      notify the Director or the subscribers about disconnection due to
      maintenance, when the following are
fulfilled:

                


        

         

        
          	
                	
                  (A)  

                	
                  The
      duration of the disconnection due to maintenance does not exceed half an
      hour;

                


        

         

        
          	
                	
                  (B)  

                	
                  Disconnection
      due to maintenance is being done between 24:00 Saturday night and 05:00
      Sunday morning the following day.

                


        

        


        Such a
disconnection will not be counted in the number of disconnections as required
under Section 73.1(B).

         

        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 
            Combined
Version, as at November 5, 2008

             

             

          

        

        CHAPTER F
– PAYMENT FOR SERVICESA8)

        


        Part
A – General

        


         

        
          	
                  73A. 

                	
                  Definitions

                


        

         

        In this
chapter –

         

        
          	
                  “Licensee” 

                	
                  -

                	
                  Anyone
      to whom the Minister has granted, in accordance with the Law, a general or
      special license;

                
	 	 	 
	
                  “Airtime”

                	
                  -

                	
                  Duration
      of the time in which a subscriber receives cellular services, whether the
      connection is initiated by the subscriber or by someone
    else;

                
	 	 	 
	
                  “Airtime unit”A31A31)

                	
                  -

                	
                  Time
      unit of 12 seconds at the most, but starting from Thursday, 1 January
      2009, a time unit of 1 second.

                
	 	 	 
	
                  “Package of
      services” 

                	
                  -

                	
                  Several
      services sold to a subscriber as a package, for which a rate has been set
      as specified in section 75.2.

                
	 	 	 
	
                  “Public
      telecommunications

                  network”

                	
                  -

                	
                  Including
      an international telecommunications system.

                
	 	 	 
	
                  “Payment for
      completion

                  of
      a call”

                	
                  -

                	
                  Payment
      made by the initiator of a call which began on end-user equipment
      connected to one public telecommunications network and ended on another
      public telecommunications network, or on end-user equipment connected to
      such a public telecommunications network, for completing the call on the
      other public telecommunications
network.

                


        

         

        
          	
                  74. 

                	
                  Payment
      Categories

                


        

         

        The
Licensee may collect from its subscribers payments for Cellular services, as
follows:

         

        
          	
                   
      

                	
                  (a)

                	
                  A
      onetime installation fee for connecting mobile or portable end-user
      equipment held by the subscriber to the Cellular system, including
      issuance of a smart (SIM) card to the subscriber, or a onetime
      registration fee (hereinafter – connection
fee);

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  A
      fixed payment;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Payment
      for airtime as specified in section
75A;

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  Payment
      for completion of a call as specified in section
  75A;

                


        

         

        
          
            
            

          

          
            64

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 
            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                   
      

                	
                  (e)

                	
                  Payment
      for basic telephone services, related services and value added services,
      detailed in the First Schedule to the
License;

                


        

         

        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 
          Combined
Version, as at November 5, 2008

           

           

        

        Part
B – Setting and Publication of Rates

         

         

        
          	
                  75. 

                	
                  Setting the Rates and
      Their Amount

                


        

         

        
          	
                  75.1

                	
                  The
      Licensee shall fix a rate for every service and package of services
      provided by it to its subscribers, and it may determine the manner of
      linkage of the rate to the index. The Licensee shall notify the Director
      of the amount of each rate, before the rate comes into
    effect.

                


        

         

        
          	
                  75.2

                	
                  The
      Licensee may designate packages of services according to types of services
      included in the package or time periods or by any other method. The
      Licensee may set a separate rate for each of the services included in the
      package or set a general rate for the
package.

                


        

         

        
          	
                  75.3

                	
                  The
      Licensee shall offer each package of services at equal terms and at a
      uniform rate according to categories of subscribers; For purposes of this
      section, “category of subscribers” – A16)a
      group of subscribers whose attributes provide reasonable justification for
      distinguishing it from another
group.

                


        

         

        
          	
                  75.4

                	
                  The
      Licensee shall allow any subscriber, without discrimination, to switch
      from one package of services to another that is being offered by it at the
      time. The Licensee shall include such a provision in the contract with its
      subscribers. In the framework of this provision it may set times when it
      is permissible to make such a switch and it may set conditions, including
      payment terms, for implementing the
switch.

                


        

         

        
          	
                  75.5T49)

                	
                  If
      the Licensee contracts with the subscriber in regard to a certain service
      or package of services, and the contract includes a commitment as defined
      in Section 56A.1 (“commitment period”),
      the following provisions will apply, with the exception of a business
      subscriber:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  The
      terms of the contract, excluding the contract rates, will be final, known
      and fixed in advance for the entire commitment
  period.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  The
      rate for each service will be fixed on the date of the contract and will
      be uniform and specified in shekels for the entire commitment
      period.

                


        

         

        
          For
purposes of this section, “uniform” – any rate before
VAT which the subscriber is required to pay, as determined on the date of the
contract, may not be increased during the commitment period.

           

          Notwithstanding
the aforesaid, the Licensee may provide its subscriber services at lower rates
than those fixed in advance in the contract, during a limited time period, to
all the subscribers or to a certain type of subscriber.

        

         

        
          	
                   
      

                	
                  (c)

                	
                  The
      Licensee will include provisions as stated above in the contract with the
      subscriber.

                


        

         

         

          
            

          

        

        
          T49)
Amendment No. 49 (Inception: This amendment will come into force on December 31,
2008).

           

        

        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 
            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  75.6

                	
                  The
      Licensee may not condition a contract with a subscriber or a subscriber’s
      switch from one package of service to another on the purchase of value
      added services or end-user equipment from the
  Licensee.

                


        

         

        
          	
                  75.7

                	
                  A
      package of services in which a payment in installments is set for end-user
      equipment or for one of the services, shall include also a payment
      arrangement in the event that the subscriber wishes to be released from
      that package or to switch from that package to another package of
      services, according to the outstanding balance of the payments due from
      the subscriber or according to the remainder of the commitment
      period.

                


        

         

        
          
            	
                    75.8

                  	
                    (a) 

                  	
                    The
      Licensee may not collect from a subscriber payment for a call when the
      call was not initiated by the subscriber (hereinafter – uninitiated
      call).

                  


          

        

         

        
          	
                   
      

                	
                  (b)

                	
                  Notwithstanding
      that stated in subsection (a), the Licensee may collect from a subscriber
      payment for an uninitiated call in the following
  cases:

                


        

         

        
          	
                   
      

                	
                  (1)

                	
                  Call
      transferred to the subscriber by means of a roaming
    service;

                


        

         

        
          	
                   
      

                	
                  (2)

                	
                  Collect
      call to which the subscriber has given his
  agreement;

                


        

         

        
          	
                   
      

                	
                  (3)

                	
                  Call
      created by dialing a service number containing the access code 1-800, that
      was allocated to the subscriber under an agreement with
    him;

                


        

         

        
          	
                   
      

                	
                  (4)

                	
                  The
      subscriber’s share in a call created by dialing a service number
      containing the access code 1-700 (split debit), that was allocated to the
      subscriber under an agreement with
him.

                


        

         

        
          
            	
                    75.9A18) 

                  	
                    Inception

                  


          

        

         

        
          
            	
                  	
                    (a)

                  	
                    The
      Licensee may collect from a subscriber who initiates a call by means of
      access code 1-800, whose destination is on another licensee’s network, a
      lower rate than the one applying to the subscriber for a call not
      initiated through such an access code, provided it does not exceed the
      amount set by agreement between the Licensee and the other licensee, and
      in the absence of such agreement – does not exceed the amount set by the
      Minister2.

                  


          

        

         

        
          	
                   
      

                	
                  (b)

                	
                  That
      stated in subsection (a) shall not apply to calls destined for 1-800
      numbers with a special numbering format that were allocated to the
      international operators for the purpose of providing international
      telecommunication message services, as this term is defined in the
      international operator’s licenseA).

                


        

         

        
          
            
              
                
                  	
                          75.10 

                        	
                          The
      payment for airtime will be determined in the manner set out
      below:

                        


                

              

               

               

                
                  

                

              

              
                
                  Inception
The Inception of Section is on December 15, 2002.  

                

                2 On
November 26, 2002, the Minister issued a directive prescribing as follows: For a
call originating in a cellular network and destined for a Bezeq subscriber for a
1-800 service Bezeq will transfer to the cellular licensee a sum of 22 agorot
per minute (excluding VAT); Bezeq may collect this amount from the 1-800
subscriber; In addition, the cellular licensee will collect from its subscriber,
who initiated the call, a sum not exceeding 22 agorot per minute (excluding
VAT).  

                
                  A)
Simultaneous two-directional voice transfer and simultaneous transfer of fax
messages, in an international telecommunications system.

                

                 

              

              
                
                  
                  

                

                
                  67

                  
                    

                  

                

                
                  
                  

                

                General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

                  Combined
Version, as at November 5, 2008

                   

                   

                

              

            

          

        

        
          	
                   
      

                	
                  (a)

                	
                  The
      payment for airtime will be determined according to an airtime unitA31);
      For the purpose of calculating the payment, a part of an airtime unit
      shall be deemed the same as a whole airtime
  unit.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  VoidA46).

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  The
      duration of the call for payment purposes is from the moment the
      connection is established between the subscriber who initiated the
      connection (hereinafter – the calling subscriber) and the subscriber
      receiving the call, until the moment when the call is terminated, which is
      the moment when an instruction to terminate the connection is received
      from the calling subscriber or from the subscriber receiving the call; The
      duration of the connection setup time, until the moment the connection is
      established, and the duration of the disconnection time, from the moment
      the instruction to terminate the connection is received until it is
      actually implemented, is not included in the count of the duration of the
      call.

                


        

         

        
          In this
regard, subscriber receiving the call – including a voice
mailbox.

        

         

        
          “Voice mailbox” – an
installation or device forming part of the cellular system, designed to
enable the calling subscriber to leave a voice message for the called
subscriberA40).

        

         

        
          	
                   
      

                	
                  (d)

                	
                  A40)
      Regarding a call that is transferred to a voice mailbox, the Licensee
      shall play to the calling subscriber an introductory voice message,
      lasting at least 2 seconds (in this subsection – “message”), and will
      enable the calling subscriber, at his option, to disconnect the call
      without any debit, in the course of the message, or within a reasonable
      time being not less than one second after the end of the message (“reasonable time”). In
      such case, the moment of establishing the connection with the subscriber
      receiving the call, within the meaning of subsection (c) above, will be
      deemed to occur at the end of the reasonable
  time.

                


        

         

        
          The
wording of the message will be: “The call is being transferred to a voice
mailbox,” and it will be articulated clearly and at a reasonable speed. In this
subsection, “call transferred
to a voice mailbox” – excluding a call originating in an international
telecommunications system.

        

        


         

        
          	
                  75A.

                	
                  A25)Completion
      of a Call in Another Public Telecommunications
    Network

                


        

         

        
          The
payment for completion of a call to be collected by the Licensee shall not
exceed the interconnection rate specified in the Telecommunications Regulations
(Payments for Interconnection), 2000.

        

        


         

        
          	
                  75B.

                	
                  A2A25)Completion
      of an SMS on Another Public Telecommunications
    Network

                


        

         

        
          The
Licensee may collect from a subscriber for the transfer of an SMS which is being
transferred from end-user equipment that is connected to the network to end-user
equipment that is connected to a cellular system of another cellular licensee, a payment not
exceeding the payment which the Licensee collects from the subscriber for the
transfer of an SMS which is transferred from end-user equipment that is
connected to the network to end-user equipment that is connected to the network,
plus a payment not

           

          
            
              
              

            

            
              68

              
                

              

            

            
              
              

            

          

          General license for Cellcom Israel Ltd.
for the provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          exceeding
the rate for the transfer of an SMS specified in the Communications Regulations
(Telecommunications and Transmissions) (Payments for Interconnection),
2000.

        

         

        
          For
purposes of this section –

        

         

        
          “SMS” –
telecommunications messages comprised of writing, including signs or symbols,
transferred from end-user equipment that is connected to the network, to
end-user equipment that is connected to the network or to a cellular system of another cellular
licensee.

        

        


         

        
          	
                  75C.

                	
                  A27)Temporary
      Order

                


        

         

        
          	
                   
      

                	
                  Notwithstanding
      that stated in section 75B, for the period beginning May 9, 2004 and
      ending February 9, 2005A29),
      the following provisions shall
apply:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  The
      Licensee may collect from a subscriber for the transfer of an SMS which is
      destined for end-user equipment that is connected to a cellular system of another
      cellular licensee
      (hereinafter – “inter-network SMS”) a payment not exceeding the payment
      which the Licensee collects from the subscriber for the transfer of an SMS
      which is transferred from end-user equipment that is connected to the
      network to end-user equipment that is connected to the network, plus a
      payment not exceeding the rate for the transfer of an SMS specified in the
      Communications Regulations (Telecommunications and Transmissions)
      (Payments for Interconnection), 2000, less a rate of 0.7%8.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  The
      Licensee may collect from a subscriber payment for an inter-network SMS as
      stated in subsection (a), even if its transfer to the called subscriber
      was not completed.

                


        

        


         

        
          	
                  76. 

                	
                  Publication of
      Rates

                


        

         

        
          	
                  76.1

                	
                  The
      Licensee shall provide to anyone so requesting, at the service offices and
      at the call centers, free of charge, full and detailed information
      concerning the up-to-date rates for all its services, including the
      payment for completion of a call; The Director may instruct the Licensee
      concerning the manner and format of publication of the
    rates.

                


        

         

        
          	
                  76.2

                	
                  The
      Licensee shall indicate in every account sent to a subscriber the package
      of services according to which the subscriber is being
      debited.

                


        

         

         

          
            

          

        

        
          8 The 0.7%
reduction is based on a report received from some  cellular operators
concerning the rate of inter-network SMS messages that did not reach their
destination. Section 75C was enacted as an temporary order, with
the  cellular operators to make the necessary adjustments in
the  cellular systems and in the interconnection arrangements between
them to enable full implementation of section 75B of their license. To remove
doubt, it is clarified that this temporary order was enacted only for a limited
time,  owing to difficulties that were pointed out by
the  cellular operators concerning the possibility of receiving
information about non-completion of an SMS on another  cellular
network; However, beyond this, nothing may be inferred from this temporary
arrangement concerning permission to collect payment for an SMS that was not
transferred to its destination, and said arrangement does not detract from the
Ministry’s basic position according to which, in general, no payment may be
collected for a telecommunications service that was not
realized.

           

        

        
          
            
            

          

          
            69

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  76.3

                	
                  The
      Director may request to receive from the Licensee at any time details of
      the rates charged by it.

                


        

        


         

        
          	
                  77. 

                	
                  VoidA43)

                


        

        


         

        
          	
                  77A. 

                	
                  Fraud
      Prevention

                


        

         

        
          	
                  77A.1

                	
                  The
      Licensee shall take suitable and reasonable steps to prevent fraud and
      shall maintain a control and follow-up system for verifying, to the extent
      possible, that the calls for which the subscriber is being debited were
      actually made from end-user equipment connected to the Licensee’s cellular system in the
      subscriber’s name.

                


        

         

        
          	
                  77A.2

                	
                  The
      Licensee shall disconnect the service to the subscriber’s end-user
      equipment after receiving at the service offices the subscriber’s
      notification that the end-user equipment was lost or stolen, or that there
      is a possibility that someone else is making calls through the end-user
      equipment without having received permission to do so; The subscriber may
      give such a notification by telephone or in writing, including by fax or
      email; Upon receipt of a telephone notification or immediately after
      receipt of a written notification, the Licensee shall verify its
      reliability and disconnect the
service.

                


        

         

        
          	
                  77A.3

                	
                  The
      Licensee shall cooperate with other licensees in locating and preventing
      fraud.

                


        

         

        
          
            
            

          

          
            70

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        Part
C – Changes in the Rates

         

        
          	
                  78.A43) 

                	
                  Change in the
      Rates

                


        

         

        
          	
                   
      

                	
                  Subject
      to that stated in section 75, the Licensee may change the rate that was
      set by it for any service or basket of services (in this section –
      “service”), provided:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  It
      submits to the Director a written notice giving details of the new rate,
      before such rate goes into effect;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  It
      gave prior written notice to every subscriber who joined the service;
      Notwithstanding that stated, notice regarding a reduction may be given to
      the subscriber up to one month after the
  reduction.

                


        

         

        
          For
purposes of this section, “change” – any change in a rate resulting in an
increase or reduction in the payment before VAT which a subscriber is required
to pay for the Licensee’s
services.

        

         

        
          	
                  79. 

                	
                  Start of an Increase
      or Reduction in a Rate

                


        

         

        In case
of an increase or reduction in any rate for cellular services according to
the provisions of the license, such increase or reduction shall not apply to
payments made for such a service prior to the starting date of the increase or
the reduction; An increase or reduction shall apply only to cellular services provided to a
subscriber after the date of the increase or reduction; This section shall not
apply to a rate adjustment ordered by the Minister under section
83(A).

         

        
          	
                  80. 

                	
                  Arrears in
      Payment

                


        

         

        
          	
                  80.1

                	
                  The
      Licensee may debit a subscriber arrears interest, linkage differences and
      collection costs on payments for cellular services which
      were not paid by a subscriber on their stipulated payment date, in a
      payment notice sent to the subscriber, according to the contract between
      themA33)
      (hereinafter – the payment date).

                


        

         

        
          	
                  80.2

                	
                  VoidA43)

                


        

         

        
          	
                  80.3

                	
                  The
      amount of the arrears interest shall not exceed the rate specified in the
      definition of “linkage differences and interest” in section 1 of the
      Adjudication of Interest and Linkage Law, 1961, plus linkage differences
      for the period between the stipulated payment date and the actual payment
      date of the specified amount.

                


        

         

        
          	
                  80.4

                	
                  A33)The
      Licensee may debit a subscriber collection costs on a payment for a
      service which it provided to the subscriber, which was not paid on the
      payment date (hereinafter – the amount of the debt), provided at least
      fourteen (14) days have elapsed from the payment date, excluding a case of
      nonpayment due to the bank’s or the credit-card company’s refusal to pay a
      debit for the collection of which the Licensee received an authorization;
      The amount of the collection costs to be collected by the Licensee shall
      be reasonable and in proportion to the amount of the debt and the actions
      which the Licensee must take in order to collect it.: In this regard,
      “collection costs” – including legal handling by the Licensee or someone
      acting on its behalf, of the collection of the amount of the debt before
      application is made to the courts.

                


        

         

        
          
            
            

          

          
            71

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        Part
D – Miscellaneous

         

        
          	
                  81. 

                	
                  Onetime Debit for
      Connection Fee

                


        

         

        
          If the
Licensee decides to collect a connection fee as defined in section 74(A), it may
debit a subscriber a connection fee only for the connection of the subscriber
for the first time to the cellular network and the
provision of the cellular
services, or for a connection after the termination of a service under section
71 or the termination or disconnection of a service under section
72.

        

         

        
          	
                  82. 

                	
                  Collection of
      Subscription Fee in
Installments

                


        

         

        
          The
Licensee may collect the connection fee as stated in section 81 for connection
to the cellular system in
a number of installments, at the times agreed upon with the subscriber and in
the amount specified in the contract.

        

         

        
          	
                  83. 

                	
                  Harm to Competition or
      to Consumers

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  If
      the Minister finds that any of the Licensee’s rates or any payment
      required to be made to or through the Licensee is contrary to the
      provisions of the License, the Minister shall notify the Licensee in that
      regard, indicating the correction that needs to be made and that if the
      Licensee fails to do so, the Minister will act pursuant to his power under
      sections 5 and 15 of the Law; The Licensee shall send the Minister a
      written notification setting out the corrected rate and shall act to
      refund the excess amount, if any, which a subscriber was debited according
      to the rate prior to its
correction.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  If
      the Minister finds that any of the Licensee’s rates or any payment
      required to be made to or through the Licensee is unreasonable or is
      liable to harm competition or the consumers, the Minister shall notify the
      Licensee in that regard, indicating the correction that needs to be made
      and that if the Licensee fails to do so, the Minister will act pursuant to
      his power under sections 5 and 15 of the Law; The Licensee shall send the
      Minister a written notification setting out the corrected
    rate

                


        

         

        
          
            
            

          

          
            72

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

      

      
        
 

        CHAPTER G: PAYMENTS FROM THE
LICENSEE, LIABILITY, INSURANCE AND GUARANTEE

        


        Part A – Royalties and
PaymentsA16)

        


         

        
          	
                  84. 

                	
                  Royalties

                


        

         

        
          	
                  84.1

                	
                  The
      Licensee shall pay royalties as prescribed in the Telecommunications
      Regulations (Royalties), 2001, or in any other regulations replacing them
      (hereinafter – “the
      Royalties Regulations”).

                


        

         

        
          	
                  84.2

                	
                  To
      every payment of royalties under this section the Licensee shall attach
      two copies of an unaudited quarterly income report, signed by the Licensee
      and certified by an accountant; The report shall contain a detailed
      calculation of the liable income according to the Royalties Regulations,
      and any other particular on which the Licensee based the amount of the
      royalties.

                


        

         

        
          	
                  84.3

                	
                  Upon
      the submission of an annual income report audited and signed by the
      Licensee’s accountant (hereinafter: “the audited report”),
      the Licensee shall submit a report, prepared by quarters, setting out the
      adjustment between the income on which it paid royalties, and the income
      appearing in the audited report (hereinafter – “the adjustment
      report”).

                


        

         

        
          	
                  84.4

                	
                  If
      it becomes apparent that the amount of the royalties to be paid by the
      Licensee, according to the adjustment report, is greater than the amount
      paid by it for the quarter to which the audited report relates, the
      Licensee shall pay royalties differences, in addition to interest and
      linkage differences, as prescribed in the Royalties
      Regulations.

                


        

         

        
          	
                  84.5

                	
                  If
      it becomes apparent that the amount of the royalties paid by the Licensee
      is greater than the amount it was required to pay for the quarter to which
      the audited report relates, the Licensee shall be credited with the amount
      of the excess payment; The excess payments to which the Licensee is
      entitled shall be offset, pursuant to a written approval of the Director,
      from the next payment of royalties, and linkage differences and interest
      shall be calculated according to the last index published before the date
      of the offset; In this regard – interest and linkage differences, as
      prescribed in the Royalties
Regulations.

                


        

         

        
          	
                  85. 

                	
                  Arrears in the Payment
      of Royalties

                


        

         

        
          The
Licensee shall pay linkage differences, arrears interest and collection costs,
as set forth in the Royalties Regulations, on royalties that were not paid at
the time stipulated therefore in the regulations.

        

         

        
          	
                  86. 

                	
                  Payment
      Method

                


        

         

        
          Royalties
as well as linkage differences, arrears interest and collection costs in respect
thereof shall be paid to the Ministry of Communication’s accountant by a bank
transfer to the ministry’s account.

        

         

        
          	
                  87. 

                	
                  Other Mandatory
      Payments

                


        

         

        
          The
royalties under this Part shall be in addition to any other fee, tax or
mandatory payment which the Licensee is required to pay under any
law.

           

          
            
              
              

            

            
              73

              
                

              

            

            
              
              

            

            General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

              Combined
Version, as at November 5, 2008

               

               

            

          

        

        Part
B – Liability and Insurance

        


         

        
          	
                  88. 

                	
                  Definition of Scope of
      Insurance

                


        

         

        
          In this
Part, “use of the license” – setup, installation, maintenance, upkeep or
operation of the cellular system, whether by the Licensee itself or through
anyone acting on its behalf, including its employees, contractors, agents or
representatives.

        

         

        
          	
                  89. 

                	
                  Licensee’s
      Liability

                


        

         

        
          	
                  89.1

                	
                  The
      Licensee shall be liable at law for death, damage or loss to the body or
      property of any person, directly or indirectly resulting from or
      consequent on the use of the
license.

                


        

         

        
          	
                  89.2

                	
                  When
      using the license, the Licensee shall take all reasonable precautions to
      prevent damage or loss to the body or property of any person, and where
      such damage or loss was caused due to the use of the license, the Licensee
      shall repair the damage at its expense and compensate the aggrieved party,
      all subject to any law, excluding a case in respect of which the Minister
      granted the Licensee immunity as specified in section
  90.

                


        

         

        
          To avoid
doubt, this section shall not impose on the Licensee liability beyond the
liability in torts established in the regular law of torts.

        

         

        
          	
                  90. 

                	
                  Immunity from
      Liability

                


        

         

        
          	
                  90.1

                	
                  The
      Minister may, at the Licensee’s request, grant it all or any of the
      immunities enumerated in Chapter I of the Law, subject to that stated in
      section 90.3.

                


        

         

        
          	
                  90.2

                	
                  The
      Licensee shall set out in its request the immunities which it is
      requesting and the reasons
therefore.

                


        

         

        
          	
                  90.3

                	
                  If
      the Minister is persuaded of the necessity of granting the Licensee the
      immunities under Chapter I of the Law, he shall publish his decision in a
      notice in Reshumot.

                


        

         

        
          	
                  91.

                	
                  Making an Insurance
      Contract

                


        

         

        
          	
                  91.1

                	
                  The
      Licensee shall make, at its expense, an insurance contract with a licensed
      insurer according to the terms contained in section 92; The insurance
      contract shall be presented to the Director at the time of the grant of
      the license.

                


        

         

        
          	
                  91.2

                	
                  The
      Licensee shall indemnify the State in respect of any financial liability
      as stated in section 89.1, for which it may be held liable towards a third
      party due to the use of the license; Any indemnity under this section
      shall be insured by the Licensee for liability
  insurance.

                


        

         

        
          	
                  91.3

                	
                  The
      Licensee shall insure itself, including its employees and contractors,
      against any financial liability as stated in section 89.1, for which it
      may be held liable at law owing to damage caused to the body or property
      of a person from the use of the license, and against any loss or damage
      caused to all or a part of the cellular system from the use of the
      license, including against third party
risks.

                


        

         

        
          	
                  91.4

                	
                  The
      Licensee shall submit to the Director an opinion of a lawyer specializing
      in insurance, confirming that the insurance policy covers everything
      required in sections 

                


        

         

        
          
            
            

          

          
            74

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            91.2 and
91.3; The Licensee shall attach to the opinion a copy of the insurance contract
and its attachments; Said documents shall be submitted to the Director within 7
days of the signing of the insurance contract and shall be attached to this
license as Addendum G.

          

           

          
            
              
              

            

            
              75

              
                

              

            

            
              
              

            

            General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

              Combined
Version, as at November 5, 2008

               

               

            

          

        

        
          	
                  92. 

                	
                  Conditions in the
      Insurance Contract

                


        

         

        
          	
                  92.1

                	
                  The
      insurance contract shall specify the period of insurance and shall
      stipulate that at the end of the period of insurance the insurance shall
      be extended automatically.

                


        

         

        
          	
                  92.2

                	
                  The
      Licensee shall present to the Director, once a year, the insurer’s
      confirmation that the insurance contract is valid, there are no arrears in
      the Licensee’s payments of the premiums and there are no pending notices
      concerning the cancellation, suspension, limitation, amendment or
      termination of the insurance
contract.

                


        

         

        
          	
                  92.3

                	
                  The
      insurance contract shall stipulate that in the event the insurer wishes to
      cancel the insurance contract, owing to nonpayment of the premium, it must
      give the Director prior notice in that regard not less than 90 days before
      the contract is actually due to be cancelled (hereinafter in this section
      – cancellation notice).

                


        

         

        
          	
                  92.4

                	
                  If
      a cancellation notice has been sent as stated in section 92.3, the
      Licensee shall act immediately to eliminate the cause of the cancellation,
      or shall act immediately to obtain an alternative insurance contract as
      stated in section 92.6, and it shall notify the Director of the actions it
      took for this purpose; Where the cause of cancellation was nonpayment of
      the premium by the Licensee, the Director may pay the premium in the
      Licensee’s stead, and he may exercise the bank guarantee or any part
      thereof to cover amounts which he expended on payment of the premium or
      collect them in any other manner.

                


        

         

        
          	
                  92.5

                	
                  If
      the Licensee wishes to cancel the insurance contract, it must notify the
      Director in that regard at least 45 days before the contract is actually
      due to be cancelled.

                


        

         

        
          	
                  92.6

                	
                  If
      the Licensee has agreed to the cancellation of the insurance contract by
      the insurer or itself wishes to cancel the insurance contract, it shall
      make an insurance contract with another licensed insurer, in such manner
      that the new insurance contract will come into effect simultaneously with
      the lapse of the previous contract; The new insurance contract shall be
      submitted for approval to the Director, together with an opinion as stated
      in section 91.4, 45 days before its effective date, and it shall be
      subject to the provisions of the sections in this
  Part.

                


        

         

        93.           Remedy for Breach of
Conditions with Respect to Insurance

         

        
          	
                   
      

                	
                  If
      the Licensee did not make an insurance contract, or if it becomes apparent
      that the insurance contract which it made was cancelled or expired, the
      Director may effect insurance and pay the premium in the Licensee’s stead,
      and it may exercise the bank guarantee to cover amounts expended by it on
      the insurance or collect them in any other manner; All the foregoing
      without derogating from the authority to cancel, restrict or suspend the
      license owing to the Licensee’s failure to effect insurance according to
      the terms of this license.

                


        

         

        
          
            
            

          

          
            76

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

      

      
        


         

        Part
C – Guarantee to Secure Fulfillment of the Terms of the License

        


         

        
          	
                  94. 

                	
                  The Guarantee and Its
      Purpose

                


        

         

        
          	
                  94.1

                	
                  A30)The
      Licensee shall present to the Director an unconditional bank guarantee in
      favor of the State of Israel, in shekels, equivalent to ten (10) million
      US dollars, as security for fulfillment of the terms of the License; The
      guarantee is attached to this license as Addendum H to the Second
      Schedule.

                


        

         

        
          	
                  94.2

                	
                  The
      guarantee shall serve as security for fulfillment of the terms of the
      license and for compensation and indemnification of the State for any
      damage, payment, loss, detriment or expense caused or liable to be caused
      to the State – whether directly or indirectly – due to nonfulfillment of
      all or any of the terms of the license, fully and on time, or due to the
      cancellation, restriction or suspension of the
  license.

                


        

         

        
          	
                  95. 

                	
                  Exercise of the
      Guarantee

                


        

         

        
          	
                  95.1

                	
                  Without
      derogating from the general purport of section 94.2, the Director may
      exercise the guarantee, in whole or in part, if damage is caused due to
      nonfulfillment of the terms of the license, including in each of the cases
      set out below:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  The
      State incurred a loss of income from royalties owing to a lack of revenues
      from subscribers’ payments, including by reason
  of:

                


        

         

        
          	
                   
      

                	
                  (1)

                	
                  Failure
      to operate the cellular services at a time stipulated therefore in the
      timetable determined by the Director, or as approved by the
      Director;

                


        

         

        
          	
                   
      

                	
                  (2)

                	
                  Discontinuation,
      suspension or restriction of
services;

                


        

         

        
          	
                   
      

                	
                  (3)

                	
                  Restriction
      or suspension of the license;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  No
      insurance contract was made according to sections 91-92, the premium was
      not paid, or the insurance contract was cancelled or
    expired;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  The
      Licensee is debiting its subscribers for payments contrary to that stated
      in section 75;

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  The
      Licensee is not complying with the coverage and service quality
      requirements as stated in Appendix B, or the Licensee consistently stops,
      suspends or limits the service contrary to the provisions of the
      license;

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  The
      Licensee does not convert the cellular system to a digital technology by
      the date specified in Appendix B.

                


        

         

        
          	
                   
      

                	
                  (f)

                	
                  The
      Licensee consistently or willfully violates any of the provisions, terms
      or requirements of the license;

                


        

         

        
          	
                   
      

                	
                  (g)

                	
                  A
      claim or demand was submitted against the State for payment of
      compensation and damages due to a violation of a condition in the license
      or faulty implementation of the license or due to the cancellation of the
      license, and where the State incurred expenses due to such claim or
      demand; The exercise of the

                


        

         

        
          
            
            

          

          
            77

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            guarantee
for the purpose of covering the amount of a claim as stated, shall be done only
after the judgment in that claim has become absolute;

             

          

        

        
          	
                   
      

                	
                  (h)

                	
                  Royalties
      according to section 74 were not paid fully and on
  time;

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  The
      State incurred costs or damage due to the cancellation of the
      license;

                


        

         

        
          	
                   
      

                	
                  (j)

                	
                  The
      Licensee did not complete the guarantee fees as specified in sections 96.2
      and 79.2.

                


        

         

        
          	
                   
      

                	
                  (k)

                	
                  A16)The
      Licensee did not present the license fee on the required date, as
      stipulated in section 40.1 of the conditions of Tender No.
      1/01.

                


        

         

        
          	
                   
      

                	
                  (l)

                	
                  A16)A
      monetary sanction was imposed on the Licensee in accordance with the law,
      and the required amount was not paid on time, provided no amount above the
      amount of the sanction is
collected.

                


        

         

        
          	
                  95.2

                	
                  The
      Director may exercise the guarantee as stated in this Part also by reason
      of an expected violation of the terms of the license or frustration of the
      terms of the license that justify, at his discretion, early exercise of
      the guarantee.

                


        

         

        
          	
                  96. 

                	
                  Manner of Exercise of
      the Guarantee

                


        

         

        
          	
                  96.1

                	
                  The
      Director may exercise the guarantee, in whole or in part, up to the amount
      specified therein, provided it warned the Licensee that if it does not
      correct the act or omission the subject of the warning within the period
      specified in the warning – the guarantee will be exercised, in whole or in
      part.

                


        

         

        
          	
                  96.2

                	
                  If
      the entire amount of the guarantee or a part thereof was exercised, the
      Licensee shall provide a new guarantee or complete the balance up to the
      original amount of the guarantee immediately upon the Director’s demand;
      Failure to complete the amount of the guarantee as stated shall constitute
      a material breach of the terms of the license, and the Director may –
      without derogating from his authority to cancel, restrict or suspend the
      license – exercise any remaining balance of the
  guarantee.

                


        

         

        
          	
                  96.3

                	
                  The
      Licensee may appeal a decision of the Director to exercise the guarantee,
      in whole or in part, before the Minister within 15 days of being notified
      of the Director’s decision.

                


        

         

        
          	
                  97. 

                	
                  Term of Validity of
      the Guarantee

                


        

         

        
          	
                  97.1

                	
                  The
      guarantee shall be valid throughout the term of validity of the license
      and for A16)two
      years after the end of the term of the license, or until the Licensee
      satisfies all its obligations under the license to the Director’s
      satisfaction – according to the later of these two
  dates.

                


        

         

        
          	
                  97.2

                	
                  If
      the Director determines that the Licensee did not satisfy all its
      obligations under the license, within 60 days before the expiry of the
      term of the guarantee, he may require the Licensee to extend the term of
      the guarantee or to present a new guarantee, within the period specified
      by the Director; The new guarantee shall be valid up to the date specified
      by the Director or until the Licensee satisfies, to the Director’s
      satisfaction, all its obligations under the licenses – according to the
      later of these two dates; If the

                


        

         

        
          
            
            

          

          
            78

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

          
            Licensee
fails to present a new guarantee as stated, the Director may exercise the
guarantee.

          

           

        

        
          	
                  97.3

                	
                  Where
      the Director confirmed receipt of a guarantee the validity of which may be
      extended from time to time upon his demand, the Licensee shall extend the
      validity of the guarantee before the expected end of its term, for a year,
      unless the Director exempted it from this obligation; If the Director did
      not grant an exemption from the obligation to extend the validity of the
      guarantee, and the validity of the guarantee was not extended at the
      specified time, the Director may exercise the guarantee in its entirety
      without advance warning.

                


        

         

        
          
            
            

          

          
            79

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  98. 

                	
                  Preservation of
      Remedies

                


        

         

        
          	
                  98.1

                	
                  Exercise
      of the guarantee, in whole or in part, does not derogate from the
      authority to cancel, restrict or suspend the
  license.

                


        

         

        
          	
                  98.2

                	
                  The
      amount of the guarantee shall not serve to limit the scope of the
      Licensee’s liability towards the State for payment of the full damages
      caused to it, where the Licensee is obligated to make such payment under
      the license or by law.

                


        

         

        
          	
                  98.3

                	
                  The
      exercise of the guarantee, in whole or in part, shall not derogate from
      the Director’s right to demand from the Licensee in any other manner
      payment for damages which it is obligated to cover under this license or
      to exercise other reliefs that are available to him by
  law.

                


        

         

        
          
            
            

          

          
            80

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        CHAPTER EIGHT – SUPERVISION
AND REPORTING

        


        Part
A: Supervision of Licensee’s Activities

        


         

        
          	
                  99. 

                	
                  Supervisory
      Power

                


        

         

        
          The
Director or anyone authorized by him for this purpose may supervise the
Licensee’s activities with respect to the implementation of the license and
compliance with the provisions of the Law, the Ordinance and the Regulations
pursuant thereto.

        

         

        
          	
                  100. 

                	
                  Preservation of
      Confidentiality

                


        

         

        
          The
Director and anyone engaging on his behalf in supervising the Licensee shall not
disclose any information or document coming into their possession by virtue of
their function, to a person who is not authorized to receive such information or
document, unless it was already published in public or disclosure is necessary
for the performance of their function under this license or by
law.

        

         

        
          	
                  101. 

                	
                  Entry to Premises and
      Inspection of Documents

                


        

         

        
          For the
purpose of exercising the supervision as stated in this Part, the Director
may:

        

         

        
          	
                   
      

                	
                  (a)

                	
                  Enter
      at any reasonable time any facility or office used by the Licensee to
      provide its services under this
license.

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Carry
      out measurements and tests on the cellular system, and he may inspect any
      record, document, plan, account book, ledger or data base, whether regular
      or computerized, of the Licensee or of anyone employed by the Licensee in
      subjects over which the Director has supervisory power as stated; The
      Director may inspect them and copy them in any manner he deems
      fit.

                


        

         

        
          	
                  102. 

                	
                  Cooperation

                


        

         

        
          The
Licensee shall cooperate with the Director or with anyone authorized by him with
respect to the exercise of supervision over its activities as stated, and
without derogating from the general purport of the aforesaid, it shall allow
them to carry out that stated in sections 100 and 101 and shall furnish to them,
upon their demand, any information in its possession or control that is required
by them for the exercise of the supervision.

           

          
            
              
              

            

            
              81

              
                

              

            

            
              
              

            

            General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

              Combined
Version, as at November 5, 2008

               

               

            

          

        

        Part
B: Reporting and Correction of Defects


         

        
          	
                  103.A43) 

                	
                  Duty of Submission of
      Reports

                


        

         

        
          	
                  103.1

                	
                  The
      Licensee shall submit to the Director the reports specified in this
      license, in the format and at the times stipulated in this
      part.

                


        

         

        
          	
                  103.2

                	
                  Every
      report shall reflect the correct facts relating to the subject thereof,
      updated for the period of the
report.

                


        

         

        
          	
                  103.3

                	
                  A
      report shall be submitted in two (2) copies, printed and prepared in an
      easily readable form, bearing the date of its preparation and signed by
      the Licensee or whoever it authorized for this purpose; The report shall
      be submitted in a format as directed by the Director, including with
      respect to its contents, structure and manner of
    submission.

                


        

         

        
          	
                  103.4

                	
                  The
      Director may require the Licensee to prepare anew or to complete a report
      which it submitted, if he found it lacking in necessary details or details
      which, in the Director’s opinion, should have been included by the
      Licensee in the report.

                


        

         

        
          	
                  104.A43)

                	
                  Types of
      Reports

                


        

         

        
          The
Licensee shall submit to the Director, at his request and at least once a year,
at the end of the calendar year and not later than ninety (90) days thereafter,
annual reports describing its activity in the period from January to December of
the past year:

        

         

        
          	
                   
      

                	
                  (a)

                	
                  Financial
      statement audited and signed by an
accountant;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Subscribers
      report, including the following
data:

                


        

         

        
          	
                   
      

                	
                  (1)

                	
                  Number
      of subscribers broken down according to business and private subscribers
      and according to post-paid and
pre-paid;

                


        

         

        
          	
                   
      

                	
                  (2)

                	
                  Amount
      of income broken down according to subsection (1), with each type of
      income from interconnection appearing separately, and broken down as well
      according to airtime and added-value
services.

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Report
      on the use of frequencies according to Chapter D Part
  C;

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  Addendum
      A – “Particulars of Licensee” updated as of the beginning of January, as
      detailed in section 20.1.

                


        

         

        
          	
                  104.2

                	
                  The
      Licensee shall submit to the Director once a quarter, not later than a
      month after the end of the quarter, the following
  reports:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Unaudited
      quarterly financial statement signed by an
  accountant;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Unaudited
      quarterly income report signed by an accountant, giving details of income
      on which royalties are payable;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Traffic
      report – in a format as directed by the
  Director.

                


        

         

        
          
            
            

          

          
            82

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  104.3

                	
                  The
      Licensee shall submit a report on any special occurrence, as set out in
      regulation 8 of the Control
Regulations.

                


        

         

        
          	
                  104.4

                	
                  The
      Licensee shall submit to the Director the following report, at his
      request:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Report
      concerning development works of the
network;

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  Malfunctions
      report – containing a brief description and discussion of the malfunctions
      that occurred in the network, the number of malfunctions and the
      cumulative duration of malfunctions of each type, an analysis of the
      malfunctions and the steps taken to repair
them;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  Service
      quality report – Analysis of the Licensee’s compliance with the
      requirements of sections 49 to 51 and Addendum E – Level of Services for
      Subscribers, during the period of the
report;

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  Complaints
      report – detailing the written service complaints that were submitted by
      subscribers, including the subject of the complaints, the dates on which
      they were received, the written response given, the manner in which they
      were dealt with and details of the activity of the Public
      Ombudsman;

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  List
      of the Licensee’s rates;

                


        

         

        
          	
                   
      

                	
                  (f)

                	
                  Updated
      engineering program;

                


        

         

        
          	
                   
      

                	
                  (g)

                	
                  Encumbrances
      report – The Licensee must report to the Director immediately any case of
      imposition of an attachment or encumbrance on any of the Licensee’s assets
      or any case of an encumbrance on means of control in the Licensee, any
      realization of such encumbrances or voidance of any right of the Licensee
      in an asset; The Licensee must also submit to the Director, at his
      request, a report detailing all such
  encumbrances.

                


        

         

        
          	
                   
      

                	
                  (h)

                	
                  Report
      on number of subscribers, income and minutes broken down according to
      private and business subscribers, and within each category – broken down
      according to subscribers for programs priced according to an “inclusive
      standard rate” and subscribers for programs priced separately for payment
      in respect of “airtime” and interconnection, in a format as directed by
      the Director;

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  Nuisance
      subscribers report as detailed in section
65A.9;

                


        

         

        
          	
                   
      

                	
                  (j)

                	
                  Any
      other data required for performance of control on the Licensee’s
      activities, and any information required by the Ministry for regulating
      the telecommunications sector.

                


        

         

        
          	
                  104.5

                	
                  The
      Director may add or remove periodical, annual or quarterly reports, and he
      may request the Licensee to submit special reports as directed by
      him.

                


        

         

        
          
            
            

          

          
            83

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  105.A43)

                	
                  Notice Concerning a
      Defect

                


        

         

        
          	
                  105.1

                	
                  Where
      the Director finds defects or deficiencies in the Licensee’s activities,
      he shall notify the Licensee thereof in
writing.

                


        

         

        
          	
                  105.2

                	
                  If
      the Licensee received a notification as stated, it shall submit to the
      Director, within thirty (30) days from receipt of the notification, its
      written response detailing the measures taken by it to correct the defects
      indicated therein.

                


        

         

        
          	
                  106.A43) 

                	
                  Void.

                


        

         

        
          
            
            

          

          
            84

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

        Combined
Version, as at November 5, 2008

      

       

      
        


        CHAPTER I –
MISCELLANEOUS

         

        
          	
                  107. 

                	
                  The License as an
      Exhaustive Document

                


        

         

        
          	
                  107.1

                	
                  The
      Licensee’s rights, obligations and powers with respect to the setup,
      maintenance and operation of the cellular system and the provision of
      services by means thereof, originate in and derive exclusively from and
      according to this license.

                


        

         

        
          	
                  107.2

                	
                  Void.A2)

                


        

         

        
          	
                  108. 

                	
                  Keeping the License
      Document and Returning the
License

                


        

         

        
          	
                  108.1

                	
                  The
      Licensee shall keep the license documents in its office and shall allow
      the public to inspect their true and up-to-date copies; In case the terms
      of the license are modified, the Licensee shall attach the modification
      wording to said license documents.

                


        

         

        
          	
                  108.2

                	
                  A16)If
      the license and its documents are made available for public inspection,
      the public shall not be allowed to inspect the following documents, which
      are included in the Second Schedule to the
  License:

                


        

         

        
          	
                   
      

                	
                  (a)

                	
                  Appendix
      A – Details of the Licensee;

                


        

        
          	
                   
      

                	
                  (b)

                	
                  Appendix
      B – Engineering program;

                


        

        
          	
                   
      

                	
                  (c)

                	
                  VoidA43);

                


        

        
          	
                   
      

                	
                  (d)

                	
                  Appendix
      G – Insurance contract;

                


        

        
          	
                   
      

                	
                  (e)

                	
                  Appendix
      H – Bank guarantee;

                


        

        
          	
                   
      

                	
                  (f)

                	
                  Appendix
      I – Special services for the security
forces;

                


        

        
          	
                   
      

                	
                  (g)

                	
                  Appendix
      L – Special services for the security forces – security addendum
      (confidential);

                


        

        
          	
                   
      

                	
                  (h)

                	
                  Appendix
      M – Security directives;

                


        

        
          	
                   
      

                	
                  (i)

                	
                  Appendix
      N – Letters of undertaking.

                


        

         

        
          	
                  108.3

                	
                  The
      license documents are the property of the State and are entrusted to the
      Licensee for the term of validity of the license; Upon the cancellation or
      expiry of the license, the Licensee shall return the license with all its
      documents to the Director.

                


        

         

        
          	
                  108.4

                	
                  A16)The
      Licensee shall allow the public to inspect the license documents via the
      Internet; The Licensee may do this also by way of referral to the website
      of the Ministry of Communications, as long as the Ministry publishes the
      license on its website.

                


        

         

        
          	
                  108.5

                	
                  A16)The
      Ministry may publish the license, excluding the appendices indicated in
      section 108.2, at the time and in the manner deemed fit by
    it.

                


        

         

        
          	
                  109. 

                	
                  Postponement of
      Deadline

                


        

         

        
          	
                  109.1

                	
                  A
      duty imposed on the Licensee in this license, for which a performance
      deadline has been set, must be performed by the Licensee within the
      deadline.

                


        

         

        
          	
                  109.2

                	
                  A2)The
      Director, at the Licensee’s request, may postpone a deadline set as
      stated, if it deems it impossible to perform the duty within such deadline
      for reasons of force majeure.

                


        

         

        
          
            
            

          

          
            85

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  110. 

                	
                  Reserving of
      Liability

                


        

         

        
          Any
approval or supervisory authority granted under this license to the Minister or
to the Director, including the exercise of such authority, shall not impose on
them any liability which is imposed by this license on the Licensee, and shall
not derogate or detract from or void or diminish the Licensee’s liability as
stated.

        

         

        
          	
                  111. 

                	
                  Notices

                


        

         

        
          	
                  111.1

                	
                  A
      notice concerning this license or its implementation shall be in writing
      and shall be delivered by hand or dispatched by registered post with
      confirmation of delivery; A notice sent by registered post as stated shall
      be presumed to have reached its destination by the end of 48 hours from
      the time of its delivery for
dispatch.

                


        

         

        
          	
                  111.2

                	
                  Any
      notice of the Licensee to the Minister shall be delivered or sent through
      the Director.

                


        

         

        
          	
                  111.3

                	
                  The
      Licensee’s address for receipt of notices under this section is: 10
      Hagavish St., Poleg Industrial Area, Netanya 42140; The Licensee shall
      notify the Director immediately of any changes in this
      address.

                


        

         

        
          
            
            

          

          
            86

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

          

        

        First Schedule

        List of Services and
Measures for Quality of ServiceA16)

        


        


        
          	
                  1.  

                	
                  General

                


        

         

        
          	
                  1.1.  

                	
                  This
      Schedule includes the list of services the Licensee will provide, under
      the conditions set out in Section B of Chapter E – “Level of Services for
      Subscribers”.

                


        

        


        
          	
                  1.2.  

                	
                  The
      services will be provided in each of the technologies operated by the
      Licensee, unless otherwise noted in the License or in the Schedule to the
      License.

                


        

        


        
          	
                  1.3.  

                	
                  Wherever
      the term: “Support in Various
      Languages” is used, this denotes support in at least these
      four languages: Hebrew, Arabic, English and
  Russian.

                


        

        


        
          	
                  1.4.  

                	
                  A43)
      The Licensee must include in the service dossier at least the
      following details:

                


        

        


        
          	
                	
                  a.  

                	
                  Name of the service:
      Name of the service, including its trade name and a general description of
      the service.

                


        

         

        
          	
                	
                  b.  

                	
                  Detailed description of the
      service: Among other
      things  –

                


        

         

        Is it a
new service / expansion of an existing service / combination of services /
is there any need for a pretrial;

        Manner of
operating the service;

        Date on
which provision of the service is to commence;

        Availability
and measures for quality of service;

        Support
centers;

        Price of
the service;

        Target
audience of the service;

        How to
order the service;

        Process
of connecting to the service;

        Implications
or effects of this service on other services.

         

        
          	
                	
                  c.  

                	
                  Engineering
      description:

                


        

         

        Description
and block diagram of the system;

        End-user
equipment – dedicated equipment for receiving the service.

         

        
          	
                	
                  d.  

                	
                  Miscellaneous:

                


        

         

        The need
for numbering;

        Required
coordination with other licensees or entities.

        


        
          
            
            

          

          
            First
Schedule - 1

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  2.  

                	
                  List of
      Services

                


        

        


        
          
            	
                    2.1. 

                  	
                    Basic
      Telephone Services 

                  


          

        

        


        
          	
                  No.

                	
                  Name
      of Service

                	
                  Description
      of Service

                	
                  Date
      provided

                	
                  Measures
      for quality of service

                	
                  Remarks

                
	
                  1.

                	
                  Cellular
      Calls

                	
                  Telephone
      calls to and from Licensee’s subscribers to any telephone or other
      appropriate end user equipment in another public telecommunications
      network in Israel or throughout the world

                	
                  Existing
      service

                	
                  98%
      availability

                	 
      
	
                  2.

                	
                  Emergency
      Calls

                	
                  Free
      dialing to emergency services determined by the Director (for example:
      police, ambulance, fire dept., etc). Caller will be referred to the
      emergency hotline according to the services provider’s definition with
      reference to the subscriber’s location.

                	
                  Existing
      service

                	
                  98%
      availability

                	
                  According
      to the Director’s  rules

                


        

        


        


        
          	
                  2.2.  

                	
                  Related
      Services

                


        

        


        
          	
                  No.

                	
                  Name
      of Service

                	
                  Description
      of Service

                	
                  Date
      provided

                	
                  Measures
      for quality of service

                	
                  Remarks

                
	
                  1.

                	
                  Call
      Waiting

                	
                   Subscriber
      may receive incoming calls while on another call. Subscriber may cancel
      service at will.

                	
                  Existing
      service

                	
                  99.9%
      availability

                	 
      
	
                  2.

                	
                  Selective
      Call Waiting

                	
                   Only
      calls from a list of numbers defined by the subscriber will activate call
      waiting alert

                	
                  Future
      service

                	
                  99.9%
      availability

                	 
      
	
                  3.

                	
                  Call
      Forwarding

                	
                  Diversion
      of incoming calls to a phone number at the subscriber’s
      choice:

                  Always

                	
                  Existing
      service

                	
                  99.9%
      availability

                   

                	 
      
	
                   

                


        

         

        
          
            
            

          

          
            First
Schedule - 2

            
              

            

          

          
            
            

          

          
            General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

          

           

          
             

            
              	 	 	
                      When
      busy

                    	 	 	 
	 	 	
                      When
      call is not answered

                    	 	 	 
	 	 	
                      When
      subscriber unavailable

                    	 	 	 
	
                      4.

                    	
                      Selective
      Call Forwarding

                    	
                      Diversion
      of incoming calls according to a list of numbers predefined by the
      subscriber, to another destination at the subscriber’s
choice:

                      · Always

                      · When
      call is not answered

                      · When
      busy

                       

                    	
                      Future
      Service

                    	
                      99.9%
      availability

                    	 
      
	
                      5.

                    	
                      Call
      Transfer

                    	
                      Subscriber
      may transfer call to another telephone number

                    	
                      Future
      Service

                    	
                      99.9%
      availability

                    	 
      
	
                      6.

                    	
                      Hunting
      Group

                    	
                      Determining
      a leading number for a subscriber’s group of numbers: dialing the leading
      number will refer the call to a free number in the group.

                    	
                      Future
      Service

                    	
                      99.9%
      availability

                    	 
      
	
                      7.

                    	
                      Caller
      ID

                    	
                      Caller’s
      number will appear on the screen

                    	
                      Existing
      Service

                    	
                      99.9%
      availability

                    	
                      Depends
      on caller's end  device

                    
	
                      8.

                    	
                      Calling
      ID Restriction

                    	
                      Allows
      blocking subscriber’s number from appearing on call receiver’s screen.
      Block may be permanent or one-time.

                    	
                      Existing
      Service

                    	
                      99.9%
      availability

                    	 
      
	
                      9.

                    	
                      Caller
      Name Announcement

                    	
                      Option
      of identification of caller by voice signature

                    	
                      Existing
      Service

                    	
                      99.9%
      availability

                    	 
      
	
                      10.

                    	
                      Conference
      Call

                    	
                      Establishing
      a call for a number of subscribers simultaneously

                    	
                      Existing
      Service

                    	
                      98%
      availability

                    	 
      
	
                      11.

                    	
                      Closed
      User Group

                    	
                      A
      group of phone numbers than may establish a call only among
      themselves

                    	
                      Existing
      Service

                    	
                      98%
      availability

                    	
                      GSM
      network only

                    
	
                      12.

                    	
                      Voice
      Mail

                    	
                      Storing
      messages of callers to the subscriber in a personal box and allowing
      extraction of such

                    	
                      Existing
      Service

                    	
                      99%
      availability

                    	 
      


            

             

          

        

        
          
            
            

          

          
            First
Schedule - 3

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	
                  13.

                	
                  Advanced
      Voice Mail

                	
                  Voice
      mail system as described in paragraph 12 above, with added “smart”
      element, including visual or audio indication of messages waiting,
      transfer of messages to other platforms and receiving messages from such
      platforms.

                	
                  Existing
      Service

                	
                  98%
      availability

                	 
      
	
                  14.

                	
                  Voice
      Mail Notification

                	
                  When
      message received in voice mail box, the mail box will dial or send message
      to destinations defined by subscriber

                	
                  Future
      Service

                	
                  99.9%
      availability

                	 
      
	
                  15.

                	
                  Voice
      Activated Service

                	
                  Allows
      operation of telephone and basic services, related services and value
      added services by voice

                	
                  Partialy
      existing, Future Service expansion.

                	
                  70%
      chance of correct identification  in regions where signal
      strength is better than 85dbm

                	 
      
	
                  16.

                	
                  Call
      Tracking

                	
                  Allows
      subscriber to send the applicant an indication, while talking, for
      purposes of later identification of source of call.

                	
                  Future
      Service

                	
                  99.9%
      availability

                	
                  Subject
      to law

                
	
                  17.

                	
                  Virtual
      Private Network (VPN)

                	
                  Allows
      short dialing according to a private numbering program

                	
                  Existing
      Service

                	
                  99.9%
      availability

                	
                  For
      subscribers according to relevant types. Currently provided to business
      sector.

                
	
                  18.

                	
                  Centrex

                	
                  Allows
      maintaining a private network while using network
resources

                	
                  Future
      Service

                	 
      	 
      
	
                  19.

                	
                  Facsimile
      Services

                	
                  Allows
      receiving, storing and extracting facsimile messages via
    phone

                	
                  Existing
      Service

                	
                  99.9%
      availability

                	 
      
	
                  20.

                	
                  Roaming

                	
                  Allows
      receiving, extracting and blocking messages abroad

                	
                  Existing
      Service

                	
                  99.9%
      availability

                	
                  Subject
      to availability of foreign operator.
In

                


        

         

        
          
            
            

          

          
            First
Schedule - 4

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	 	 	 	 	 	
                  GSM
      network in 3 months of launching of the network.

                
	
                  21.

                	
                  GPRS
      Roaming

                	
                  Allows
      using certain communications data services while using roaming
      services

                	
                  Future
      Service

                	
                  99.9%
      availability

                	
                  Subject
      to operator availability

                
	
                  22.

                	
                  Toll
      Free Call

                  (1-800)

                	
                  Free
      call to caller. Subscriber – call receiver – is charged for cost of
      call.

                	
                  Future
      Service

                	 
      	
                  According
      to numbering program and Director’s rules

                
	
                  23.

                	
                  Split
      Charge

                  (1-700)

                	
                  Splits
      cost of call between call maker and subscriber receiver

                	
                  Future
      Service

                	 
      	
                  According
      to numbering program and Director’s rules

                
	
                  24.

                	
                  Call
      Screening

                	
                  Defining
      a list of phone numbers subscriber will receive calls from. Call from
      other numbers will be referred to another destination.

                	
                  Existing
      Service

                	
                  99.9%
      availability

                	 
      
	
                  25.

                	
                  Talk
      Two

                	
                  One
      number for two end user equipment units.

                	
                  Existing
      Service

                	
                  99%
      availability

                	 
      
	
                  26.

                	
                  One
      number for two SIM cards

                	
                  cellular
      services for two or more telephones in one number

                	
                  Future
      Service

                	
                  99%
      availability

                	 
      
	
                  27.

                	
                  Two
      numbers for one SIM card

                	
                  Defining
      two telephone numbers for the same SIM card

                	
                  Future
      Service

                	
                  99%
      availability

                	 
      
	
                  28.

                	
                  Change
      of number announcement

                	
                  A
      caller to a subscriber will receive an announcement of the subscriber’s
      new number, and will be given the option of directing the call to the new
      number.

                	
                  Existing
      Service

                	
                  99.9%
      availability

                	
                  GSM
      network only

                
	
                  29.

                	
                  Wake-up
      Service

                	
                  Allows
      subscriber to request the system call him at an hour
    defined.

                	
                  Future
      Service

                	
                  Precision
      of service approx. 5

                	 
      


        

         

        
          
            
            

          

          
            First
Schedule - 5

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	 	 	 	 	
                  minutes.
      99.9% availability

                	 
	
                  30.

                	
                  Camp
      on busy line

                	
                  Call
      automatically put through to busy number when number frees
    up.

                	
                  Future
      Service

                	
                  99.9%
      availability

                	 
      
	
                  31.

                	
                  Personal
      Number Service

                	
                  Allows
      subscriber to define calls to a certain number be forwarded to various
      destinations according to parameters set by subscriber.

                	
                  Future
      Service

                	
                  99.9%
      availability

                	 
      
	
                  32.

                	
                  Collect
      Call

                	
                  Cost
      of call to be paid by subscriber receiver, after
    confirmation.

                	
                  Existing
      Service

                	
                  99.9%
      availability

                	
                  Between
      licensed  subscribers only

                
	
                  33.

                	
                  Message
      Distribution

                	
                  Distribution
      of messages to a list of addressees, using various
    platforms

                	
                  Future
      Service

                	
                  99.9%
      availability

                	 
      
	
                  34.

                	
                  Hot
      Billing

                	
                  Provides
      updated information to subscriber regarding his bill with the applicant
      via various platforms

                	
                  Future
      Service

                	
                  99%
      availability

                	 
      
	
                  35.

                	
                  Over
      the Air Services (OTA)

                	
                  Update
      of data and applications on SIM card via SMS by the applicant. Running
      applications from SIM card will be performed by subscriber, using end
      device.

                	
                  Future
      Service

                	
                  99%
      availability

                	 
      
	
                  36.

                	
                  Account
      Code Billing

                	
                  Splitting
      charge for one phone number into separate accounts. Subscriber’s
      instructions regarding the account to be billed will be performed by
      punching a code at the beginning or during a call.

                	
                  Future
      Service

                	
                  99%
      availability

                	 
      
	
                  37.

                	
                  Star
      Services

                	
                  Allows
      establishing a connection by dialing a short access code according to
      applicant’s internal numbering program.

                	
                  Existing
      Service

                	
                  99.9%
      availability

                	 
      
	
                  38.

                	
                  Short
      Messages

                	
                  Allow
      receiving and

                	
                  Existing

                	
                  99%

                	
                  Depends  on
      end user

                


        

         

        
          
            
            

          

          
            First
Schedule - 6

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	 	
                  Service
      (SMS)

                	
                  sending
      written messages via phone

                	
                  Service

                	
                  availability

                	
                  equipment

                
	
                  39.

                	
                  Circuit
      Switch Data (CSD)/High speed circuit switch data (HSCSD)

                	
                  Access
      to data service using a dial-up modem on phone or independent dial
      modem

                	
                  Existing
      Service

                	
                  98%
      availability

                	
                  Depends  on
      end user equipment

                
	
                  40.

                	
                  Data
      communications in Packet Switch

                	
                  Subscriber
      connection via phone or independent  modem to TCP/UDP/IP
      communications for broadcasting using packet switch

                	
                  Existing
      Service

                	
                  98%
      availability on best effort basis

                	
                  Depends  on
      end user equipment

                
	
                  41.

                	
                  Discontinuation
      of Service

                	
                  Discontinuation
      of service  upon subscriber's request

                	
                  Existing
      Service

                	
                  Will
      be performed  no later than the next business day after
      subscriber's request

                	 
      
	
                  42.

                	
                  POC
      (Push to Talk Over Cellular)

                	
                  Call
      made by pressing a button on cellular end user equipment

                  Call
      may be private (between subscriber and subscriber) or group on data
      communications network

                	
                  Service
      Exists (just started)

                	
                  According
      to service file

                	
                  According
      to temp. provision

                


        

        


        


        
          	
                  Temporary
      Provision

                	 	
                  The
      Licensee will allow operation of Push to Talk Over Cellular services
      (hereinafter: the Service) to any subscriber who is a legal entity
      (individual or corporation), provided the number of users (number of
      cellular end user equipment units permitted use of this service,
      hereinafter – end user equipments) in the possession of such subscriber
      does not exceed 20 during the first year starting on the date service
      begins. Notwithstanding the aforesaid, should there be any considerable
      changes in the cellular sector influencing provision of such service, the
      Ministry will consider a shorter period.

                   

                
	
                  Application

                	 	
                  This
      service will not begin before Sunday, the 29th
      day of Tamuz, 5764 (July 18, 2004)

                


        

        


        
          
            
            

          

          
            First
Schedule - 7

            
              

            

          

          
            
            

          

        

        General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

          Combined
Version, as at November 5, 2008

           

           

        

        
          * availability of service is the
percentage of time the service is available, not including availability of basic
services.



        
          	
                  2.3.  

                	
                  Value Added
      Services

                


        

        


        
          	
                  No.

                	
                  Name
      of Service

                	
                  Description
      of Service

                	
                  Date
      provided

                	
                  Measures
      for quality of service

                	
                  Remarks

                
	
                  1.

                	
                  Speaking
      Clock

                	
                  Notice
      of time

                	
                  Future
      Service

                	
                  99.9%
      availability

                	 
      
	
                  2.

                	
                  Directory
      Assistance

                	
                  Allows
      receiving information on phone numbers and automatic establishment of
      calling number so given.

                	
                  Future
      service

                	
                  99.9%
      availability

                	 
      
	
                  3.

                	
                  Connectivity
      to Information and Entertainment Services

                	
                  Allows
      subscriber to connect to information, entertainment, applications and
      content services, whether interactive or noniteractive, whether by
      download, by upload, or by various means of access.

                	
                  Existing
      service

                	
                  99.9%
      availability

                   

                	
                  Depends
      on end user equipment. Subject to Director’s rules

                
	
                  4.

                	
                  Access
      to Internet Provider Services

                	
                  Allows
      subscriber access to internet provider.

                	
                  Future
      Service

                	 
      	 
      
	
                  5.

                	
                  Location
      Based Information & Tracking

                	
                  Receiving
      and sending information depending on location of phone, subject to
      law.

                	
                  Future
      Service

                	 
      	 
      
	
                  6.

                	
                  M-Commerce

                	
                  Connection
      via end user equipment for performing transactions

                	
                  Existing
      Service

                	 
      	
                  Depends
      on end user equipment. Subject to Director’s rules

                
	
                  7.

                	
                  Unified
      Messaging

                	
                  Allows
      subscriber to receive and send voice messages, speaking messages, faxes,
      SMS, E-mail messages, application messages and multimedia files, to and
      from unified cell, allowing the

                	
                  Future
      Service

                	
                   99.9%
      availability

                	
                  Depends
      on end  device

                


        

         

        
          
            
            

          

          
            First
Schedule - 8

            
              

            

          

          
            
            

          

          General license for Cellcom Israel Ltd. for the
provision of mobile radio telephone services by the cellular method
(cellular) 

            Combined
Version, as at November 5, 2008

             

             

          

        

        
          	 	 	
                  convertion
      of the data received from one format to another, as well as access to data
      from various means of access.

                	 	 	 
	
                  8.

                	
                  Telemetry
      Command and Control

                	
                  Use
      of phone or cellular modem for receiving indication and sending orders
      concerning various device operation (for example: alarm systems, inventory
      systems, traffic lights,
      controllers, etc.)

                	
                  Existing
      Service

                	
                  99.9%
      availability

                	 
      
	
                  9.

                	
                  Sponsored
      Call

                	
                  Connection
      during which subscriber will be exposed to commercial information and
      advertisements

                	
                  Future
      Service

                	 
      	
                  Subject
      to law

                
	
                  10.

                	
                  Video
      Conference

                	
                  Allows
      visual and audio communication between a number of users.

                	
                  Future
      Service

                	 
      	
                  Depends
      on end  device

                
	
                  11.

                	
                  Instant
      Messaging

                	
                  Message
      transfer service between “community” participants, organizations, groups
      of friends, groups of people with same interests. Subscriber notifies he
      is on network and ready to receive messages. Service notifies subscriber
      members of group who are in geographic proximity.

                	
                  Future
      Service

                	 
      	 
      
	
                  12.

                	
                  Surf
      & Talk

                	
                  Allows
      subscriber to receive an indication of call waiting and reply while
      connected to internet

                	
                  Existing
      Service

                	
                  99%
      availability

                	
                  Depends
      on end user equipment. GSM network only

                
	
                  13.

                	
                  Personal
      Information Management

                	
                  Access
      and synchronization via end user equipment to personal data
      base.

                	
                  Existing
      Service

                	 
      	
                  Depends
      on end user equipment.

                


        

        
 

        
          
            
              	
                    	
                      ●

                    	
                      availability
      of service is the percentage of time the service is available, not
      including availability of basic
services.

                    


            

          

        

        
        

        


        
          
            
            

          

          
            First
Schedule - 9

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Second Schedule – List of
Appendices

               

              Second Schedule – List of
Appendices

            

          

        

        


        
          	
                  Appendix
      A

                	
                  Particulars
      of Licensee – not available to public;

                
	
                  Appendix
      BA16

                	
                  Engineering
      Plan – not available to public;

                
	
                  Appendix
      C

                	
                  Maintenance
      Scheme – not available to public;

                
	
                  Appendix
      D

                	
                  Uniform
      Engagement Agreement – not attached;

                
	
                  Appendix
      EA16

                	
                  Level
      of Subscriber Services;

                
	
                  Appendix
      FA8

                	
                  Void;

                
	
                  Appendix
      G

                	
                  Insurance
      Contract – not available to public;

                
	
                  Appendix
      HA16

                	
                  Bank
      Guarantee – not available to public;

                
	
                  Appendix
      It3t5

                	
                  Special
      Services for security forces – not available to
    public;

                
	
                  Appendix
      JA6

                	
                  Access
      to International Communications Services;

                
	
                  Appendix
      KA7

                	
                  Discontinuation
      of Services for cellular end user equipments of IS-54
  type;

                
	
                  Appendix
      LA12

                	
                  Special
      Services for security forces – not available to
    public;

                
	
                  Appendix
      MA12

                	
                  Security
      Instructions – not available to public;

                
	
                  Appendix
      NA16

                	
                  Letters
      of Undertaking – not available to public;

                
	
                  Appendix
      OA24

                	
                  Erotic
      Services

                


        

        


        

          
            

          

        

        
          A3
Amendment no.3

        

        
          A5
Amendment no. 5

        

        


        
          
            
            

          

          
            Second
Schedule - 2

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
D

               

              Appendix D – Uniform
Engagement Agreement – Not Attached

            

          

        

        


        Not
Attached

        


        
          
            
            

          

          
            Second Schedule - Appendix D -
1

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
E

               

            

          

        

        Appendix E – Minimum Requirements and Level of
Subscriber ServicesA16)

        


        
          	
                  1.  

                	
                  System
      Performance

                


        

        


        
          	
                  1.1.  

                	
                  The
      system and its services will fulfill performances, qualities and measures
      defined in the Engineering Plan – Appendix
B.

                


        

        


        
          	
                  1.2.  

                	
                  The
      system performance and services will not fall, in any event, from the
      following minimum requirements:

                


        

        


        
          	
                	
                  1.2.1.  

                	
                  Digital Technology: the
      system and the services under the extension of the license will be
      operated using digital technologies, according to relevant international
      standards.

                


        

        


        
          	
                	
                  1.2.2.  

                	
                  Service Coverage:
      

                


        

         

        Subject
to the provisions of section 60.5 of the license, all services will be provided
in the entire coverage area of the system, keeping up minimum requirements in
the matter of quality of service, for twenty four (24) months from the date on
which the service for pay commences.

        


        
          	
                	
                  1.2.3.  

                	
                  Quality of
      Service:

                


        

        


        
          	
                	
                  (A)  

                	
                  In
      this section:

                


        

        


        
          	
                	
                  (1)  

                	
                  “Blocked Calls”:
      calls that cannot be established or messages that cannot be sent
      immediately upon entering the order to connect because of non-availability
      of cellular system resources or resources for connection between the
      cellular system and other systems;

                


        

        


        
          	
                	
                  (2)  

                	
                  “Dropped Calls” –
      calls stopped not by the initiative of the subscriber caller/connector or
      that of the receiving subscriber;

                


        

        


        
          	
                	
                  (B)  

                	
                  Quality
      of service in cellular system will not be less than the
      following:

                


        

        


        
          	
                	
                  (1)  

                	
                  the
      amount of blocked calls during hours of maximum use will not exceed two
      percent (2%);

                


        

        


        
          	
                	
                  (2)  

                	
                  The
      amount of dropped calls during hours of maximum use will not exceed two
      percent (2%);

                


        

         

        
          	
                	
                  (C)  

                	
                  The
      system will uphold the requirements set out in sub-sections (A) and (B)
      ninety-nine percent (99%) of the time during maximum use
      hours;

                


        

        


        
          
            
            

          

          
            Second
Schedule - Appendix E - 1

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
E

               

            

          

        

        
          	
                	
                  (D)  

                	
                  Subject
      to the provisions of section 60.5 of the license, the system will reach
      the level of requirements set out above by no later than twenty four (24)
      months from the date of start of provision of such services for pay; from
      that time, said quality of service will be upheld in all the system’s
      coverage areas;

                


        

        


        
          	
                	
                  (E)  

                	
                  The
      number of blocked and dropped calls will be measured as
      follows:

                


        

        


        
          	
                	
                  (1)  

                	
                  measure
      will relate to the time span of one
hour;

                


        

        
          	
                	
                  (2)  

                	
                  the
      maximum use hour to which the measure will refer will be the busiest hour
      of the system, on the day the measure is
taken;

                


        

        
          	
                	
                  (3)  

                	
                  The
      measure will be taken at the maximum use hours on each of five (5)
      consecutive work days as stated;

                


        

        
          	
                	
                  (4)  

                	
                  The
      final number indicating the likelihood of blocked and dropped calls will
      refer to the average of the five (5) measured over the five (5) said
      consecutive work days, and for each type of service provided by the
      system;

                


        

        


        
          	
                	
                  (F)  

                	
                  Measurement
      and calculation will be performed for each cell separately, for each
      switch separately, and for the entire system; notwithstanding the
      aforesaid, at the written request of the Licensee, the Director may allow
      exceptions to the provisions of section 1.2.3, after having been satisfied
      that there is a true difficulty in performing the measure and calculations
      as stated, provided an alternative measuring and calculation system is
      proposed.

                


        

        


        
          	
                  2.  

                	
                  Customer and
      Subscriber Services Quality
Measures

                


        

        


        
          	
                  2.1.  

                	
                  Services
      for provision of information to customers and subscribers: will be
      given by referral to call centers, at service centers, at the internet
      site, by e-mail, by telephone and by
facsimile.

                


        

        


        
          	
                  2.2.  

                	
                  Standards for
      accessibility and provision of
  information:

                


        

        


        
          	
                	
                  (A)  

                	
                  A
      call center will be available twenty four (24) hours a day, all days of
      the week except on Yom Kippur.

                


        

        


        
          	
                	
                  (B)  

                	
                  The
      call center will be manned at least thirteen (13) hours a day Sundays
      through Fridays, and five (5) hours a day on Fridays and eves of
      holidays.

                


        

         

        
          	
                	
                  (C)  

                	
                  The
      reply at the call center will be within a reasonable time. Should the
      Director observe that the waiting time at the call center is not
      reasonable, he may set measures for response
  time.

                


        

        


        
          
            
            

          

          
            Second
Schedule - Appendix E - 2

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
E

               

            

          

        

        
          	
                	
                  (D)  

                	
                  A
      caller to a call center during unmanned hours will be referred to a
      message box to leave a message, and will receive a reply on the following
      day.

                


        

        


        
          	
                	
                  (E)  

                	
                  The
      Licensee will operate additional channel allowing subscribers to contact
      it for provision of information and for queries, such
  as:

                


        

        
          	
                  -  

                	
                  Computerized
      voice system IVR;

                


        

        
          	
                  -  

                	
                  queries
      via post;

                


        

        
          	
                  -  

                	
                  queries
      via fax;

                


        

        
          	
                  -  

                	
                  queries
      via e mail.

                


        

        


        
          	
                	
                  (F)  

                	
                  The
      Licensee will publish its service office address and telephone number of
      the call center in the following ways, among
  others:

                


        

        
          	
                  -  

                	
                  In
      the engagement agreement with the
subscriber;

                


        

        
          	
                  -  

                	
                  In
      the bills sent to the subscriber;

                


        

        
          	
                  -  

                	
                  In
      any document sent on behalf of the Licensee to the subscriber in a matter
      relating to customer services;

                


        

        
          	
                  -  

                	
                  In
      telephone directories and in telephone information
  centers.

                


        

        


        
          	
                  2.3.  

                	
                  Bills to
      Subscribers

                


        

        


        
          	
                	
                  (A)  

                	
                  Bills
      to subscribers will set out the relevant details for such bill, out of the
      following:

                


        

        


        
          	
                	
                  (1)  

                	
                  monthly
      charge (fixed charge)

                


        

        
          	
                	
                  (2)  

                	
                  duration
      of calls or air time (minutes,
seconds)

                


        

        
          	
                	
                  (3)  

                	
                  volume
      of data use (MB, kB) – if the service provided is charge by volume of data
      transmitted.

                


        

        
          	
                	
                  (4)  

                	
                  Other
      charges (such as for receipt of data, SMS transmission, mobile electronic
      commerce).

                


        

        
          	
                	
                  (5)  

                	
                  Combination
      of the above charge methods.

                


        

        


        
          	
                	
                  (B)  

                	
                  Structure of the
      Bill

                


        

        


        Bills
will be sent in a fixed form, as follows:

        


        
          	
                	
                  (1)

                	
                  Following
      payment; the bill will serve as a receipt,
  including:

                


        

        the
amount for payment not including VAT, rate of VAT and total for payment
including VAT. In this section, the identifying particulars of the Licensee will
be specified, and the identifying particulars of the subscriber.

        


        
          	
                	
                  (3)  

                	
                  The
      Licensee may include information regarding deals and personal notices to
      the subscriber.

                


        

        


        
          	
                  
                  

                	
                  (C)  

                	
                  Production and
      delivery of bills

                


        

        


        
          
            
            

          

          
            Second
Schedule - Appendix E - 3

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
E

               

            

          

        

        
          	
                	
                  (1)  

                	
                  The
      Licensee will produce monthly bills for its subscribers or at any other
      time with subscriber’s consent.

                


        

        


        
          	
                	
                  (2)  

                	
                  A
      subscriber wishing to disengage with the Licensee will receive a final
      bill on the closest date possible, and no later than two months from the
      date of disengagement.

                


        

        


        
          	
                  
                  

                	
                  (3)  

                	
                  Subscriber
      bills may be obtained via post or via any other means agreed upon with the
      subscriber, and to the address chosen by the
  subscriber.

                


        

        


        
          	
                  2.4.  

                	
                  A43)Measures for Handling
      Public’s Applications

                


        

         

        
          	
                  
                  

                	
                  (A)  

                	
                  Level
      of handling a written complaint – The response times for complaints will
      be up to 14 workdays; the response for 5% of complaints will be within a
      month.

                


        

         

        
          	
                  
                  

                	
                  (B)  

                	
                  Measures
      for quality of service of the service centers
–

                


        

        
          	
                	
                  -  

                	
                  90%
      of applications will be handled directly by the service representatives,
      up to completion.

                


        

        
          	
                	
                  -  

                	
                  Not
      more than 10% of applications, some due to escalation of complaints, will
      be referred to more senior levels.

                


        

         

        
          	
                	
                  (C)  

                	
                  Applications
      clarified by the senior level – In any case where the Public Ombudsman’s
      reply to a complaint does not satisfy the applicant, the application will
      be passed on to the managerial level, which will examine the it again and
      reply directly to the applicant. In any event, the applicant will receive
      a response within 30 days from the day of his
  application.

                


        

        


        
          
            
            

          

          
            Second
Schedule - Appendix E - 4

            
              

            

          

          
            
            

          

        

        
          Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

          Consolidated
Version as of November 5, 2008.

          
            Appendix
J


          

        

        


        Appendix
J – Accessibility to International Telecommunications Services A6)

        


        
          	
                  1.  

                	
                  Definitions

                


        

        


        
          	
                  1.1  

                	
                  In
      this document, the following words and terms will have the definitions
      noted at their sides, unless otherwise deriving from the language or
      context:

                


        

         

        
          	
                  Bezeq
      International  -

                	 	
                  The
      Bezeq International Company Ltd.;

                   

                
	
                  Barak
      -

                	 	
                  Barak
      I.T.C. (1995) Company for International Telecommunications
      Services;

                   

                
	
                  Chance
      caller -

                	 	
                  A
      Licensee subscriber, calling abroad using an international operator, using
      a three digit dialing code, as set out in section 2;

                   

                
	
                  Subscriber
      number (or telephone number) -

                	 	
                  A
      group of numbers in a certain order, including area code, the dialing of
      which should create a telecommunication’s connection between the reading
      subscriber’s end user equipment and the reader subscriber’s end user
      equipment; a reader subscriber number may be a subscriber number of a
      number to a call answering center of a subscriber or a number to a call
      answering center of a licensee2

                   

                
	
                  International
      operator -

                	 	
                  Anyone
      providing international telecommunications services to the public in
      Israel under a general license from the Director;

                   

                
	
                  Chosen
      operator -

                	 	
                  An
      international operator chosen by appointment, under the provisions of
      section 43

                   

                
	
                  Access
      code -

                	 	
                  A
      group of numbers in a certain order, the dialing of which allows access to
      a certain telecommunications service of a certain operator; dialing
      additional codes, as needed, and the subscriber number, should create a
      telecommunication connection to the subscriber’s end user equipment4 ; if the access code is a manned call
      center, the service is given via the operator.

                   

                


        

         

          
            

          

        

        
          
            2 The
phone number is determined by the licensee, according to rules and directives
prescribed by the Director.  

          

          
            3 A chosen
operator may be Bezeq International, Barak or Golden Lines.

          

          
            4 for
example: dialing an access code for international services, and after a country
code, area code in that country and telephone number of the designated
subscriber abroad.

          

           

        

        
          
            
            

          

          
            Second
Schedule - Appendix J - 1

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
J


              

            

            


          

        

        
          	
                  Short
      dialing code -

                	 	
                  “00” and
      “188” access code, designated to receive international telecommunications
      services, by direct dialing, or via an operator, as explained in section
      2;

                
	 	 	 
	
                  Golden
      Lines -

                	 	
                  The
      Golden Lines International Communications Services
  Company;

                
	 	 	 
	
                  Subscriber
      ascription -

                	 	
                  The
      technically defining action an internal operator performs in his switch so
      that his subscriber’s calls, performed through a shortened dialing code,
      are channeled into the chosen operator’s switch;

                
	 	 	 
	
                  Outgoing
      ITMS calls -

                	 	
                   Transferring
      a verbal message or facsimile message via an international
      telecommunications service, initiated by a Licensee
      subscriber;

                
	 	 	 
	
                  Ingoing
      ITMS calls -

                	 	
                  Transferring
      a verbal message or facsimile message via an international
      telecommunications service, initiated by an international
      caller;

                
	 	 	 
	
                  International
      Telecommunications Services -

                	 	
                  Telecommunications
      services given to the public in Israel, under license from the Director,
      via an international operator’s international telecommunication
      services;

                
	 	 	 
	
                   ITMS
      service

                	 	
                  International
      telecommunications message service, that is, two-directional simultaneous
      transfer of talk and simultaneous transfer of facsimile messages, in an
      international telecommunications
system.

                


        

        


        
          	
                  1.2  

                	
                  Words
      and expressions in this document not defined above shall have the meaning
      as defined in the Law, regulations enacted by virtue thereof, in the
      Interpretation Law, 5741 – 1981, or as set out in the appropriate places
      in the Licensee’s general license and in the International Operators’
      licenses, unless otherwise deriving from the language or
      context.

                


        

         

         

        
          	
                  2.  

                	
                  Allocation of Access
      Code

                


        

        


        
          	
                	
                  2.1  

                	
                  A
      Licensee will channel subscriber dialing, to the international operators’
      switches, for access to international telecommunications’ services, using
      the following codes:

                


        

        


        
          	
                	
                  (A)  

                	
                  double-digit access code
      – the ‘00’ access code, which will serve as short access code for
      international telecommunications services provided by a chosen operator;
      the Licensee will channel a subscriber dialing the prefix ‘00’ to the
      chosen operator;

                


        

        


        
          
            
            

          

          
            Second
Schedule - Appendix J - 2

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
J


              

            

            


          

        

        
          	
                	
                  (B)  

                	
                  triple-digit access code
      – an access code of ‘01X’ type, which will serve as an access code
      for international telecommunications services provided to a chance user;
      the Licensee will channel any subscriber dialing the prefix ‘01X’ code to
      the international operator according to the X digit; the X digit is the
      international operator’s code, according to the
  following:

                


        

        


        
          	
                	
                  1.  

                	
                  ‘2’
      – code for Golden Lines’ services;

                


        

        
          	
                	
                  2.  

                	
                  ‘3’
      – code for Barak services;

                


        

        
          	
                	
                  3.  

                	
                  ‘4’
      – code for Bezeq International
services;

                


        

        


        
          	
                	
                  (C)  

                	
                  ‘188’ access code – that
      will serve as a number for operator services; any subscriber dialing ‘188’
      will be channeled by the Licensee to the chosen operator’s operator
      services;

                


        

        


        
          	
                	
                  (D)  

                	
                  four-digit access code –
      numbers of the ‘18XY’ type, that will serve as an access code for various
      international telecommunications services of any and all international
      operators; any subscriber dialing ‘18XY’ will be channeled by the Licensee
      to the international operator according to the X digit; the X digit is the
      code of the international operator under section 2.1(B); the Y digit is
      any number from 1 to 9 and the 0 digit; the use of the Y digit will be
      determined by the Director, under advisement with the international
      operators, in order to ensure uniformity and fair competition; each
      international operator will be allocated ten (10) such four digit numbers/
      these numbers will be accessible for both the chosen operator’s
      subscribers and for chance callers.

                


        

        


        
          	
                  2.2  

                	
                  If
      the Licensee allows its subscriber the use of another short dial code
      (such as +), instead of the “00” dial code (hereinafter: a special code),
      all the provisions and rules applicable to the short “00” dial code will
      apply to the special code as well.

                


        

        


        
          	
                  2.3  

                	
                  Dial
      by pre-paid program for unidentified subscribers who are not blocked for
      outgoing ITMS calls will be possible only using three-digit access codes
      of the 01X type, and four-digit access codes of the 18XY type; upon
      dialing a short access code or a special access code, a voice announcement
      will be heard referring the customer to dial via said access codes
      available to him.

                


        

        


        
          	
                  2A.

                	
                  A23
      Subscriber
      Access to Outgoing ITMS
Calls:

                


        

        


        
          	
                  2A.1

                	
                  The
      Licensee will allow subscribers to act as follows, with regard to outgoing
      ITMS calls:

                


        

        


        
          	
                	
                  (D)  

                	
                  as
      an ascribed subscriber.

                


        

         

        
          
            
            

          

          
            Second
Schedule - Appendix J - 3

            
              

            

          

          
            
            

          

        

        
          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
J


            

          

          


        

        
          	
                	
                  (E)  

                	
                  As
      blocked

                


        

        
          	
                	
                  (F)  

                	
                  As
      a chance caller only.

                


        

        


        


        
          	
                  3.  

                	
                  Blocking Outgoing
      International Calls and Removal of the
  Blocking

                


        

        


        
          	
                  3.1

                	
                  The
      Licensee will block outgoing ITMS calls, and may also block collect
      incoming ITMS calls for any subscriber requesting to block access to
      international services or subscribers for whom the international service
      for outgoing ITMS calls has been stopped or cut off, in accordance with
      the conditions of the License; the licensee may not block incoming ITMS
      calls except collect calls.

                


        

        


        
          	
                  3.2  

                	
                  If
      a block for outgoing ITMS calls has been implemented at a subscriber’s
      request, the Licensee will remove the block as follows: A23

                


        

        


        
          	
                	
                  (A)  

                	
                  If
      the subscriber has asked to join, he will indicate his choice
      international operator who shall serve as his “chosen operator”, by his
      signature on the appropriate form; notice given by means of
      facsimile  will be deemed notice in writing given to by the
      subscriber in this matter.

                


        

        


        
          	
                	
                  (B)  

                	
                  If
      the subscriber has asked to be a chance caller, he will notify the
      Licensee of such; if the notice is verbal, the Licensee will verify the
      requesting party’s identity.

                


        

        


        
          	
                  3.3  

                	
                  The
      Licensee will perform the block for ITMS or removal thereof, performed in
      accordance with the subscriber’s request, according to the
      following:

                


        

        


        
          	
                	
                  (A)  

                	
                  70%
      - Within one working day of receipt of notice; requests received after
      1500 hours will be deemed having been received on the following work
      day;

                


        

        


        
          	
                	
                  (B)  

                	
                  20%
      - within two working days of receipt of
notice;

                


        

        


        
          	
                	
                  (C)  

                	
                  the
      rest – within 5 working days.

                


        

        


        
          	
                  3.4  

                	
                  The
      Licensee will ensure that a subscriber who has blocked his outgoing ITMS
      calls cannot make outgoing calls using ‘00’ dialing code, ‘01X’ dialing
      code, ‘188’ or ‘18XY’ dialing codes, or using any other code that may come
      in place thereof A23
      .

                


        

         

        
          	
                  3.5  

                	
                  The
      Licensee may collect reasonable payment for performance of a block for
      outgoing ITMS calls or for removal of the
block.

                


        

        


        
          	
                  3.6  

                	
                  Notwithstanding
      that stated in section 3., the Licensee will allow all its subscribers to
      block outgoing ITMS calls before initiation of services for such
      subscriber, free of charge.

                


        

        


        
          
            
            

          

          
            Second
Schedule - Appendix J - 4

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
J


              

            

            


          

        

        
          	
                  3.7  

                	
                  The
      Licensee will verify that all subscribers whose access to outgoing ITMS
      calls has been blocked receive appropriate voice message when dialing
      access codes or telephone numbers for international
    services.

                


        

        


        
          	
                  3.8  

                	
                  If
      a subscriber who has chosen a chosen operator asks to block outgoing ITMS
      calls, the Licensee shall notify such to the chosen operator, within seven
      (7) working days of the date of performance of the
  block.

                


        

        


        


        
          	
                  4.  

                	
                  Choosing a Chosen
      Operator

                


        

        


        
          	
                  4.1  

                	
                  A
      Licensee’s subscriber may notify the international operator in writing, on
      a signed form approved by the Director, regarding his choice of a chosen
      operator through whom such wishes to receive international
      telecommunications services using ‘00’ or ‘188’ access codes; the form
      will including the particulars of the subscriber – first name, last name
      or name of corporation, ID number of ID number of the corporation, address
      and telephone numbers the subscriber asks to define the international
      operator as the chosen operator for, and the date and time when
      instruction regarding the appointment was given. The form will explain
      that any phone number may have one chosen operator only, and such will
      fulfill the requirements prescribed in this matter in the international
      operator’s license7 (hereinafter: the ascription
      form).

                


        

        


        
          	
                  4.2  

                	
                  Subscribers
      may change the chosen operator at any time by written notice on the
      ascription form; for initial ascription made at the subscriber’s request,
      the subscriber will not be asked to pay anything, however the subscriber
      may be charged a reasonable fee for any change in the
      ascription.

                


        

        


        
          	
                  4.3  

                	
                  The
      chosen operator will send the Licensee notice regarding the subscriber’s
      having chosen him as the chosen operator (hereinafter: ascription notice);
      ascription notice will include the subscriber’s particulars - first name
      and last name, address and telephone numbers the subscriber asked to
      define the international operator as the chosen operator for, and the date
      and time of the ascription form on which the subscriber signed; the chosen
      operator will give ascription notice to the Licensee in accordance with
      the ascription forms signed by him; ascription notice will be given via
      magnetic media files, or in any other manner agreed upon between the
      Licensee and the international operators. If two or more ascription
      notices are given to the Licensee, relating to the same telephone number,
      the sc will act in accordance with the ascription notice with the later
      date and hour.

                


        

        


        
          	
                  4.4  

                	
                  If
      a person has asked to become a new Licensee subscriber, he must make note,
      in the request to the international operator of his choice to engage with
      as a chosen operator; the Licensee will allow any new subscriber to choose
      a chosen operator for himself or to block the outgoing ITMS calls, or will
      allow the subscriber to receive ITMS services as a chance caller only;
      ascription services to a chosen operator
or

                


        

         

         

          
            

          

        

        
          7
Attention is called to section 52.3 of the Bezeq license, and section 56.4 to
the Golden Lines and Barak license.


        

        
          
            
            

          

          
            Second
Schedule - Appendix J - 5

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
J


              

            

            


          

          
            connection
as a chance caller, and blocking outgoing ITMS calls will be given to new
subscribers, at the time of initial registration, free of charge A23
..

          

           

        

        
          	
                  4.5  

                	
                  In
      order to choose a chosen operator, and without derogating from the
      aforesaid, the Licensee will act as
follows:

                


        

        


        
          	
                	
                  (A)  

                	
                  the
      Licensee will allow all subscribers having a subscriber line number to
      choose one  chosen operator will be for certain subscriber
      lines, and another for other subscriber
lines;

                


        

        


        
          	
                	
                  (B)  

                	
                  VoidA2A23
      .

                


        

        


        
          	
                	
                  (C)  

                	
                  the
      Licensee will perform ascription of a subscriber within one working day of
      receipt of ascription notice form the chosen operator A2A23.

                


        

        


        
          	
                	
                  (D)  

                	
                  The
      Licensee will report to the international operator regarding completion of
      said subscriber ascription as stated in sub-clause (C) above, including
      change of ascription at the time and under such plan as agreed upon
      between the Licensee and the international operator; the report will
      include particulars of the subscriber – first name, last name or name of
      corporation, address and telephone numbers the subscriber asked to ascribe
      to the international operator.

                


        

        


        
          	
                	
                  (E)  

                	
                  A20
      The Licensee will send a daily modification file of subscriber ascription
      to all international operators (hereinafter: the modification file),
      containing the particulars of the subscribers who ascribed to the
      international operator or who unsubscribed on that day. The modification
      file will be handed over at the time and under such procedure as shall be
      agreed upon between the Licensee and the international operator. The file
      will include the particulars of the subscriber, including at least the
      first name, last name or name of corporation, ID number of ID number of
      the corporation, address and telephone numbers the subscriber asks to
      define the international operator as the chosen operator for.  effect

                


        

        


        
          	
                	
                  (F)  

                	
                  The
      Licensee may request that the Director allow in certain cases, all the
      prescription of rules and limitations on the matter
      of  subscriber ascription, the Licensee will set out the
      technical or operational reasons on which such request is based; if the
      Director consents to the Licensee’s said request, at his professional
      discretion, the Director will prescribe the time frame for the
      applicability of said rules and
limitation;

                


        

        


        
          	
                	
                  (G)  

                	
                  The
      Licensee will submit a written quarterly report to the Director, by the
      15th
      of the month following the end of the quarter; the information in the
      report will be correct as of the last day of the calendar quarter
      preceding the date of the report, and will include the
      following:

                


        

         

         

          
            

          

        

        
          
            effect
This amendment will go into effect by no later than Thursday, the 29th of
Nissan, 5763 (May 1, 2003)

          

           

        

        
          
            
            

          

          
            Second
Schedule - Appendix J - 6

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
J


              

            

            


          

        

        
          	
                	
                  (1)  

                	
                  The
      number of subscribers blocked form international telecommunications
      services;

                


        

        


        
          	
                	
                  (2)  

                	
                  The
      number of subscriber engaged for international services using short
      dialing codes or using special codes, for each of the international
      operators;

                


        

        


        
          	
                	
                  (3)  

                	
                  A23
      The number of subscribers engaged for international services as chance
      dialers only.

                


        

        


        
          	
                  
                  

                	
                  (H)  

                	
                  If
      there should be any disputes between the international operator or between
      the Licensee and the international operator on the matter of a subscribers
      choosing a chosen operator, the matter will resolved by the Director, or
      resolved by an independent arbitrator appointed by the Director, at his
      exclusive discretion.

                


        

        


        
          	
                  4.6  

                	
                  The
      Licensee will channel any subscriber dialing using the ‘00’ prefix or any
      other special prefix for access to international telecommunications
      services, or channeling a call to a Licensee’s subscriber located abroad
      using an international operator (follow-me subscriber service) to the
      chosen operator.

                


        

        


        
          	
                  5.  

                	
                  Void A23

                


        

        


        
          	
                  6.  

                	
                  Block for short
      dialing code

                


        

        


        
          	
                  6.1  

                	
                  Subject
      to the provisions of this appendix, the Licensee will perform a block for
      short dialing code for any subscriber so requestingA23
      .

                


        

         

        
          	
                  6.2  

                	
                  The
      Licensee will perform the block for short dialing code as follows: the
      Licensee will channel the subscriber’s calls using the double-digit ‘00’
      prefix and the ‘188’ prefix to an announcer playing a recorded
      announcement stating the following in Hebrew, English, Arabic and Russian:
      “This service is blocked, for further details please dial ___ (a telephone
      number of the announcer under the provisions of section 6.7)A23
      .

                


        

        


        
          	
                  6.3  

                	
                  Void
      A23

                


        

        


        
          	
                  6.4  

                	
                  Void
      A23

                


        

        


        
          	
                  6.5  

                	
                  Void
      A23

                


        

        


        
          	
                  6.6  

                	
                  Void
      A23

                


        

        


        
          	
                  6.7  

                	
                  The
      Licensee will operate the voice announcement  24 hours a day,
      including Saturdays and holidays, using such method and wording allowing a
      subscriber to receive an explanation regarding the ascription and overseas
      dialing, in Hebrew, English, Arabic and Russian; the explanation will
      include the following matters:

                


        

        


        
          
            
            

          

          
            Second
Schedule - Appendix J - 7

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
J


              

            

            


          

        

        
          	
                	
                  (A)  

                	
                  Performance
      of ascription – the ascription process and where to call in order to
      request the ascription form;

                


        

        


        
          	
                	
                  (B)  

                	
                  How
      one may make an international call when the subscription is blocked for
      short dialing codes;

                


        

        


        
          	
                	
                  (C)  

                	
                  The
      option of blocking overseas dialing and the option of removing such
      block;

                


        

        


        
          	
                	
                  (D)  

                	
                  Where
      one may call in order to find out about additional matters – telephone
      numbers of international operators.

                


        

        


        
          	
                  7.  

                	
                  Interconnection

                


        

        


        
          	
                  7.1  

                	
                  The
      Licensee will connect its system to all international telecommunications
      system, directly or indirectly, according to the terms of its license, in
      a manner allowing provision of international telecommunications services
      to all subscribers through the international telecommunications services
      of all international operators, including outgoing and incoming ITMS
      calls, direct dialing, dialing through an operator (‘188’ service, as
      stated in section 2.2(A)), “Direct Israel” services, collect service (from
      abroad to Israel, from Israel abroad), international 1-800 service
      (incoming and outgoing), calling card services, from any destination
      abroad and to any destination
abroad.

                


        

        


        
          	
                  7.2  

                	
                  The
      technical, operational and commercial arrangements between the Licensee
      and any international operator will allow the provision of the following
      to all subscribers:

                


        

        


        
          	
                	
                  (A)  

                	
                  Quality
      service, including service quality control and means for investigating and
      dealing with subscriber’s complaints regarding quality of
      service;

                


        

        


        
          	
                	
                  (B)  

                	
                  Accurate
      and precise billing of subscriber, including control over the billing and
      means for investigating and dealing with subscriber’s complaints regarding
      incorrect billing and tools and means of identification and prevention of
      fraud and deception;

                


        

        


        
          	
                	
                  (C)  

                	
                  Consumer
      response to subscriber’s queries and questions, including tools and means
      of providing an itemized bill for subscribers, and for investigating
      subscriber’s queries in all matters related to receipt of international
      services.

                


        

        


        
          	
                  7.3  

                	
                  In
      order to implement the provisions of this appendix, the Licensee will act,
      inter alia, as follows:

                


        

        


        
          	
                	
                  (A)  

                	
                  Allow
      any subscriber who has not blocked outgoing international ITMS calls to
      make international calls at any time via his chosen international operator
      or as a chance caller, using dialing methods set out in section
      2;

                


        

        


        
          
            
            

          

          
            Second
Schedule - Appendix J - 8

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
J


              

            

            


          

        

        
          	
                	
                  (B)  

                	
                  Allow
      all subscribers to change their chosen operators; this service will be
      given in return for a reasonable
charge,

                


        

        


        
          	
                	
                  (C)  

                	
                  Take
      reasonable measures to prevent subscriber ascription to a chosen operator
      without his knowledge or against the subscriber’s wishes (“slamming”);
      these measures will include identification of the subscriber and
      verification of the subscriber’s right to receive
  service;

                


        

        


        
          	
                	
                  (D)  

                	
                  Give
      all subscribers, free of charge, service allowing them to identify the
      name of their chosen operators;

                


        

        


        
          	
                	
                  (E)  

                	
                  The
      Licensee will offer non-discriminatory conditions to all international
      operators, including in all matters regarding the commercial conditions,
      billing and collections arrangements, availability of connection
      installations and quality of service; without derogating from the
      generality of the aforesaid, the Licensee will provide service for all
      international operators under equal conditions including in the matter of
      interconnection, provision of infrastructure installations and connection
      services to the network, performance of changes in switching, in
      installations, protocols and network
interface;

                


        

        


        
          	
                	
                  (F)  

                	
                  The
      conditions for interconnection between the Licensee’s system and the
      international operator’s international telecommunications system will be
      reasonable and non-discriminatory; if the parties have not reached any
      agreement, the Minister will determine matters between
    them;

                


        

        


        
          	
                	
                  (G)  

                	
                  A
      copy of any agreement between the Licensee and international operator in
      the matter of interconnection will be delivered to the
      Director;

                


        

        


        
          	
                	
                  (H)  

                	
                  Any
      international operator requesting the particulars of a subscriber refusing
      to make payments to the Licensee designated for the international operator
      for services used via the international operator’s international
      telecommunications system will be given over, whether such subscriber was
      an ascription subscriber or a chance caller; these particulars will
      include the first name, last name or name of corporation, ID number of ID
      number of the corporation, address and telephone
  number.

                


        

        


        
          	
                	
                  (I)  

                	
                  A22
      Allow international operators to collect payment directly for services
      from   subscribers ascribed to such international operator,
      and who have chosen to receive billing and collections services directly;
      the Licensee will have any vital   information required by
      the international operator at his disposal allowing the international
      operator to provide billing and collection services for such aforesaid
      ascribed subscribers;

                


        

        


        
          	
                	
                  (J)  

                	
                  A22
      Provide services under equal and non-discriminatory conditions and for
      such charge not discriminating against an ascribed subscriber who has
      chosen to receive billing and collection services from the international
      operator.

                


        

        


        
          
            
            

          

          
            Second
Schedule - Appendix J - 9

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
J


              

            

            


          

        

        
          	
                  7.4  

                	
                  The
      international operators will bear the costs of implementation of the
      interconnection including the process of survey and blocking short dialing
      codes, and, if so required, for a subscriber’s initial ascription to a
      chosen operator; the rate of payments, as stated, will be determined under
      negotiation between the Licensee and the international operator; the
      Licensee’s shared expenses that cannot be ascribed to a particular
      international operator will be divided equally between all international
      operators; if the parties have not come to an arrangement, the Minister
      will prescribe instructions in these matters, after giving the parties a
      fair opportunity to argue their claims before
  him.

                


        

        


        First
Schedule – Void A23

        


        Second
Schedule – Void A23

        
 

        
          
            
            

          

          
            Second
Schedule - Appendix J - 10

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
K


              

            

            


          

        

        Appendix
K – Discontinuation of Service to Cellular End-User Equipment of the IS-54
typet7

        


        


        


        
          	
                  Definitions

                	
                  1.

                	
                  In
      this appendix -

                
	 	 	 
	
                  “Old
      technology phone” –

                	 	
                  A
      cellular phone operating on IS-54 format;

                
	 	 	 
	
                  “New
      technology phone” -

                	 	
                  A
      cellular phone operating on IS-136 format;

                
	 	 	 
	
                  “Upgradeable
      telephone”  -

                	 	
                  An
      old technology phone that may be upgraded to a new technology
      phone;

                
	 	 	 
	
                  “Date
      of cessation of service” -

                	 	
                  The
      date on which the Licensee ceases to provide cellular services to an old
      technology phone owner.

                
	 	 	 
	
                  “Eligible
      customer” -

                	 	
                  The
      Licensee’s subscriber or customer who has lawfully purchased an old
      technology telephone and has not exchanged or upgraded it to a new
      technology phone;

                
	 	 	 
	
                  “Telephone
      Number” -

                	 	
                  The
      number of the cellular telephone given to a subscriber or customer who
      lawfully purchased an old technology phone and connected to the Licensee’s
      network;

                
	 	 	 
	
                  “Upgrade”
      -

                	 	
                  Exchanging
      the software version of the telephone  upgrades the telephone,
      wherein it becomes a new technology
phone.

                


        

        


        


        
          	
                  Discontinuation
      of service 

                   

                	
                  2.

                	
                  Notwithstanding
      the aforesaid in section C of chapter E of the General License, the
      Licensee may discontinue provision of cellular services to eligible
      customers, provided all the following provisions apply:

                   

                
	
                  Publication
      

                	
                  3.

                	
                  (A)    
      The Licensee will publish an appropriate notice under these provisions in
      three of the largest newspapers in Israel, one of which is published in
      Arabic, on the closest Friday to the date 30 days before the date of
      cessation of service.

                  (B)    
      The Licensee will publish an appropriate notice under these provisions in
      three of the largest newspapers in Israel, one
  of

                


        

        
          

            
              

            

          

          
            t7
Amendment 7

          

           

        

        
          
            
            

          

          
            Second
Schedule - Appendix K - 1

            
              

            

          

          
            
            

          

          
            
              Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

              Consolidated
Version as of November 5, 2008.

              
                Appendix
K


              

            

            


          

        

        
          	 	 	
                  which
      is published in Arabic, on the closest Friday to the date 30 days earlier
      than the end of six months from the date of cessation of
      service.

                
	 	 	 
	
                  Exchange
      of telephone 

                	
                  4.

                	
                  The
      Licensee will exchange an old technology telephone including all
      accessories thereto, including a hands-off device, for a new technology
      telephone, including all accessories thereto, for any eligible customer,
      on the basis of accessory for accessory, including the installation
      thereof, provided the new technology telephone is of no lesser features
      than the new technology telephone’s features, free of any direct or
      indirect charge to the customer.

                   

                
	
                  Upgrade
      

                	
                  5.

                	
                  The
      Licensee will upgrade an eligible customer’s upgradeable telephone, free
      of any direct or indirect charge to the customer.

                   

                
	
                  Telephone
      number 

                	
                  6.

                	
                  The
      Licensee will keep the telephone number allocated to any eligible customer
      before the date of cessation of service for a period of six months from
      the date of cessation of service; after this period the Licensee may
      exchange the telephone number of an eligible customer who did not exchange
      the old technology telephone to a new technology telephone or did not
      upgrade an upgradeable phone during that period.

                   

                
	
                  Notice
      of Application 

                   

                	
                  7.

                	
                  The
      Licensee shall inform the Director in advance and in writing of the day of
      Discontinuation of Service and of the days of Publication as detailed in
      sub-sections 3(A) and (B) above and shall furnish the Director with copies
      of the notices as published.

                
	 	 	 
	
                  Period
      

                	
                  8.

                	
                  The
      Licensee will fulfill the provisions of sections 4 and 5 above starting on
      the date of publication prescribed in sub-section 3(A) above for a period
      of 7 years from the date of cessation of service.

                   

                
	
                  Conditions
      of service 

                	
                  9.

                	
                  The
      provisions of sections 4, 5 and 6 will be deemed a condition of service,
      as defined in section 37B.(A)(1) of the Telecommunications
      Law.

                


        

         

        
          
            
            

          

          
            Second
Schedule - Appendix K - 2

            
              

            

          

          
            
            

          

        

        
          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
O


            

          

          



        

        Appendix
O – Erotic Servicest36 effect

        


        
          	
                  1.

                	
                  Definitions

                


        

        


        
          	
                  1.1

                	
                  In
      this appendix –

                


        

        


        
          	
                  Licensee
      -

                	 	
                  One
      who has been given a general license by the Minister for provision of NDO
      or cellular services;

                   

                
	
                  Telephone
      bill -

                	 	
                  A
      bill given to the subscriber by the Licensee for services
      provided;

                   

                
	
                  Writing
      -

                	 	
                  Including
      via facsimile or electronic mail;

                   

                
	
                  Service
      number -

                	 	
                  A
      number of digits allocated to an erotic services provider by the Licensee,
      given by dialing a telephone number, subject to the provisions of the
      numbering program and administrative provisions in this matter, the
      dialing of which, following a dialed prefix, allows the subscriber access
      to the service;

                   

                
	
                  Services
      provider -

                	 	
                  One
      who provides erotic services via the network, and payment for the service
      is made through the telephone bill; in the matter of erotic services
      provided through dialing a telephone number, access to the services is
      achieved through a service number;

                   

                
	
                  Erotic
      promo -

                	 	
                  Broadcast
      or presentation of an audio or visual message with sexual content,
      including a recorded message, given via a telecommunications facility,
      directly or indirectly, and such message is intended to provide
      information on a service following or to encourage the use thereof,
      provided the broadcast of the message or presentation are made without
      additional charge beyond the charge for a telephone call collected via the
      telephone bill;

                  In
      this matter, “indirectly” – including by way of creating a connection from
      the subscriber’s end user equipment as a condition of providing the erotic
      promo.

                   

                
	
                  Area
      code -

                	 	
                  A
      national area code in such model as prescribed by the Ministry for erotic
      services;

                   

                
	
                  The
      network -

                	 	
                  The
      Licensee’s public telecommunications network.

                   

                
	
                  Erotic
      services -

                	 	
                  Audio
      broadcast or presentation of an audio or visual message with sexual
      content, including recorded messages, given via a telecommunications
      facility, directly or indirectly, including services
      for  dating, chats, or sending messages between chance callers,
      designated or serving, even in part, for sexual
  purposes,

                


        

         

         

          
            

          

        

        
          
            A36
Amendment no. 36  

          

          
            effect
This amendment will go into effect  on the 1st of
Nissan, 5766 (March 30, 2006)

             

          

        

        
          
            
            

          

          
            Appendix
O - 1

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
O


            

          

        

        
          	 	 	
                  which
      are any of the following:

                   

                  (1)  
      A
      service provided through the dialing of a telephone number given by a
      service provider;

                  (2)  
      An
      access service to a closed data base of contents including multimedia
      files, held by the Licensee or by another provider of the service with the
      Licensee’s consent (hereinafter: the “cellular
      portal”).

                  In
      this matter, “indirectly” – including by way of creating a connection from
      the subscriber’s end user equipment as a condition of providing the
      service or for charging for it;

                
	 	 	 
	
                  Payment
      regulations -

                	 	
                  The
      Communications Law (Telecommunications and Broadcasts) (Payment for
      Telecommunications’ Services), 5765 – 2005;

                   

                
	
                  Special
      payment -

                	 	
                   A
      price fixed as stated in section 6, which the subscriber is required to
      pay for erotic services in addition to the regular payment;

                   

                
	
                  Payment
      Per time -

                	 	
                  A
      special payment, the rate of which is determined by the amount of time the
      subscriber used the erotic service;

                   

                
	
                  Regular
      payment -

                	 	
                  One
      of the following:

                   

                  (A) 
      For
      a call within the network – a payment that does not exceed the fixed
      charge according to the rate agreement between the subscriber and the
      Licensee regarding a call to another subscriber in the same
      network;

                  (B) 
      For
      a call from one cellular network to another cellular network or to a
      NDONDO network – payment as set out in sub-section (A) plus a payment that
      does not exceed NIS 0.50 per minute (including VAT);

                  (C) 
      For
      a call from the Bezeq company network to a cellular network – a charge
      that does not exceed that prescribed by the letter D in table A in the
      First Schedule of the Payment Regulations, plus NIS 0.50 per minute
      (including VAT);

                  (D) 
      For
      a call from a NDONDO network, except the Bezeq company network, to a
      cellular network – a charge that does not exceed the fixed charge
      according to the rate agreement between NDO subscribers and NDO, with
      respect to another subscriber number within the same network, plus NIS
      0.50 per minute.

                  (E)  
      For
      erotic services given via the cellular portal – a charge that does not
      exceed the fixed charge according to the rate agreement between the
      subscriber and the Licensee with regard to access service to the cellular
      portal.

                


        

         

        
          	
                  2. 

                	
                   Access
      through Dialing

                


        

        


        
          	
                  2.1  

                	
                  Subject
      to the provisions of section 4, access to erotic services given through
      dial-up will be made available to subscribers via an area code and service
      number.

                


        

        


        
          
            
            

          

          
            Appendix
O - 2

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
O


            

          

        

        
          	
                  3.  

                	
                  Allocation of Service
      Number

                


        

        


        
          	
                  3.1.  

                	
                  In
      the matter of erotic services provided by dial-up, the Licensee may
      allocate a service number to a service provider; in such case, the
      Licensee will allow the service provider to provide services to both the
      Licensee’s subscribers as well as subscriber to other
      licensees.

                


        

        


        
          	
                  4.  

                	
                  Blocking
      Access

                


        

        


        
          	
                  4.1.  

                	
                  A. 

                	
                  A38
      A Licensee will block access to erotic services from all end-user
      equipments connected to the network; without derogating from the
      aforesaid, for the purpose of blocking access to erotic services given
      though the cellular portal, the Licensee may make use of a means of
      blocking, including content filtering programs, provided they efficiently
      block access to said service.

                


        

        


        
          	
                	
                  B. 

                	
                  A38
      Should the Ministry of Communications notify the Licensee that an erotic
      promo is being given through the Licensee’s telephone line or network,
      without access through a service number, the Licensee will cut off said
      line, or block the line from receiving incoming
  calls;

                


        

        


        
          	
                  4.2  

                	
                  A
      subscriber 18 years of age or more may request the Licensee remove a block
      imposed as described in section 4.1AA38
      from his end user equipment.

                


        

        


        
          	
                  4.3  

                	
                  A
      request for such removal of a block will be made in writing, or verbally,
      provided the Licensee has prescribed a procedure allowing accurate
      identification of the requesting
subscriber.

                


        

        
          	 	 
	
                  4.4  

                	
                  If
      a subscriber has so requested a block removed, the Licensee will remove
      the block within a reasonable time, in a manner allowing the subscriber
      access to erotic services via the end user equipment in his
      possession.

                


        

        


        
          	
                  4.5  

                	
                  If
      a block has been removed for erotic services as stated, and the subscriber
      requests that his end user equipment again be blocked for such services,
      the Licensee shall perform the block at the soonest possible opportunity,
      and by no later than 2 work days from the date of receipt of the
      subscriber’s request.

                


        

        


        
          	
                  4.6  

                	
                  The
      first removal of a block against erotic services, made at the subscriber’s
      request as stated in sections 4.2 and 4.3 will be made free of charge; the
      Licensee may charge the subscriber a reasonable fee for any additional
      blocking access to erotic services or for additional removal of such
      block, made at the subscriber’s
request.

                


        

        


        


        
          	
                  5.  

                	
                  Early
      Registration

                


        

        


        
          	
                  5.1 

                	
                  Notwithstanding
      that stated in section 4 above, the Licensee may establish a duty of early
      subscriber registration for receipt of a password, a submission of which
      will be a precondition for receipt of erotic services. The provisions of
      this section do not derogate from the provisions of
      sections  4.2 and 4.3
above.

                


        

        


        


        
          	
                  6.  

                	
                   Special
      Payment

                


        

        


        
          	
                  6.1  

                	
                  If
      special payment is prescribed for erotic services, the rate shall be fixed
      by the Licensee or in agreement between the Licensee and the services
      provider.

                


        

        


        
          
            
            

          

          
            Appendix
O - 3

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
O


            

          

        

        
          	
                  7.  

                	
                  Charging the
      Subscriber

                


        

        


        
          	
                  7.1.  

                	
                  If
      special payment is prescribed for erotic services, the Licensee’s phone
      bill will show the payment for the service separately from charges for the
      Licensee’s other services, unless the subscriber has requested
      otherwise.

                


        

        


        
          	
                  7.2.  

                	
                  The
      Licensee shall provide the subscriber, upon demand and within ten (10)
      working days, details of the special payment for erotic services as
      follows:

                


        

        


        
          	
                	
                  (A)  

                	
                  The
      service number the service
allocated;

                


        

        


        
          	
                	
                  (B)  

                	
                  The
      date and time service was provided;

                


        

         

        
          	
                	
                  (C)  

                	
                  Billing
      time units – when charging per time – the number of time units charged or
      the total amount of the special payment; in the case of a charge according
      to traffic volume (such as MB, KB), the number of volume units
      transferred;

                


        

        


        
          	
                	
                  (D)  

                	
                  The
      sum charged for the service.

                


        

        


        The
Licensee may collect a reasonable fee for specification of the special
payment.

        


        
          	
                  8.  

                	
                  Mandatory
      Tender

                


        

        


        
          	
                  8.1

                	
                  If
      a special payment has been fixed for erotic services provided through the
      network, the Licensee, either himself or via the services provider, will
      play a recorded message at the beginning of the call, containing the
      following details:

                


        

        


        
          	
                	
                  A.  

                	
                  The
      essence of the service;

                


        

        


        
          	
                	
                  B.  

                	
                  Rate
      of special payment for the service, according to payment per time or per
      traffic volume, as the case may be;

                


        

        


        
          	
                	
                  C.  

                	
                  The
      option to discontinue the service, without charge, before the signal is
      heard, as stated in section 8.4.

                


        

        


        
          	
                  8.2  

                	
                  The
      recorded message will be played in the language in which the erotic
      service is provided, in comprehensible language, at a reasonable pace and
      without recording defects.

                


        

        


        
          	
                  8.3  

                	
                  At
      the start of erotic services provided in a language not Hebrew, a message
      will be played announcing the language in which the service is provided,
      and after, the recorded message will be played, as stated in sections 8.1
      and 8.2, in the language in which the service is
  provided.

                


        

        


        
          	
                  8.4  

                	
                  Upon
      completion of the recorded message, as stated in section 8.1, the caller
      will have a 5 second interval, at the end of which a signal indicating the
      start of the erotic services; if the caller disconnected the call before
      the signal was heard, he will not be charged the special payment.
      Alternatively, the caller will be asked to press a certain key on his end
      user equipment in order to confirm that he desires to accept the service,
      and will be charged the special payment only from the moment he so
      acts.

                


        

        


        
          
            
            

          

          
            Appendix
O - 4

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
O


            

          

        

        
          	
                  8.5  

                	
                  If
      a special payment is fixed for erotic services provided by access to the
      cellular portal, the Licensee will notify subscribers regarding the price
      of the service in an obvious and clear manner, providing the subscriber
      the option to disconnect from the service without being charged the
      special payment.

                


        

        


        
          	
                  9.  

                	
                  Licensee – Services
      Provider Relations

                


        

        


        
          	
                  9.1  

                	
                  The
      Licensee may allow a services provider to perform
      telecommunications  operations via its installations in order to
      provide erotic services; the services provider will be exempt from the
      duty of obtaining a license for telecommunications services, under the
      provisions of section 3(5) of the
Law.

                


        

        


        
          	
                  9.2  

                	
                  The
      Licensee will include the provisions of this appendix, mutatis mutandis,
      in the agreement between the Licensee and the services provider, in such
      manner that the services provider will be obligated to fulfill said
      provisions.

                


        

        


        
          	
                  9.3  

                	
                  The
      Licensee will provide the Director with any agreement between such and a
      services provider, upon demand.

                


        

         

         

        
          	
                  10.  

                	
                  Interconnection

                


        

        


        
          	
                  10.1  

                	
                  The
      conditions for interconnection between the network and the Licensee’s
      public telecommunications network, in all matters relating to provision of
      billing and collection services by one Licensee to another licensee, for
      purposes of provision of erotic services given via the network to another
      licensee’s subscriber, will be formalized in an agreement between the
      Licensee and the other licensee; if the parties cannot reach an agreement,
      the Minister will decide on the
matter.

                


        

        


        
          	
                  10.2  

                	
                  The
      Licensee will, upon demand, provide the Director with a signed copy of all
      agreement it has with other licensees in the matter of said
      interconnection.

                


        

        
 

        
          	
                  11.  

                	
                  General

                


        

        


        
          	
                  11.1  

                	
                  The
      Licensee will be responsible to handle all erotic services customer
      complaints, in all matters relating to subscriber access to the service,
      and problems of billing and collection in connection with the service, and
      will establish a mechanism for dealing with customer queries for such
      purpose; the services provider will be responsible to deal with subscriber
      complaints in regard to service content. If the Licensee himself provides
      the erotic services, the Licensee will be responsible to handle erotic
      services customer complaints regarding the service content as
      well.

                


        

        


        
          	
                  11.2  

                	
                  The
      Licensee may not disconnect, stop or harm the basic telephone services of
      a subscriber who has used erotic services and refuses to pay for such,
      however, the Licensee may disconnect such subscriber from continued use of
      the erotic services.

                


        

        


        
          	
                  11.3  

                	
                   The
      Licensee may not provide a subscriber’s particulars to another services
      provider or to others, without the subscriber’s written consent, and only
      after verification of the authenticity of such
  consent.

                


        

        


        
          	
                  11.4  

                	
                  A
      Licensee shall, within three (3) working days, provide any subscriber so
      requesting the following particulars regarding the services provider,
      without charge:

                


        

        


        
          
            
            

          

          
            Appendix
O - 5

            
              

            

          

          
            
            

          

          
            Second
Schedule for Cellcom Israel Ltd. Company’s
General License for Cellular Telephone Network (Cellular) Services.

            Consolidated
Version as of November 5, 2008.

            
              Appendix
O


            

          

        

        
          	
                	
                  A.  

                	
                  The
      name and address of the provider;

                


        

        
          	
                	
                  B.  

                	
                  The
      telephone number at which such provider may be
  reached.

                


        

        


        
          	
                  11.5  

                	
                  The
      provisions of this appendix will apply, mutatis mutandis, to provision of
      erotic services provided as a network service to the Licensee’s
      subscribers only.

                


        

         

        
          	
                  11.6  

                	
                  The
      Licensee may himself provide erotic services, and the provisions of this
      appendix will apply thereto, mutatis
mutandis.

                


        

         

         

        Appendix O -
6