**Exhibit 4.7**

 

**THIS SETTLEMENT AGREEMENT**is made on 24 February 2005

 

**B E T W E E N****:**

 

**(1)****           THALES SA**, a Frenchsociété anonyme having its registered office at 45 rue de Villiers, Neuilly surSeine (92200) (“Thales”); and

 

**(2)****           NICE****SYSTEMS LTD.** an Israeli company having its registered officeat 8 Hapnina Street, Ra’anana, 43107 Israel (“Nice”); and

 

**(3)****           NICE CTI SYSTEMS UKLIMITED**(a company incorporated in England and Wales with registered number03403044) whose registered office is at Tollbar House, Tollbar Way, Hedge End,Southampton, Hampshire SO30 2ZP; and

 

**(4)****           NICESYSTEMS SARL**, a French sociétéa responsabilité limitée  having itsregistered office at 110/112 boulevard Jeans Jaures, 92100, BoulogneBillancourt,  France; and

 

**(5)****           NICESYSTEMS GMBH**(a German company) whose registered office is at Lyonerstrasse44-48, Frankfurt 60528, Germany; and

 

**(6)****           NICESYSTEMS INC.**(a company incorporated under the laws of the State ofDelaware , USA), whose principal place of business is at 301 Route 17North, Rutherford, New Jersey 07070; (together “the Subsidiaries”).

 

**WHEREAS:**

 

A            Thales,Nice and the Subsidiaries signed a Sale and Purchase Agreement on 30 July 2002in connection with the acquisition by Nice of certain assets and liabilities ofThales Contact Solutions Limited, Thales Contact Solutions S.A. Thales ContactSolutions GmbH and Thales Contact Solutions Inc. (the “SPA”).

 

B             TheSPA contained various price adjustment mechanisms and indemnities related tothe assets sold to Nice.

 

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C             On8 September 2004, Nice notified claims to Thales pursuant to Clause 15 (“Debtsand Accounts Receivable”), Clause 16 (“Inventory”), and Clause 18 (“InstemManufacturing Agreement”) of the SPA (the “Claims”).

 

D             Nice,Thales and the Subsidiaries have agreed the following terms of settlement inrespect of the price adjustment mechanisms under the SPA and, in particular, inrespect of any and all claims which Nice and the Subsidiaries may have againstThales howsoever and whensoever arising out of Clauses 15, 16 and 18.

 

**IT IS AGREED**asfollows:

 

**1.****                     **In thisSettlement Agreement, save where the context otherwise requires:

 

**1.1.****                  **words andexpressions defined in the SPA shall have the same meanings in this SettlementAgreement;

 

**1.2.****                  **words inthe singular shall include the plural, and vice versa;

 

**1.3.****                  **except ifprovided differently in this Settlement Agreement a reference to a clause orsub-clause shall be a reference to a clause or sub-clause (as the case may be)of the Settlement Agreement;

 

**1.4.****                  **theheadings in this Settlement Agreement are for convenience only and shall notaffect the interpretation of any provision of this Settlement Agreement;

 

**1.5.****                  **referencesto a “Party” or the “Parties” are to a party or the parties to this SettlementAgreement;

 

**1.6.****                  **referencesto the SPA shall include any amendment thereto entered into between theParties.

 

**2.****                     ****SETTLEMENT**

 

**2.1.****                  **Inconsideration of:

 

2.1.1.                thepayment by Thales to Nice of the sum of USD 2,130,000 (two million one hundredthirty thousand United States dollars); and

 

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2.1.2.                thepayment by Thales ATM, or failing that by Thales, to Nice of €89,399.40 (eightynine thousand three hundred ninety nine point forty euros) in respect of an invoicenumbered “90201” due by Thales ATM to Nice;

 

2.1.3.                Thales’agreement that Nice and the Subsidiaries may retain the benefit of the AccountsReceivable and the Inventory and need not account to it by way of reassignmentof Accounts Receivable or the return of Unsold Inventory as otherwise requiredby Clauses 15 and 16 of the SPA respectively or at all,

 

Nice and the Subsidiaries agree that:

 

2.1.4.                suchpayments are in full and final settlement of the Claims and (except as providedat clause 2.2) hereby release Thales and its subsidiaries from all and anyactual or potential claims or complaints of whatsoever nature, howsoever andwhensoever arising, whether known or unknown, that any of them and/or anyparent, subsidiary, associated or group company of any of them (and/or theirrespective employees and/or officers and/or former employees and/or formerofficers) has or may have against Thales or any of its subsidiaries which havearisen or may arise out of, or which are connected with the price adjustmentmechanisms under the SPA and, in particular, in respect of any and all claimswhich Nice may have against Thales and/or any of its subsidiaries howsoever andwhensoever arising out of Clauses 15, 16 and 18 of the SPA; and

 

2.1.5.                suchpayments are in full and final settlement of all Accounts Receivable and otheramounts owed by Thales and its subsidiaries in respect of goods and/or servicessupplied to any of them by the TCS Group as at or prior to the Completion Dateand hereby release Thales and its subsidiaries from all and any actual orpotential claims or complaints of whatsoever nature, howsoever and whensoeverarising, whether known or unknown, that any of them may have against Thalesand/or any of its subsidiaries howsoever and whensoever

 

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arising in respect of such supplies,save in respect of the payment required under clause 2.1.2 above.

 

**2.2.****                  **Nothingin this Settlement Agreement shall operate to settle, waive, compromise or inanyway prejudice any right of Nice and/or the Subsidiaries with respect to anyexisting and/or potential claim or claims arising pursuant to the SPA which arenot connected with the price adjustment mechanisms and/or Clauses 15, 16 and 18of the SPA, including, without limitation, claims pursuant to Clauses 3(Business Properties), 6 (Liabilities to be Assumed), 11 (Indemnities), 14(Employment), 17 (Warranty Work and Additional Services), 20 (InsuranceClaims), 22 (Warranties and Limitation of Liability) and 25 (Pensions), howsoeverand whensoever arising.

 

**2.3.****                  **ThisSettlement Agreement may be signed in counterpart copies and Nice agrees to faxa copy of this Settlement Agreement, executed respectively by an officer withthe necessary authority to Thales (*faxnumber: +33 1 57 77 84 77 for the attention of: Olivier MAS*) by 10amLondon time on         February 2005.Thales agrees to fax a copy of this Agreement, executed by an officer with thenecessary authority, to Nice (*fax number:+448707 22 4042, for the attention of: John MALINS*) by 10am London timeon         February 2005.

 

**2.4.****                  **AfterThales and Nice have confirmed receipt of the faxes mentioned above bytelephone (*Thales to telephone John MALINSat Nice on +44 8707 22 4042*),

 

2.4.1.                Thalesshall pay to Nice the sum at clause 2.1.1 above within five business days ofthe signature of this Settlement Agreement, and

 

2.4.2.                ThalesATM, or failing that Thales, shall pay to Nice the sum at clause 2.1.2 above,within sixty calendar days of the signature of this Settlement Agreement.

 

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**2.5.****                  **Niceagrees to forward the original of the Agreement faxed to Thales, to Thales (*for the attention of: Olivier MAS, Thales SA, 45 ruede Villiers – 92200 Neuilly sur Seine*). Thales agrees to forward theoriginal signed Agreement faxed to Nice, to Nice (*for the attention of: Stephen DUNNE, NICE CTI Systems UK Limited,Tollbar House, Tollbar Way, Hedge End, Southampton, Hampshire SO30 2ZP*).

 

**2.6.****                  **Thalesshall make the payment at clause 2.1.1 to:

 

NiceSystems Limited

 

CITIBANK(TEL AVIV)

 

SWIFTCODE: _CITIILIT

 

Account Number: 500079029 (through ac. No. 36154271 ofCitibank Tel Aviv with Citibank New York (citius33).

 

**2.7.****                  **ThalesATM or alternatively Thales shall make the payment at clause 2.1.2 to:

 

NiceSystems SARL

 

CITIBANK

 

SWIFTCODE: CTIFRPP IBAN:FR76 1168 9007 0000 6550 6300 522

 

AccountNumber: 655063005-22.

 

**2.8.****                  **Ifpayment of any sum due to be paid under this Settlement Agreement is not madeby Thales or, as the case may be, Thales ATM, on or before the due date forpayment then interest shall accrue on the amount outstanding for the periodfrom the due date to the date of actual payment at the rate of 3% above thebase rate of Barclays Bank plc computed on a daily basis until and includingthe date of payment.

 

**3.****                     ****CONFIDENTIALITY**

 

**3.1.**                   The termsof this Settlement Agreement and all facts and matters relating to itssubject-matter (including the nature and details of the claims and eventsleading up to them, all pleadings, documents, evidence submitted and thenegotiations which have led up to this Settlement Agreement) are confidentialand the Parties whether by their directors or officers, servants, agents orotherwise, agree to keep the terms of this

 

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Settlement Agreement and all facts andmatters relating to its subject-matter (including the nature and details of theclaims and events leading up to them, all documents, evidence submitted and thenegotiations which have led up to this Settlement Agreement) confidential andagree not to disclose the contents of the Settlement Agreement (or relatedfacts and matters) to any third party other than their professional legaladvisers and accountants, save to the extent that such disclosure is requiredby law or regulation to which a Party is subject or for the purposes ofenforcing this Settlement Agreement or is permitted by a prior writtenagreement of the Parties to this Settlement Agreement such agreement not to beunreasonably withheld.

 

**3.2.****                  **For the avoidance of doubt, nothing in this SettlementAgreement shall prevent any Party or any parent, subsidiary, associated orgroup company of any Party disclosing these terms of settlement in connectionwith any disposal of a Party and/or any parent, subsidiary, associated or groupcompany of any Party providing that any third party to whom disclosure is madehas previously agreed in writing to treat such disclosure as confidential asset out at paragraph 3.1 above.

 

**4.****    ****MISCELLANEOUS**

 

4.1           ThisSettlement Agreement shall be binding on and enure for the benefit of thesuccessors and permitted assigns of the Parties.

 

4.2           Thebenefit of this Settlement Agreement may not be assigned by any Party withoutthe prior written consent of the others.

 

4.3           This SettlementAgreement constitutes the entire agreement between the Parties in relation tothe subject matter of this Settlement Agreement.  Each Party acknowledges and confirms that inentering into this Settlement Agreement it is not relying upon any statement orrepresentation made by or on behalf of any of the other Parties, whether or notin writing, at any time prior to the execution of this Settlement Agreement,which is not expressly set out herein. Each of the Parties expressly agreesthat it will not have any right of action in relation to any statement 

 

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or representation, whether oral orwritten, made by or on behalf of any other Party in the course of anynegotiations which preceded the execution hereof, unless such statements orrepresentations were made fraudulently. This Settlement Agreement may be variedor modified only by the written agreement of the Parties.

 

**5.****    ****SEVERABILITY**

 

If any provision of this SettlementAgreement shall be held to be illegal or unenforceable, whether in whole or inpart in relation to any of the Parties to the Settlement Agreement, thevalidity and enforceability of the remainder of the Settlement Agreement, orits validity or enforceability as against other parties, shall not be affected.

 

**6.****    ****COSTS**

 

Each Party will bear its own legalcosts arising to date, including any costs arising out of the negotiation andexecution of this Settlement Agreement.

 

**7.****    ****NOTICES**

 

7.1           A notice,approval, consent or other communication in connection with this SettlementAgreement must:

 

7.1.1        be in writing;

 

7.1.2        in the case ofThales be marked for the attention of Mr Olivier MAS and left at the followingaddress:

 

THALES S.A. 45 rue de Villiers 92200Neuilly sur Seine ;

 

7.1.3        in the case of Niceand/or the Subsidiaries be marked for the attention of Mr Stephen DUNNE, andleft at the following address:

 

NICE CTI Systems UK Limited, TollbarHouse, Tollbar Way, Hedge End, Southampton, Hampshire SO30 2ZP.

 

**7.2.****        **A notice,approval, consent or other communication shall take effect from the time it isreceived (or, if earlier, the time it is deemed to be received in accordancewith sub-clause 7.3) unless a later time is specified in it.

 

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**7.3.****        **A letteris deemed to be received, unless actually received earlier, on the seventh dayafter posting.

 

**8.****    ****GOVERNINGLAW, JURISDICTION AND SERVICE OF PROCESS**

 

8.1           ThisSettlement Agreement shall be governed by and construed in accordance withEnglish law.

 

**8.2.****        **Inrelation to any disputes arising out of or in connection with this SettlementAgreement, the Parties shall first use all reasonable endeavours to resolveamicably such matters between them. Failing such resolution, such disputes shall be finally settled in thecourts of England.

 

**8.3.****        **EachParty agrees that, without preventing any other mode of service, any documentin an action may be served on any Party by being delivered to or left for thatParty at the address as provided in the paragraph headed “Notices” above.

 

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**IN WITNESS**of which the Parties have executed this SettlementAgreement on the date first mentioned above

 

 

**SIGNED** on behalf of

**THALES-SA**

 

In the presence of:

 

**SIGNED** on behalf of

**NICE SYSTEMS LTD**

 

In the presence of:

 

**SIGNED** on behalf of

**NICE CTI SYSTEMS UK LIMITED**

 

In the presence of:

 

**SIGNED** on behalf of

**NICE SYSTEMS SARL**,

 

In the presence of:

 

**SIGNED** on behalf of

**NICE SYSTEMS GMBH**

 

In the presence of:

 

**SIGNED** on behalf of

**NICE SYSTEMS INC.**

 

In the presence of:

 

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