EX-10.6



 





Exhibit 10.6




TRANSLATION FROM HEBREW



THE BINDING VERSION IS THE HEBREW VERSION



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

(CELLULAR).

Combined Version, as at November 6, 2006, including amendments to become effective as of the closing of the offering




	 	 	 	 	 	 	 	 	 
	 	 	General License for	 	1
	CHAPTER A: GENERAL	 	2
	 	 	PART A: DEFINITIONS AND INTERPRETATION:	 	2
	 
	 	 	 	1.	 	Definitions	 	2
	 
	 	 	 	2.	 	Clause Headings	 	11
	 
	 	 	 	3.	 	Blue Pencil Principle	 	11
	 	 	PART B – LEGAL PROVISIONS AND ADMINISTRATIVE PROVISIONS	 	12
	 
	 	 	 	4.	 	Upholding Laws and Provisions	 	12
	 
	 	 	 	5.	 	Permit Obligation Pursuant to Any Other Law	 	12
	 
	 	 	 	6.	 	Contradiction in the License Provisions	 	12
	 	 	PART A – SCOPE AND PERIOD OF THE LICENSE	 	13
	 
	 	 	 	7.	 	Scope of the License	 	13
	 
	 	 	 	8.	 	Absence of Exclusivity A16	 	13
	 
	 	 	 	9.	 	The License Period	 	14
	 
	 	 	 	10.	 	Extension of the License Period	 	14
	 
	 	 	 	11.	 	Renewal of the License	 	16
	 
	 	 	 	12.	 	Termination of the License Period	 	17
	 	 	PART B – CHANGE IN CONDITIONS AND CANCELLATION OF THE LICENSE	 	18
	 
	 	 	 	13.	 	Change in the License Conditions	 	18
	 
	 	 	 	14.	 	Cancellation of the License	 	18
	 
	 	 	 	15.	 	Other Remedies	 	21
	CHAPTER C: OWNERSHIP, ASSETS AND MEANS OF CONTROL	 	23
	 	 	PART A – RESTRICTIONS ON TRANSFER OF THE LICENSE AND ITS ASSETS	 	23
	 
	 	 	 	16.	 	Prohibition on Transfer of the License	 	23
	 
	 	 	 	17.	 	Ownership of the CELLULAR System	 	23
	 
	 	 	 	18.	 	Restrictions on Transfer of the License Assets	 	23
	 
	 	 	 	19.	 	Engagement With Another	 	24
	 	 	Part B: Means of Control – Changes and Limitations	 	25
	 
	 	 	 	20.	 	Particulars of Licensee	 	25
	 
	 	 	 	21.	 	Transfer of Means of Control	 	25
	 
	 	 	 	22.	 	Encumbrance of Means of Control	 	27
	 	 	Part C: Cross-Ownership and Conflict of Interest	 	28
	 
	 	 	 	23.	 	Prohibition on Cross-Ownership	 	30
	 
	 	 	 	24.	 	Prohibition on a Conflict of Interest	 	30
	Chapter D: SETUP AND OPERATION OF CELLULAR SYSTEM	 	32
	 	 	Part A: Setting Up the System	 	32
	 
	 	 	 	25.	 	Definition	 	32
	 
	 	 	 	26.	 	Setup According to Plans and Specifications	 	32
	 
	 	 	 	27.	 	Execution Stages and Timetable	 	32
	 
	 	 	 	28.	 	Change of Plans During Setup	 	33
	 
	 	 	 	29.	 	Utilization and Construction of Infrastructures	 	33
	 
	 	 	 	30.	 	Obligation of Interconnection	 	34
	 
	 	 	 	30A.	 	Rules Concerning the Implementation of Interconnection	 	34
	 
	 	 	 	30B.	 	Payment for Traffic Completion and Interconnection	 	36
	 
	 	 	 	30C.	 	Prohibition on Delaying Interconnection	 	36
	 
	 	 	 	30D.	 	Providing the Possibility of Utilization	 	36
	 
	 	 	 	30E.	 	Infrastructure Services for a Privy	 	36
	 
	 	 	 	30F.	 	Numbering Plan	 	37
	 
	 	 	 	31.	 	Reports on the Setup Works	 	38






I









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	32.	 	Handover of Information and Documents	 	38
	 
	 	 	 	33.	 	Supervision of Setup Works	 	38
	 
	 	 	 	34.	 	Correction of Deficiencies and Defects	 	38
	 
	 	 	 	35.	 	Safety Precautions and Prevention of Hazards	 	39
	 
	 	 	 	36.	 	Void	 	39
	 
	 	 	 	37.	 	Intersections with Electricity and Telecommunications Lines	 	39
	 
	 	 	 	38.	 	Discovery of Antiquities and Site Preservation	 	39
	 
	 	 	 	39.	 	Land-Related Powers	 	39
	 	 	Part B: Equipment Checks and Installation Certifications	 	41
	 
	 	 	 	40.	 	Compliance Check	 	41
	 
	 	 	 	41.	 	Responsibility for Compliance	 	41
	 
	 	 	 	42.	 	Performance Testing Program and Its Approval	 	41
	 
	 	 	 	43.	 	Notice of Setup Completion	 	41
	 
	 	 	 	44.	 	Terms of Fitness and Operation	 	41
	 	 	Part C: Use of Frequencies	 	43
	 
	 	 	 	45.	 	Allocation of Frequencies	 	43
	 
	 	 	 	46.	 	Restriction on Use of Frequencies	 	43
	 
	 	 	 	47.	 	Prevention of Interferences	 	43
	 
	 	 	 	48.	 	Cellphone Activity in Emergencies	 	44
	 	 	Part D: Inspections	 	46
	 
	 	 	 	49.	 	Definitions	 	46
	 
	 	 	 	50.	 	Periodical Inspections and Special Inspections	 	46
	 
	 	 	 	51.	 	Regular Inspections	 	46
	 
	 	 	 	52.	 	Inspections, Malfunctions and Maintenance Log	 	46
	 
	 	 	 	53.	 	Repair of Deficiencies and Defects	 	47
	 
	 	 	 	54.	 	Maintenance System	 	48
	Chapter E: PROVIDING CELLULAR SERVICES TO SUBSCRIBERS	 	48
	 	 	Part A: Entering into an Agreement with Subscribers	 	48
	 
	 	 	 	55.	 	Definition of Contract	 	48
	 
	 	 	 	56.	 	The Contract and Its Approval	 	48
	 
	 	 	 	57.	 	Modification of Contract	 	49
	 
	 	 	 	58.	 	Entering into an Engagement with a Subscriber	 	49
	 
	 	 	 	59.	 	The Obligation of Connecting Applicants and the Prohibition on Stipulation	 	49
	 	 	Part B: Service Level for Subscribers	 	51
	 
	 	 	 	60.	 	Obligation of Maintaining the Service	 	51
	 
	 	 	 	61.	 	Service Offices	 	51
	 
	 	 	 	62.	 	Obligation of Maintenance	 	52
	 
	 	 	 	63.	 	Repair of Malfunctions	 	52
	 
	 	 	 	64.	 	End-user equipment – Selling and Renting	 	53
	 
	 	 	 	65.	 	Public Emergency Services	 	53
	 
	 	 	 	65A	 	Blocking Service to a Nuisance Subscriber	 	53
	 
	 	 	 	66.	 	Protecting Subscriber Privacy	 	54
	 
	 	 	 	66A.	 	Special Services for the Security Forces	 	55
	 
	 	 	 	66B.	 	Security Provisions	 	55
	 
	 	 	 	67.	 	Bills to Subscribers	 	56
	 
	 	 	 	67A.	 	Information Service for Clarifying Telephone Numbers	 	57
	 
	 	 	 	67B.	 	Operating the Service	 	60
	 
	 	 	 	67C.	 	Service Dossier	 	60
	 
	 	 	 	67D.	 	Erotic Service	 	61
	 	 	Part C: Termination, Delay or Restriction of Service	 	62






II









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	68.	 	Definitions	 	62
	 
	 	 	 	69.	 	Prohibition on the Termination or Disconnection of Service	 	62
	 
	 	 	 	70.	 	Disconnection of Service at Subscriber's Request	 	62
	 
	 	 	 	71.	 	Termination of Service at the Subscriber's Request	 	62
	 
	 	 	 	72.	 	Termination or Disconnection of Service Due to Breach of Agreement	 	63
	 
	 	 	 	73.	 	Disconnection of Service Due to Maintenance Operations	 	63
	CHAPTER F – PAYMENT FOR SERVICES	 	65
	 	 	Part A – General	 	65
	 
	 	 	 	73A.	 	Definitions	 	65
	 
	 	 	 	74.	 	Payment Categories	 	65
	 	 	Part B – Setting and Publication of Rates	 	67
	 
	 	 	 	75.	 	Setting the Rates and Their Amount	 	67
	 
	 	 	 	75A.	 	Completion of a Call in Another Public Telecommunications Network	 	69
	 
	 	 	 	75B.	 	Completion of an SMS on Another Public Telecommunications Network	 	69
	 
	 	 	 	75C.	 	Temporary Order	 	69
	 
	 	 	 	76.	 	Publication of Rates	 	70
	 
	 	 	 	77.	 	Provision in a Contract	 	70
	 
	 	 	 	77A.	 	Fraud Prevention	 	71
	 	 	Part C – Changes in the Rates	 	72
	 
	 	 	 	78.	 	Change in the Rates	 	72
	 
	 	 	 	79.	 	Start of an Increase or Reduction in a Rate	 	72
	 
	 	 	 	80.	 	Arrears in Payment	 	72
	 	 	Part D – Miscellaneous	 	73
	 
	 	 	 	81.	 	Onetime Debit for Connection Fee	 	73
	 
	 	 	 	82.	 	Collection of Subscription Fee in Installments	 	73
	 
	 	 	 	83.	 	Harm to Competition or to Consumers	 	73
	CHAPTER G: PAYMENTS FROM THE LICENSEE, LIABILITY, INSURANCE AND GUARANTEE	 	74
	 	 	Part A – Royalties and Payments	 	74
	 
	 	 	 	84.	 	Royalties	 	74
	 
	 	 	 	85.	 	Arrears in the Payment of Royalties	 	74
	 
	 	 	 	86.	 	Payment Method	 	74
	 
	 	 	 	87.	 	Other Mandatory Payments	 	74
	 	 	Part B – Liability and Insurance	 	75
	 
	 	 	 	88.	 	Definition of Scope of Insurance	 	75
	 
	 	 	 	89.	 	Licensee’s Liability	 	75
	 
	 	 	 	90.	 	Immunity from Liability	 	75
	 
	 	 	 	91.	 	Making an Insurance Contract	 	75
	 
	 	 	 	92.	 	Conditions in the Insurance Contract	 	77
	 
	 	 	 	93.	 	Remedy for Breach of Conditions with Respect to Insurance	 	77
	 	 	Part C – Guarantee to Secure Fulfillment of the Terms of the License	 	78
	 
	 	 	 	94.	 	The Guarantee and Its Purpose	 	78
	 
	 	 	 	95.	 	Exercise of the Guarantee	 	78
	 
	 	 	 	96.	 	Manner of Exercise of the Guarantee	 	79
	 
	 	 	 	97.	 	Term of Validity of the Guarantee	 	79
	 
	 	 	 	98.	 	Preservation of Remedies	 	81
	CHAPTER H – SUPERVISION AND REPORTING	 	82
	 	 	Part A: Supervision of Licensee’s Activities	 	82
	 
	 	 	 	99.	 	Supervisory Power	 	82
	 
	 	 	 	100.	 	Preservation of Confidentiality	 	82






III









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	101.	 	Entry to Premises and Inspection of Documents	 	82
	 
	 	 	 	102.	 	Cooperation	 	82
	 	 	Part B: Reporting and Correction of Defects	 	83
	 
	 	 	 	103.	 	Duty of Submission of Reports	 	83
	 
	 	 	 	104.	 	Types of Reports	 	83
	 
	 	 	 	105.	 	Notice Concerning a Defect	 	85
	 
	 	 	 	106.	 	Reporting to the Minister	 	85






IV









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006




	 	 	 	 	 	 	 	 	 	 	 
	CHAPTER I – MISCELLANEOUS	 	 	 	86
	 
	 	 	 	107.	 	The License as an Exhaustive Document	 	 	 	 86
	 
	 	 	 	108.	 	Keeping the License Documents and Returning the License	 	 	 	 86
	 
	 	 	 	109.	 	Postponement of Deadline	 	 	 	86
	 
	 	 	 	110.	 	Reserving of Liability	 	 	 	87
	 
	 	 	 	111.	 	Notices	 	 	 	87
	 
	 	First Schedule	 	first schedule 1
	 
	 	Second Schedule – List of Appendices	 	second schedule 2
	 
	 	 	 	Appendix D– Uniform Engagement Contract – Not Attached	 	Appendix D 1
	 
	 	 	 	Appendix E– Minimum Requirements and Level of Services to Subscriber	 	Appendix E 3
	 
	 	 	 	Appendix J–Accessibility to International Telecommunications Services	 	Appendix J 1
	 
	 	 	 	Appendix K– Discontinuation of Service to CELLULAR End user
equipments of the IS-54
type	 	Appendix K 1
	 
	 	 	 	Appendix O– Erotic Services	 	Appendix O1






V









 





TRANSLATION
FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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









 


TRANSLATION FROM HEBREW






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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR

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 an 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 Minster 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;
	 
	 	 	 	 
	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





                                        




2









 


TRANSLATION FROM HEBREW






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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLUAR




A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16




3









 


TRANSLATION FROM HEBREW






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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 
	“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”

	 	—
	 	Anyone who enters into an
agreement with the
Licensee for the purpose
of receiving its
services, except for
another Licensee;
	 
	 	 	 	 
	“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







4









 


TRANSLATION FROM HEBREW






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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




transmission facilities among the System Components;A16




                                                            

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16




	 	 	 	 	 
	“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 an
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

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






5









 


TRANSLATION FROM HEBREW






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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 
	operation”

	 	 	 	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

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16





6









 





TRANSLATION FROM HEBREW





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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 
	“Cellular End-User
Equipment”

	 	—
	 	Portable or movable Telecommunications equipment, connected or
designated for connection to an 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





7









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16




8









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



	 	 	 	 	 
	“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 CellularSystem;
	 
	 	 	 	 
	“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





9









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16

A16 Amendment No. 16




10









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	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.



11









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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





12









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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
	 
	A16	 	Amendment No. 16
	 
	A16	 	Amendment No. 16





13









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	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.





14









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	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.







 




			
	A15	 	Amendment No. 15
	 
	A16	 	Amendment No. 16





15









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	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 fulfil 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 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.





16









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	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.







 




			
	A2	 	Amendment No. 16





17









 




TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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;





18









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR






 




			
	A2	 	Amendment No. 2






19









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



(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 Bezeq A2 ,
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;







 




			
	A16	 	Amendment No. 16
	 
	A2	 	Amendment No. 2




20









 






TRANSLATION FROM HEBREW





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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	 	(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
fulfilment of the conditions of the License, in whole or in part; the procedures set forth
for cancellation of the License will



21









 






TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





apply, mutatis mutandis, to the restriction or suspension of the License or forfeiture of
the guarantee.





 




			
	A2	 	Amendment No. 2
	 
	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).




22









 






TRANSLATION FROM HEBREW





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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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 an Cellular
Coordinator of the Licensee or of another Licensee, connecting Cellular Coordinators of the
Licensee, connecting a Cellular Coordinator of the licensee to an 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.






	 	 	 
	18.3A2

	 	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.
	 
	 	 
	18.4A2

	 	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
	 
	A2	 	Amendment No. 2




23









 






TRANSLATION FROM HEBREW





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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	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 to its application the contract between itself and the
other. 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




24









 






TRANSLATION FROM HEBREW





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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




Part B: Means of Control – Changes and Limitations





	20.	 	Particulars of Licensee






	20.1	 	Details regarding the Licensee’s legal entity, incorporation, “curtain-lifting,” control
therein, and ownership of the means of control, are attached as Addendum A to the license.
	 
	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





25









 







TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





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




26









 





TRANSLATION FROM HEBREW








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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





a majority of the voting power in the shareholders general meeting may appoint
all the 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.




27









 





TRANSLATION FROM HEBREW







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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





			
	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.






28









 






TRANSLATION FROM HEBREW




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


(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





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 directors 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 on the matter.






29









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 
	 

	 	(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, contrary 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




30









 





TRANSLATION FROM HEBREW








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


(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





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 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.



31









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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.




32









 





TRANSLATION FROM HEBREW








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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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 cellphone
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.




33









 




TRANSLATION FROM HEBREW








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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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 with
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;




34









 





TRANSLATION FROM HEBREW







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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	(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






35









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





the possibility of receiving services from another operator, for technical, economic
reasons or for other justified reasons.




	(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




36









 





TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 
	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.






	 	 	 	 	 
	30.2E

	 	(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.






37









 






TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	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
anew 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.




38









 












TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	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.
	 
	39.	 	Land-Related Powers




39









 












TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





	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).





40









 






TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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.






41









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 
	 

	 	(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.




42









 











TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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’





43









 






TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





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;






44









 








TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR





(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.






45









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




Part D: Inspections





	49.	 	Definitions
	 
	 	 	In this part:
	 
	 	 	“Periodical inspection” – An inspection of the Cellular System 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 Cellular System or any part thereof performed
due to a maintenance action or repair, following radio interferences, a malfunction,
clarification of a complaint, a technological modification, an alteration in the
engineering plan or something else, done on the initiative of the Licensee or at the
request of the Director;
	 
	 	 	“Regular inspection” – An inspection of the Cellular System or any part thereof, done on a
regular, ongoing basis, using control, testing and monitoring equipment connected
permanently to the network’s subsystems and to the network’s control center.
	 
	50.	 	Periodical Inspections and Special Inspections
	 
	50.1	 	On January 1 of each year, the Licensee will submit to the Director a periodical inspections
program for the Cellular System. The inspections program will include a description of how the
periodical inspections are to be performed.
	 
	50.2	 	The Director may request within 30 days of receiving the program, to put changes into the
program or complete it, if he deems it necessary for the performance of the periodical
inspections or for the performance of the regular inspections.
	 
	50.3	 	The Licensee will carry out the periodical inspections on the Cellular System in the format
and at the inspection points specified in the engineering plan.
	 
	50.4	 	The Director may instruct the Licensee to carry out a special inspection. Such an inspection
will be carried out at a time scheduled in coordination with the Director.
	 
	50.5	 	The Director or the one authorized to do so will be allowed to carry out the inspections
himself, using testing equipment placed at his disposal by the Licensee or using other testing
equipment.
	 
	51.	 	Regular Inspections
	 
	 	 	The Licensee will set up and operate a control system for regular, ongoing inspection of
the proper functioning order of the Cellular System, and will also conduct on a regular
basis, regular inspections of the Cellular System or any part thereof, according to need,
in compliance with the testing program prescribed in the engineering plan.
	 
	52.	 	Inspections, Malfunctions and Maintenance Log




46









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR


	52.1	 	The Licensee will keep an inspections, malfunctions and maintenance log (hereinafter –
maintenance log), in which the following details will be recorded in the course of each
inspection and maintenance action:






	 	(1)	 	Date of inspection or maintenance action:
	 
	 	(2)	 	Reason for inspection or maintenance action: periodical / regular/ special
inspection, initiated by the Licensee or following a request by the Director /the
subscriber/ or another;
	 
	 	(3)	 	The means used in performing the inspection;
	 
	 	(4)	 	The inspection’s findings and comparison with the technical specification
requirements;
	 
	 	(5)	 	If deficiencies were revealed in the inspection – specification of the
measures and maintenance action taken by the Licensee or that it intends to take to
rectify the deficiencies;
	 
	 	(6)	 	In the case of a inspection or maintenance action due to a malfunction, the
following details should be indicated:






	 	–	 	Date of receiving the complaint/discovering the malfunction;
	 
	 	–	 	Duration of its occurrence;
	 
	 	–	 	Manner of localization – according to complaint;
	 
	 	–	 	Type of malfunction;
	 
	 	–	 	Source and reason of malfunction;
	 
	 	–	 	Steps taken to correct it;
	 
	 	–	 	Date of repair.






	52.2	 	The Licensee will hold the maintenance log at its offices 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.
	 
	53.	 	Repair of Deficiencies and Defects
	 
	53.1	 	The Director may notify the Licensee in writing of deficiencies and defects he found in the
Cellular System, in its electrical performance level or in the level of radiation leakage from
its installations to the spectrum, based on the inspections he conducted or based on
inspection reports, documents and information provided to him by the concessionaire.
	 
	53.2	 	The Director may instruct the Licensee regarding the measures it must take in order to
correct the deficiencies and defects revealed, as well as the dates for their execution.
	 
	53.3	 	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 its reaction to that stated therein and
the measures it has taken or intends to take to correct the deficiencies, defects or
deviations.




47









 






TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



	54.	 	Maintenance System
	 
	 	 	The Licensee will maintain a maintenance system and a stock of parts as detailed in
Addendum C to the license, in order to ensure efficient, regular, ongoing servicing of the
Cellular System.





Chapter E: Providing Cellphone Services to Subscribers




Part A: Entering into an Agreement with Subscribers





	55.	 	Definition of Contract
	 
	 	 	In this chapter:

“Contract” – The agreement between the Licensee and subscriber which was approved by the
Minister and under which the Licensee provides its services to its subscribers.
A2A2)
	 
	56.	 	The Contract and Its Approval
	 
	56.1	 	The Licensee will prepare a proposed wording for the standard contract that it intends to
offer its subscribers, and will submit it for the Minister’s approval no later than three
months before the date it plans to invite requests from the public to enter into an agreement
with it, in order to receive its services.
	 
	56.2	 	The terms of the contract shall not contradict, expressly or implicitly, the provisions of
any law or the license’s provisions.
	 
	56.3	 	The contract will be printed and laid out in a manner enabling clear and convenient reading,
specifying prominently any term or limitation on the Licensee’s liability toward the
subscriber. A copy of the Licensee’s rate schedule will be attached as an addendum to the
agreement.
	 
	56.4	 	The Minister may approve the wording of the contract, in whole or in part, or to stipulate
its approval on alterations the Licensee must make in the agreement’s wording or form. The
Minister’s decision regarding approval of the contract will be given within 30 days of the
date on which the agreement was submitted for his approval.
	 
	56.5	 	In the event the Minister did not approve the wording of the contract, in whole or in part,
the Licensee will draw up a new agreement in lieu thereof, or will put in modifications
according to the Minister’s request, within the time determined by the Minister.
	 
	56.6	 	Void. A2)
	 
	56.7	 	Only the contract approved by the MinisterA2) will be used by the Licensee for the
purpose of entering into an agreement with its subscribers. A copy of the approved contract
will be attached to this license as part of Addendum D.
	 
	56.8	 	Void. A2)




48









 







TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



	57.	 	Modification of Contract
	 
	57.1	 	The Licensee may apply to the Minister, for reasons to be specified, to modify the existing
contract.A2)
	 
	57.2	 	The Minister may ask the Licensee to modify the existing contract. A2)
	 
	57.3	 	A2)If the Minister approved the Licensee’s request to modify the existing contract
as stated in Section 57.1 and the license was amended as approved by the Minister, or if the
Minister requested that the Licensee modify the existing contract as stated in Section 57.2
and the license was amended as required, the engagement between the Licensee and the
subscriber will be entered into from the same date under the amended contract.
	 
	57.4	 	That stated in this section does not derogate from the authority vested in the Minister by
law to prescribe regulations or provisions in this license regarding telecommunications
operations and telecommunications services.
	 
	58.	 	Entering into an Engagement with a Subscriber
	 
	58.1	 	The contract will be used by the Licensee for entering into an engagement with its
subscribers.
	 
	58.2	 	Once an agreement has been signed between the Licensee and a subscriber, the Licensee will
deliver a copy of the contract to the subscriber. IF the agreement includes addenda, the
Licensee will attach a copy of the addenda to the agreement to be given to the subscriber.
	 
	59.	 	The Obligation of Connecting Applicants and the 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 System 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:






	 	(A)	 	The Licensee may not require a subscriber to purchase end-user equipment from
it or from its designee;
	 
	 	(B)	 	The Licensee may not require the subscriber to receive maintenance services
from it for the end-user equipment in the subscriber’s possession;




49









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	(C)	 	The Licensee may not suspend or stipulate cellphone services, service
conditions or a rate on the purchase of cellphone-end-user equipment from it or from
any other.






	59.3	 	Void. A1)




50









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









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 cellphone
service 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 cellphone 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.
	 
	61.	 	Service Offices
	 
	61.1	 	The Licensee will maintain and operate service offices and call centers as detailed in
Addendum E.
	 
	61.2	 	The service offices will be used for receiving subscribers’ and applicants’ calls regarding
cellphone services and incidental services, including with regard to service quality and
handling of subscriber accounts.
	 
	61.3	 	The service offices will be open to receive the public all weekdays as specified in Addendum
E, except on the regular rest days, as these are defined in the Governance and Judicial
Procedures Ordinance, 1948.




51









 






TRANSLATION FROM HEBREW



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

Combined Version, as at November 6, 2006

CELLULAR




	61.4	 	The Licensee will publicize the address of the service offices and the ways of applying to
them. The Licensee will notify the Director and its subscribers of the address of the service
offices and of any change in the address.
	 
	62.	 	Obligation of Maintenance
	 
	62.1	 	The Licensee is responsible for the maintenance of the Cellular System.
	 
	62.2	 	If a subscriber purchases cellphone-end-user equipment from the Licensee or from its designee,
and the purchase agreement included maintenance services, the concessionaire will be
responsible for the maintenance of said purchased end-equipment, however the concessionaire
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)
	 
	62.3	 	If, in order to receive cellphone services, the subscriber used cellphone-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.
	 
	63.	 	Repair of Malfunctions
	 
	63.1	 	The Licensee will maintain a regular service for handling subscribers’ calls concerning
problems with receiving cellphone 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




52









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	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 cellphone-end-user equipment for the
purpose of linkup to the Cellular System, provided it complies with the following:






	 	(A)	 	The Licensee has notified the subscriber that he may purchase
cellphone-end-user equipment from any licensed marketer and that he does not have to
buy the equipment from the Licensee in order to receive cellphone services;
	 
	 	(B)	 	The Licensee will not stipulate the provision of maintenance services for
cellphone-end-user equipment on the very receipt of cellphone 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.






	65.	 	Public Emergency Services
	 
	65.1A21)	 	 The Licensee will enable, anytime and at no charge, to all its subscribers free
and rapid access to public emergency services such as: Magen David Adom, the Israel Police and
the Fire Station.
	 
	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
cellphone 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.




53









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	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;
	 
	 	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 applicants and subscribers report as
stated in Section 104(B), the number of nuisance subscribers whose access to the public
emergency service or to all the cellphone 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




54









 






TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	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.
	 
	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 fro 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.







 




			
	T3)	 	Amendment No. 3




55









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR








	 	(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;
	 
	 	(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:




56









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR










	 	(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.






	 	(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:







 




			
	A39)	 	Amendment No. 39




57









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









	 	(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, 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




58









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



	 	 	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.
	 
	 	(D)	 	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
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 (“the commencement date”), except for
Subsection 67.2A that 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 (hereinafter – “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 sheet and a magnetic
sticker 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.





 




			
	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.




59









 






TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









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




	67B.A16)	 	 Operating the Service
	 
	67.1B	 	 The Licensee will provide a basic telephone service, an incidental service and an value
added service, at the time and of a service standard as detailed in the First Schedule.
	 
	67.2B	 	 The Licensee must present to the Director, no later than thirty (30) workdays before setting
in operation for the first time the service described in the First Schedule, a notice
regarding the intention to start providing the service.
	 
	67.3B	 	 If the Licensee wishes to provide a service that is not included in the First Schedule
(hereinafter in this section – new service), it will notify the Director thereof in writing
thirty (30) workdays before the date on which it intends to start providing the new service.
The Licensee will attach to its notice a document containing a concise description of the new
service, the manner of its provision, the rate it intends to collect for it, and also the
service standard indexes it intends to meet.
	 
	67.4B	 	 The Director may notify the Licensee within thirty (30) workdays of the date of receiving
the notice as stated in Section 67.3B, that providing the new service entails the fulfillment
of conditions that the Licensee must fulfill before starting to provide the new service or
thereafter, and he may order the Licensee to avoid from providing the new service, providing
the reasons for his notice. If the Director has not notified the Licensee as aforesaid, the
Licensee may provide the new service thirty (30) workdays after the date of notifying the
Director.
	 
	67.5B	 	 Notwithstanding that stated in Sections 67.2B, 67.3B and 67.4B, at the written request of
the Licensee, the Director may permit the Licensee to commence providing the service even
before thirty (30) workdays have elapsed from the date a notice was given by the Licensee.
	 
	67.6B	 	 Any new service that the Licensee has started to provide as stated in Section 67.4B will be
deemed part of the First Schedule. The First Schedule will be updated from time to time by the
Director.
	 
	67C.A16)	 	 Service Dossier
	 
	 	 	Notwithstanding that stated in Section 67B, the Director may request the Licensee to prepare a service dossier for each of
its services, in a format and at a time set by the Director in his request. The service dossier will include, inter alia, documents
describing the service and the manner of its provision, and presenting its rates and the service quality standards relating to it.
Each such service dossier will be submitted to the Director for his approval, following which it will publicized in the extent and
manner determined by the Director. The Director may instruct at any time that approval of a service dossier is a condition for the
provision of any service. As to rates not set in the regulations, the Director’s approval of a service dossier will not be deemed
approval of the rate’s reasonableness.




60









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



	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.




61









 






TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR








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
	 
	71.1	 	A subscriber may request in writing from the Licensee the termination of service to the
cellular system end-user equipment in his possession.
	 
	71.2	 	The Licensee will terminate the provision of cellular system services to the cellular system
end-user equipment in the subscriber’s possession no later than the workday following the date
specified by the subscriber in his notice. If the subscriber did not specify a date, the
termination of service will be done no later than the workday following the day on which the
notice was received by the Licensee.
	 
	71.3A2)	 	 Notwithstanding that stated in Section 71.2, the Licensee may disconnect service
to the subscriber without prior notice with the fulfillment of one of the following:




62









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









	 	(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.






	71.A2)	 	 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 system services, causes interference with the provision of cellular system services
to other subscribers or interference with the cellular system activity, provided that the
Licensee gave the subscriber a notice in writing of 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 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.
	 
	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.
	 
	73.	 	Disconnection of Service Due to Maintenance Operations




63









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



	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).



64









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



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;




65









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




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




66









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









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.
	 
	75.5	 	If the Licensee contracts with the subscriber in regard to a certain package of services, and
the contract includes a condition whereby the subscriber commits to a certain contract period
(hereinafter – the commitment period), the package of services, its rates and conditions shall
be known and fixed in advance for the entire commitment period. The Licensee shall include
such a provision in the contract with its subscribers. The Licensee may set, for a package of
services, different rates that will apply during the commitment period.
	 
	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;




67









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



	 	(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:






	 	(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)	 	Notwithstanding that stated in subsection (a), the Licensee may offer its
subscribers a package of services based on another time unit, provided the subscriber
is entitled at any time to switch to a package of services based on debiting according
to an airtime unitA31). The Licensee may set a payment for implementing the
switch. The Licensee shall include in the contract a provision as stated, and shall
specify therein the payment entailed in implementing the switch.
	 
	 	(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







 




			
	Inception 	 	The inception of section 75.9 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.




68









 




TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR








	 	 	 	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 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




69









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	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.
	 
	76.3	 	The Director may request to receive from the Licensee at any time details of the rates
charged by it.
	 
	77.	 	Provision in a Contract
	 
	77.1	 	The Licensee shall indicate in the contract with the subscriber the package of services that
was agreed upon with the subscriber and the rates and terms thereof.
	 
	77.2	 	The Licensee shall include in every contract a provision stating that the rates specified for
the package of services appended to the contract will remain in force throughout the
commitment period, and that they were set based on the provisions of the license, which can be
perused by any subscriber at the Licensee’s service offices.







 




			
	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.




70









 




TRANSLATION FROM HEBREW




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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR






	77.3	 	Provisions as stated in sections 75.4, 75.5, 75.10(b) and 80.2 shall be included in every
contract with the subscriber.
	 
	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.




71









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR








Part C – Changes in the Rates





	78.	 	Change in the Rates
	 
	 	 	Subject to that stated in section 75, the Licensee may change a rate that was set by it,
provided it submits to the Director a written notice giving details of the new rate, before
such rate goes into effect; For purposes of this section, “change” – any change in a rate
resulting in an increase or reduction in the payment which a subscriber is required to pay
for cellular 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	 	The Licensee shall indicate in the contract with the subscriber the amount of the arrears
interest, linkage differences and collection costs.
	 
	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.




72









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR







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




73









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









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
therefor 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.




74









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









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 therefor.
	 
	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




75









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









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.



76









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	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.




77









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR








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 purpose 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




78









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR



	 	 	 	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




79









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR


	 	 	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.




80









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









	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.




81









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR








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.




82









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR








Part B: Reporting and Correction of Defects





	103.	 	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 below.
	 
	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 copies, printed and prepared in an easily readable form,
bearing the date of its preparation and signed by the Licensee, including whoever the Licensee
has authorized specifically for this purpose.
	 
	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 details which, in the Director’s opinion, should have
been included by the Licensee in the report.
	 
	104.	 	Types of Reports
	 
	 	 	The Licensee shall submit to the Director, once yearly or at an earlier time, as specified
in this license, the following reports:






	 	(a)	 	Report concerning the setup works of the cellular system;
	 
	 	(b)	 	Applicants and subscribers report – containing, inter alia, details of the
number of applicants, the number of those waiting to be connected, the number of those
connected during the report, terminations or disconnections, etc.;
	 
	 	(c)	 	Complaints report – detailing written service complaints that were submitted
by subscribers during the period of the report, including the subject of the
complaints, the manner in which they were clarified and dealt with, and if they were
found to be justified – the measures taken by the Licensee to correct the defects;
	 
	 	(d)	 	Malfunctions report – detailing the date of every malfunction, its
description, its cause, the duration of the repair and the steps taken by the Licensee
to repair it;
	 
	 	(e)	 	The Licensee must report to the Director immediately any case of imposition
or realization of any attachment or encumbrance on any of the Licensee’s assets, their
realization, or the voidance of the Licensee’s right in an asset;
	 
	 	(f)	 	Management and control report – report concerning changes (if any) that
occurred in the controlling shareholders, in the Licensee and/or in its managers
and/or shareholders;
	 
	 	(g)	 	Tests report – report concerning tests which the Licensee carried out during
the period of the report on the cellular system as detailed in sections 49 to 54;
	 
	 	(h)	 	Annual income report – report detailing the Licensee’s income amounts,
including revenues from all its subscribers, during the period of the report,
according to dates of receipt of the revenues in each quarter and the services for




83









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR


	 	 	 	which they were received; The income report shall be audited and signed by an
accountant – all subject to section 84.5;
	 
	 	(i)	 	Annual financial statement – annual financial statement audited and signed by
an accountant, to be submitted within 90 days from the end of the year.




84









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR










	105.	 	Notice Concerning a Defect
	 
	105.1	 	Where the Director, whether at his own initiative or pursuant to an application, 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
30 days from receipt of the notification, its written response detailing the measures taken by
it to correct the defects indicated therein.
	 
	106.	 	Reporting to the Minister
	 
	106.1	 	Where the Director finds that the defects or deficiencies involve a breach of any of the
terms of the license or a breach of any statutory provision, whether by act or omission, he
shall submit the matter to the Minister.
	 
	106.2	 	The Director shall submit to the Minister, not later than 14 months before the end of the
license period, a report concerning the manner in which the Licensee complied with the
provisions and terms of the license, the level of system maintenance and the quality of the
subscriber service maintained by the Licensee throughout the period of the license.




85









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









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 plans;
	 
	 	(c)	 	Appendix C – Maintenance setup;
	 
	 	(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.




86









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR









	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.






87









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




First Schedule

List of Services and Measures for Quality of Service





	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.






	2.	 	List of Services 






	 	2.1.	 	Basic Telephone Services 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	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	 
	 





First Schedule - 1









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	2.2.	 	Related Services 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	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:
	 	 	Existing service	 	 	99.9% availability	 	 	 	 
	 	 

	 	 	 	 	 	
Always
	 	 	 
	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	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:
	 	 	Future Service
	 	 	99.9% availability	 	 	 	 
	 	 

	 	 	 	 	 	•  Always


	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	•  When call is
not
answered
	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	•  When busy


	 	 	 	 	 	 	 	 	 	 
	 	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
	 	 	Future Service
	 	 	99.9% availability	 	 	 	 
	 





First Schedule - 2









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	of service	 	 	Remarks	 
	 	 

	 	 	 	 	 	number in the group.	 	 	 	 	 	 	 	 	 	 
	 	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	 	 	 	 
	 	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
	 	 	Partially existing,
Future Service
expansion.
	 	 	70% chance of
correct
identification in
regions where
signal strength is
better than 85dbm	 	 	 	 
	 





First Schedule - 3









 





TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	of service	 	 	Remarks	 
	 	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 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	 
	 





First Schedule - 4









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	of service	 	 	Remarks	 
	 	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
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
	 	 	Future Service
	 	 	99% availability	 	 	 	 
	 





First Schedule - 5









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	of service	 	 	Remarks	 
	 	 

	 	 	 	 	 	applicant via
various platforms	 	 	 	 	 	 	 	 	 	 
	 	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

Service (SMS)
	 	 	Allow receiving and
sending written messages
via phone
	 	 	Existing Service
	 	 	99% availability
	 	 	Depends on

end user 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
broadcastung 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	 	 	 	 
	 





First Schedule - 6









 




TRANSLATION FROM HEBREW





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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	of service	 	 	Remarks	 
	 	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)








 




			
	*	 	availability of service is the percentage of time the service is available,
not including availability of basic services.






	 	2.3.	 	Value Added Services 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	of service	 	 	Remarks	 
	 	1.

	 	 	Speaking Clock
	 	 	Notice of time
	 	 	Future Service
	 	 	99.9% availability	 	 	 	 
	 	2.

	 	 	Directory Assistance
	 	 	Allows receiving
information on phone
	 	 	Future service
	 	 	99.9% availability	 	 	 	 
	 





First Schedule - 7









 




TRANSLATION FROM HEBREW



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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	of service	 	 	Remarks	 
	 	 

	 	 	 	 	 	numbers and automatic
establishment of
calling number so
given.	 	 	 	 	 	 	 	 	 	 
	 	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
convertion of the
data received from
one format to
another, as well as
access to data from
various means of
access.
	 	 	Future Service
	 	 	99.9% availability
	 	 	Depends on end

device	 
	 	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	 	 	 	 
	 





First Schedule - 8









 




TRANSLATION FROM HEBREW


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

(CELLULAR).

Combined Version, as at November 6, 2006

CELLULAR




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Measures	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date	 	 	for quality	 	 	 	 
	 	No.	 	 	Name of Service	 	 	Description of Service	 	 	provided	 	 	of service	 	 	Remarks	 
	 	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









 



TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone
Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




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




 









 




TRANSLATION FROM HEBREW


Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix D




Appendix D – Uniform Engagement Agreement – Not Attached




Not Attached




Second Schedule—Appendix D – 1




 









 




TRANSLATION FROM HEBREW


Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




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%);





Second Schedule—Appendix E – 1




 









 





TRANSLATION FROM HEBREW




Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix E





	 	(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;
	 
	 	(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.





Second Schedule—Appendix E – 2




 









 




TRANSLATION FROM HEBREW





Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix E





	 	(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.
	 
	 	(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.





Second Schedule—Appendix E – 3




 









 




TRANSLATION FROM HEBREW





Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix E





	 	(3)	 	The Licensee may include information regarding deals and
personal notices to the subscriber.






	 	(C)	 	Production and delivery of bills






	 	(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.





Second Schedule—Appendix E – 4




 









 




TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




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




 









 





TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




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:





Second Schedule—Appendix J — 2




 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix J





	 	(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;
	 
	 	(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 : 





Second Schedule—Appendix J — 3




 









 





TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix J





	 	 	 	2A.1 The Licensee will allow subscribers to act as follows, with regard to outgoing ITMS
calls:





(A) as an ascribed subscriber.

(B) As blocked

(C) 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.





Second Schedule—Appendix J — 4




 









 







TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix J





	 	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.
	 
	 	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








 




			
	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




 









 





TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix J





	 	 	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 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









 




			
	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




 









 





TRANSLATION FROM HEBREW


Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix J





	 	 	 	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:






	 	(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 umber of
the announcer under the provisions of section 6.7)A23 .
	 
	6.3	 	Void A23
	 
	6.4	 	Void A23





Second Schedule—Appendix J — 7




 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network
(CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix J





	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:






	 	(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;





Second Schedule—Appendix J — 8





 









 






TRANSLATION FROM HEBREW




Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix J





	 	(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;
	 
	 	(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





Second Schedule-Appendix J — 9




 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix J





	 	 	 	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.






	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





 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix K




Appendix K
– Discontinuation of Service to CellularEnd user equipments 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.







 






t7 Amendment 7




Second Schedule-Appendix K — 1




 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix K




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(B)
	 	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 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


 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




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




 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




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




 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




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





Appendix O —  3




 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix O





	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.
	 
	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





Appendix O —  4




 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix O





	 	 	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.
	 
	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.





Appendix O —  5




 









 






TRANSLATION FROM HEBREW



Second Schedule for Cellcom Israel Ltd. Company’s General License for Cellular Telephone Network (CELLULAR) Services. Consolidated Version as of November 6, 2006.




Appendix O





	11.4	 	A Licensee shall, within three (3) working days, provide any subscriber so requesting the
following particulars regarding the services provider, without charge:






	 	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