20-F













Exhibit 4.5  



SPECIAL LICENSE TO RENDER
TELECOMMUNICATION SERVICES, AMENDMENT NO.3, ISSUED TO
 THE REGISTRANT ON OCTOBER 29, 2008
BY THE ISRAELI MINISTRY OF COMMUNICATIONS 
(TRANSLATED FROM HEBREW) 



	
(Emblem of the State of Israel)  





	
STATE
OF ISRAEL  





	
Ministry
of Communications  






 Special License to render
telecommunication services numbered 5-10439-2-95049 to 
RRSat Global Communications Network
Ltd. Company  






Amendment no. 3  



By virtue of the power pursuant to
Section 4(e) of the Communications (Telecommunication and Broadcasting) Law, 5742-1982 and
pursuant to Section 5 of the Telegraph Ordinance [New Version] 5732-1972, and the rest of
the powers granted to us pursuant to any law, we hereby amend special license to render
telecommunication services – video and audio transmission services via stationary or
mobile land satellite stations, which was granted to RRSat Global Communications
Network Ltd. Company (hereinafter – RRSat) on the date of 27 Tevet 5768
(31.07.2008) and renewal from Thursday, 28 Tamuz 5768 (31.07.2008) as detailed below: 



	Amendment  to 
part A & B 	1.	  Parts A and B in the License of 31.12.2001 shall be replaced by
parts A and B attached hereto.  






	Addition of Appendices  	2.	The following Appendices shall be added to the License: 








	 	
“Appendix
A1 – Principal structure of the system for voice and data relay”;






	 	
“Appendix
A2 – Principal structure of the Inmarsat system”;  






	 	
“Appendix
A3 – Services to the Shipping and Ports Authority”;  






	 	
“Appendix
A4 – List of clients of Bezeq Company”;  






	Amendment to
 Appendix A 	 3.	
 Instead of “Appendix A – Principal structure of the system of
31.12.2001, shall be:  









	 	
“Appendix
A – Principal structure of video and audio system” attached
hereto;  






	 Amendment to Appendix D 	4.	
Instead of “Appendix D –  “Copy of Licensee’s trade license, valid as
of the date of   granting the license” shall be:  






	 	
“Appendix
D – Copy of Licensee’s trade license, updated (to be remitted within 3 months)";  









	Amendment 	5.	
Instead of “Appendix E – Technical and Spectral data of the existing system and
space segments” to be updated within 3 months.  



















Special license no.
5-10439-3-95049 for company RRSat Global Communications Network Ltd., to render video and
audio transmission services by means of stationary and mobile land satellite stations 



Part A: Details of the
Licensee 



RRSat Global
Communications Network Ltd. 
Company registered in Israel under
number: 51-926980-3
Address of headquarters: 4
Hagoren St. Omer 84965 
Tel.
no: 08-8610000 Fax no.: 08-8610501 
Email: david@rrsat.com
Website:www.rrsat.com  



Part B: The License 



	1.  	Definitions  






	 	
1.1
In this license, the following phrases will bear the meaning alongside them:  






	 	 “Access Approval” 	 –	Approval given by the satellite service operator to the
Licensee pertaining to the compatibility of the Licensee’s system to the technical
requirements of the satellite system belonging to the satellite service provider, as
attached in Appendix C to the license;  






	 	“Approval Type” 	   –       	
Within the  meaning of the Law or  Ordinance,  pursuant to the matter at   hand; 






	 	“The Treaty” 	   –       	The International Telecommunication Union’s constitution
(ITU) and the treaty there under, Kyoto 1994, or any other treaty repealing it and the
administrative regulations for the radio and telephone pertaining thereto; 






	 	“Transmission Licensee” 	   –       	An ISO or whoever received a special license to render transmission 
services;






	 	“law” 	   –       	Including administrative instructions;






	 	“The Law” 	   –       	The  Communications  Law  (Telecommunication  and Broadcasting), 5742-1982 and secondary legislation enacted by virtue thereof;







	 	“The  Client” 	   –       	Whoever engaged in a contract with the Licensee in order to
receive the services in accordance with Section 3 of the license and it is one of the
following:









	 	a. 	Pertaining
the services described in sections 3.1.2 through 3.1.4:  






	 	(1) 	An
Israeli corporation broadcasting television or radio broadcasts pursuant to
               any law, to the public in Israel or to a part thereof, or a foreign
broadcasting                or distribution corporation operating in accordance with a
treaty to which                Israel is a signatory thereof (hereinafter – the
Broadcasting Corporation);  







	 	    (2) 	Whoever
seeks to analogically transfer visual and audio to a type of recipients
               and only them, and the visual and audio that are being transmitted are not
               intended nor can be reasonably received by an antenna with a diameter of
2.44                meters or less;  






	 	(3) 	Whoever
seeks to digitally transfer visual and audio to a type of recipients and
               only to them, and the visual and audio that are being transmitted are not
               intended nor can be received by someone who does not have a suitable
decoder;  






2







	 	(4) 	Whoever
was given from time to time, a special approval from the Director;  






	 	b. 	Regarding
the services described in sections 3.1.5, whoever engaged in a                contract
with the Licensee in order to receive the services and he is a licensee
               for the said services.  






	 	c. 	Regarding
the services described in sections 3.1.6, whoever engaged in a                contract
with the Licensee in order to receive services on the Inmarsat network                in
accordance with this license;  






	 	d. 	Additionally,
regarding the services described in sections 3.1.5 and 3.1.6,                whoever was
given, from time to time, a special approval from the Director;  












	 	“INO
(International Operator)” 	   –       	General     licensee     to render     international     telecommunication  services.






	 	“The Director”  	   –       	The  Ministry's  Director  General or the person  designated  on his behalf with respect to this license







	 	“The system” 	   –       	Stationary and mobile land satellite stations serving the
transmission of visual and audio signals or combined visual and audio signals, or data or
voice signals, including: parabolic antennas, broadcasting and reception equipment and
ancillary equipment as detailed in Appendix A, A1 and A2; 






	 	“ISO (Intra State Operator” 	   –       	General licensee to render stationary Intra state
telecommunication services, including unique general licensee;







	 	“Satellite Service Operator” 	   –       	 A corporation  that makes  available  for use of the  Licensee,  whether directly or via an underwriter, satellite space segments which the Director,
and subject to all laws, approved the use of its services;







	 	“The Supervisor” 	   –       	Whoever the Director authorized to supervise the Licensee's activities;







	 	“State of Emergency” 	   –       	One of the following situations:








	 	a. 	State
of Emergency as defined in Sections 38, 39 and 41 of the Basic Law: The
               Government;  






	 	b. 	Home
Front Special State – in accordance with Section 9C of the Civil
               Defense Law, 5711-1951;  






	 	c. 	Communications
Crisis – a situation whereby telecommunication systems                crashed or
there is an actual fear that they might crash, due to a natural                disaster,
mass disaster or breach of security and which the existence thereof                was
determined by the Minister of Communications;  






	 	d. 	Time
of exertion of emergency economy – Time of exertion of emergency
               economy in accordance with Government Decision no. 1716 of July 6, 1986
and                Government Decision no. 1080 of February 13, 2000 and any other
Government                Decision.  






	 	“ The
Ministry ” 	   –       	Ministry of Communications;







3







	 	“Type of Recipients” 	   –       	A group including a limited number of persons with a common
interest to receive the visual and audio and can justifiably be distinguished, from
a material aspect, from other persons; In this respect the actual reception of visual will
not be deemed a common interest;






	 	“Majority of Assets” 	   –       	The Licensee’s assets that serve to render the
telecommunication services set forth in this license whereby without them the Licensee
cannot itself offer the services under the license, in whole or in part, or without them
the standard of service rendered by the Licensee would be substantially impaired;







	 	“The Ordinance” 	   –       	The Wireless Telegraph Ordinance [New Version], 5732-1972 and
the secondary legislation enacted pursuant thereto; 







	 	“End Equipment” 	   –       	Telecommunication equipment for the use of the client that
connects or is intended to be connected from the client’s premises to the system; 






	 	“Point to Point Line” 	   –       	A physical or logical line serving telecommunication’s
purposes, whereby the transmission by telecommunication begins at one end and only ends at
the other end; A Point to Point Line may exist between one point to another point;  






	 	“Transmission” 	   –       	Emission of electromagnetic signals; 






	 	“The Service” 	   –       	The Licensee's services that are given pursuant to this license; 






	 	“Relay Service” 	   –       	Carrying out relay for another;






	 	“The Minister” 	   –       	Minister of Communications






	 	“Supervision Regulations” 	   –       	The  Telecommunication  Regulations  (Supervision  of Licensee's
 Activities) 5746-1986;






	 	“Operational Regulations” 	   –       	The Telecommunication  Regulations (Installation,  Operation and Maintenance) 5745-1986;









	 	1.2 	Phrases
that are not explicitly defined in Section 1.1 of this license will bear the meaning
given to them in a different place in this license, or the Law or by the Ordinance or by
the Interpretation Law, 5741-1981, insofar as a different meaning is not implied by the
written language or context thereof. 






	2. 	The
Purpose Of The License






	 	
The
purpose of the license is to define the telecommunication services and the
telecommunication activities that are permitted under this license as well as the
conditions thereof  






	3.  	The
permitted types of activities and services  






	 	3.1. 	The
Licensee, pursuant to this license and subject to the terms hereof and all
          laws, may supply services as defined in this section below to the Client: 






	 	3.1.1 	Receipt
of the rights to use the satellite space segments which the Licensee leased for its own
use or for the purpose of making them available to the Client, in the meaning set forth
in Subsections (a), (b) and (d) of the definition of “Client” in Section 1,
upon coordinating the same with the Satellite Service Operator and the Ministry.  






4







	 	3.1.2 	Visual
and Audio Intra State Transmission Service  






	 	
The
point to point visual and audio signals intra state transmission service or point to
defined multi-point, including but not limited to reception, Transmission or both
(up-link/down link) and Relay via or through satellite, to the cClient, in the meaning
set forth in Subsection (a) of the definition of “Client” in Section 1.  






	 	3.1.3 	Visual
and Audio International Transmission Service  






	 	
Point
to point visual and audio signals international transmission service or point to defined
multi-point, including reception, Transmission or both (up-link/down link) and Relay via
or through satellite, to Client, in the meaning set forth in Subsection (a) of the
definition of “Client” in Section 1. 






	 	3.1.4 	Distribution
of Broadcasts of a Broadcasting Corporation 






	 	
Distribution
service of broadcasts of a Client that is a broadcasting corporation will be given in
accordance with the provisions of the laws regulating the Client’s aforesaid
broadcasts.  






	 	3.1.5 	Establishing,
carrying out and operating land stations for satellite communication for the purpose of
rendering international and intrastate telecommunication services (voice and data) to
Client, in the meaning set forth in Subsections (b) and (d) of the definition of “Client” in
Section 1.  






	 	3.1.6 	Telecommunication
services on the Inmarsat network.  






	 	
Installation,
carrying out, maintenance and operation of a stationary land station for the purpose of
rendering voice and data traffic service and allocation of a sim card on the Inmarsat
network as set forth in Appendix A2 in the license and in accordance with technological
updates which will occur, from time to time, in the Inmarsat network and in its services
approved by the Director. 






	 	3.1.6.1 	In
order to remove any doubt, all the international services given on the Inmarsat network
will be rendered in a manner so that the system will be linked to the public
telecommunication network in Israel and abroad via an INO.  






	 	3.1.6.2 	Regarding
the technical aspects of the operation of the station, and the permits and licenses
required in this respect, the Licensee will act as required hereunder:  






	 	3.1.6.2.1 	The
Licensee will connect the Inmarsat stationary land station in accordance with its
license, via a suitable licensee, to the international telecommunications systems of
INOs, as detailed in Appendix A2, in such a way that enables the existence of
international Inmarsat services for any Client, by means of end equipment in the Client’s
possession.  






	 	3.1.6.2.2 	The
technical, operational and trade arrangements between the Licensee and an INO will ensure
all that is necessary to supply every Client with the following:  






	 	(a) 	Quality
service, including control on the quality of service and the means to
               examine and deal with Clients complaints regarding the quality of service.  






	 	(b) 	Reliable
and accurate billing of the Client, including control on the billing,                and
means to examine and deal with clients complaints regarding erroneous
               billing and detection and prevention of fraud and deceit.  






	 	(c) 	Consumer
reply to applications and clarifications of the Client, including tools
               and means for providing a detailed invoice to the Client and for checking
               applications of the Client in any issue linked to reception of
international                services.  






5







	 	3.1.6.2.3 	For
the purpose of all aforesaid, the Licensee will act inter alia, as follows: 






	 	(a) 	Allow
any client to transfer Inmarsat calls via an INO  






	 	(b) 	Ensure
equal conditions to any INO, including with respect to commercial terms,
               billing and collection arrangements, availability of connecting
installations                and quality of service; without derogating from the
generality of the aforesaid,                company R.R. will supply service to all the
INOs in equal conditions, including                in the issue of reciprocal link,
supply of infrastructure facilities and                connection services to the
Inmarsat system.  






	 	–	In
any communication in which the call initiator is a subscriber of a land network, a
communication called ‘fix to mobile’, the Licensee will ensure equal conditions
for any INO, including with respect to commercial trade terms, billing and collection
arrangements, availability of connecting installations and quality of service.  






	 	–	In
any communication in which the call initiator is a mobile satellite terminal which dials
to a subscriber of a land network in Israel or abroad, a communication called ‘fix
to mobile’, the Licensee will transfer the call via an INO selected by him.  






	 	(c) 	The
terms for providing access and making use by an INO of the Licensee’s
               system will be reasonable and nondiscriminatory; In case the parties don’t
               agree, the Minister will decide in these matters.  






	 	(d) 	The
Licensee will transfer to the Director a copy of each agreement between the
               Licensee and an INO regarding access and usage as aforesaid, upon his
request.  






	 	3.2. 	Comments
and Clarifications






	 	3.2.1 	Licensee
may carry out activities and services permitted by this license by an analogical or
digital method as well as to perform signal processing, compression, encoding and relay.  






	 	3.2.2 	Prior
to the first operation of the land satellite station opposite any satellite, the Licensee
will perform compatibility tests of the station against the said satellite and will be
entitled to operate the station against this satellite only after it has obtained access
approval. A copy of the approval will be remitted to the Director of the engineering and
licensing department as well as to the Director of spectrum management and frequency
licensing in the Ministry of Communications.  






	 	
Copies
of all of Licensee’s Access approvals are attached as Appendix C, which will be
updated from time to time. 






	 	3.2.3 	With
respect to a Client who is a general licensee for cable broadcasts, the Licensee is only
entitle to render point to point transmission services or point to predefined multi-point
services, provided that the reception points are broadcasting centers that serve the
general licensee for cable broadcasts.  






	 	3.2.4 	Additionally
to the aforesaid in Section 3.1.6, the Licensee must supply all the services set forth in
the letter of the Shipping and Ports Authority attached to the license as Appendix A3.  






	 	3.3. 	Ancillary
Services  






	 	3.3.1 	Establishment,
installation, connection, operation and maintenance of the system. 






6







	 	3.3.2 	Establishment
and operation of control means necessary to guarantee that the system functions properly.  






	 	3.3.3 	Ordering
and receiving lines from the ISO or special licensee to render transmission services for
the purpose of connecting the system with clients.  






	4.  	Commencement,
Renewal and Validity of the License  






	 	4.1 	This
license will commence on the day the Director signs it and it will be valid until Wednesday,
24 Av 5773 (31.07.2013)  (hereinafter – “License Period”). 






	 	4.2 	During
the License Period the Director may inspect whether the license terms are being upheld by
the Licensee and the quality of its services. 






	 	4.3 	Whereupon
the Director deems it appropriate during the license period to amend its terms or details
of this license, add or derogate from them (hereinafter – “The Director’s
Requirements”), after having heard the Licensee and after having taken into account
inter alia, the considerations set forth in Section 4(b) of the Law, the Licensee
will act to abide by the Director’s Requirements and these requirements will be an
integral part of this license. 






	 	4.4 	The
Director will act pursuant to its powers as noted in Section 4.3 after having given the
Licensee ample opportunity to argue his assertions. 






	 	4.5 	The
Licensee will notify the Ministry in writing, no later than 60 days prior to the end of
the license period whether it intends to renew the license and will attach to the request
a report as detailed in Section 10.4, and should he not do so, then the Licensee may not
continue rendering the services from the date of the end of the license period; a request
submitted after the aforesaid date, if submitted, will be considered a new request for a
special license and all deriving therefrom. 






	5.  	Terms
of the License  






	 	5.1 	Installation
and Operation of the System and End Equipment 






	 	
In
the installation, operation and maintenance of the system, the Licensee will ensure at
least the following: 






	 	5.1.1 	The
existence of the necessary approvals as detailed below: 






	 	5.1.1.1 	Type
Approval from the Director with respect to all the end equipment specified in Appendix A,
A1 and A2 to the license.  






	 	5.1.1.2 	Installation
of the system, operation and maintenance thereof will be carried out by the Licensee or
contractors who will act on its behalf, and in accordance with the terms of the Type
Approval given with respect to the foregoing equipment.  






	 	5.1.1.3 	The
Licensee will advise the Ministry in advance and in writing concerning the contractors
working on its behalf.  






	 	5.1.1.4 	Access
approvals to the Licensee's land satellite stations. 






	 	5.2 	Maintenance






	 	5.2.1 	In
any event of a malfunction, the turnaround time for renewal of service to the Client will
be as detailed in the agreement with the Client.  






7







	 	5.2.2 	The
Licensee will ground the transmitter and will ensure that the feeders and antennas will
be at ground potential with respect to direct voltage.  






	 	5.2.3 	Whereby
the power supply of the transmitter emanates from the electricity network, electrical
contact between the electricity network and antenna needs to be avoided.  






	 	5.2.4 	Licensee
will ensure that the operation of the system does not cause electromagnetic interferences
to the State’s systems or to other lawfully operating systems.  






	 	5.2.5 	Whereupon
the Licensee becomes aware that the system is causing such interferences as noted in
Section 5.3.4 it must stop forthwith the system from operating and not renew its
operation so long as the interference continues or may continue.  






	 	5.2.6 	In
any event of a malfunction constituting a safety hazard, the Licensee is responsible to
prevent the hazard immediately upon its discovery.  






	 	5.2.7 	In
any event of a malfunction, the Licensee will first inspect whether the source of the
malfunction is something other than the system, including the end equipment.  






	 	5.3 	Infrastructures  






	 	
The
service will be provided via the systems described in Appendices A, A1, A2 and E to the
license via satellite infrastructures (space segments) and via the ISO (land)
infrastructure or a special licensee to render the transmission services and via an INO. 






	 	5.4 	Using
Encryption System  






	 	
Any
use of encryption systems, whether direct or indirect, including via hardware and/or
software will be made subject to the provisions of the Order for the Supervison Over
Commodities And Services (Dealing with Encryption), 5758-1998. 






	 	5.5 	Restrictions  






	 	5.5.1 	Licensee
will establish and operate, for the purpose of rendering the service, a satellite land
station or a mobile satellite station as set forth in Appendices A, A1 and A2.  






	 	5.5.2 	To
remove any doubt it is clarified that: 






	 	5.5.2.1 	Licensee
is not entitled to render telecommunication services that were not explicitly approved
under this license or by any other telecommunication license from the Director;  






	 	5.5.2.2 	Whereupon
a Licensee sees a client rendering services to third parties, it will not allow it nor
enable it to do so unless the client obtains a license to do so.  






	 	5.5.2.3 	Licensee
is not entitled to permit the use of its system by another licensee unless this was
permitted in this license, or pursuant to the Director’s directive in accordance
with Section 5 of the law.  






	 	5.5.2.4 	Licensee
will execute the activities and services pursuant to this license by the manner
determined herein with respect to the performance and supply thereof;  






	 	5.5.2.5 	Licensee
is not entitled to bypass the foregoing stipulations through the use of permits
determined in other licenses given to it and which were intended for another matter.  






	 	5.5.2.6 	Operating
the system is contingent upon performing compatibility tests and obtaining Access
Approval from the satellite service operator.  






8







	 	5.5.2.7 	Licensee
is not entitled to render broadcasting services to the public nor is it entitled to
permit another to render such services using its facilities, unless the other is a Client
that is a broadcasting corporation as defined in this document and in accordance with the
provisions of the law and the license regulating that Client’s broadcasts.  






	 	5.5.2.8 	Licensee
is not entitled to bypass, by any means, a public telecommunications network of a general
Licensee or transmission service of a special Licensee.  






	 	5.5.3 	A
Licensee is not entitled to make changes to the system described in Appendices A, A1, A2
and E to this license without obtaining the Director’s approval in advance and in
writing.  






	 	5.5.4 	Licensee
is not entitled to use, within the Client’s premises, cables or pipes owned by an
ISO or used by an ISO unless it obtains the ISO’s written consent to do so.  






	 	5.6 	Fair
Competition  






	 	
Licensee’s
activities will not include an act or omission that may impede upon competition within the
general telecommunications field or competition within the field of services detailed in
Section 3 in particular, restricting such competition or harm the public benefit. 






	 	5.7 	Cancellation
of a Condition in the License  






	 	5.7.1 	Cancellation
or a determination pertaining to the cancellation of a condition in this license, or a
portion thereof, will only apply with respect to that condition or portion thereof,
pursuant to the matter at hand, and they will not in and of themselves prejudice the
binding validity of the license, or of another condition therein, unless a different
meaning is compelled resulting from the cancellation or revocation or the context of the
matter at hand.  






	 	5.7.2 	Upon
cancellation of the license or expiration of its validity, the Licensee will disconnect
the entire system including the end equipment, which served for rendering the service.  






	 	5.8 	Licensee’s
Role In A State of Emergency  






	 	
The
Licensee will act as specified in Appendix B to this license.  






	 	5.9 	Norms,
Procedures, Specifications and Standards  






	 	5.9.1 	Licensee
will prepare and remit for approval by the Director, procedures, specifications and
standards necessary to carry out the telecommunication activities and rendering
telecommunication services.  






	 	5.9.2 	Licensee
will carry out telecommunication activities and render telecommunication services
pursuant to procedures, specifications and standards set by the Director or approved by
him, and pursuant to updates notified by the Director from time to time.  






	 	5.9.3 	Licensee
will ensure that it obtains Access Approval for the stations from the “A.T.
Communications Channels Ltd.” company prior to their operation on the Amos network,
and will remit to the Director a copy of each Access Approval given to it.  






	 	5.10 	Instructions
and Restrictions with respect to Spectrum issues 






	 	5.10.1 	The
approval to operate the system over an electromagnetic spectrum is as detailed in
Appendices A, A1, A2, B and E which will be revised from time to time by the Director.  






9







	 	5.10.2 	The
Licensee will abide by all the rules deriving from broadcasting and reception activities
via satellite pursuant to the Treaty, Law, Ordinance and the license and pursuant to the
procedures as published by the Director from time to time.  






	 	5.10.3 	The
approval for the station’s activity over the electromagnetic spectrum will be on a
secondary basis(1) and subject to additional conditions based on the station’s
individual frequency as detailed in Appendices A, A1, A2 and E.  






	 	5.10.4 	In
the case of an Israeli satellite operator, the Licensee will ensure that the system
operates in accordance with the spectral constraints which the State submitted to toward
other organizations.  






	 	5.10.5 	In
the case of a foreign satellite service operator, the Licensee will ensure that the
system operates in accordance with the spectral constraints that the satellite service
operator’s managers and organizations committed to toward the State.  






	 	5.10.6 	In
the event that no such reciprocal undertakings exist, the Director may determine the
conditions of transmission to the foreign satellite service operator  






	 	5.10.7 	The
frequencies and transmission power detailed in Appendices A, A1, A2 and E will be
compatible with the foregoing constraints pursuant to the sections above.  






	 	5.10.8 	The
approval for the electromagnetic spectrum activity is as detailed in Appendices A, A1,
A2, B and E; any change in frequencies or other data requires contacting the Director in
advance and in writing in order to request approval. The Director will consider the
specific request and is not obligated to approve the requested change.  






	 	5.10.9 	Within
3 months from amendment of the license, the Licensee will remit an update to Appendix E
of the license.  






	 	5.10.10 	Use
of Frequencies  






	 	5.10.10.1 	Licensee
will establish the system and operate it by such a manner that none of its parts radiate
radiation that is prohibited pursuant to the provisions of the Pharmacists Regulations
(Radioactive Elements And Their Products), 5740-1980, and will do all that is necessary,
if necessary, in order to obtain a permit pursuant to the foregoing regulations and all
laws.  






	 	5.10.10.2 	Licensee
will establish the systems and operate them by such a manner that prevents interference
with other telecommunication and remote systems that operate lawfully; prior to operating
the system the Licensee will perform tests and measurements in order to prevent
electromagnetic interferences; if it is discovered that electromagnetic interference is
foreseen or interference is discovered upon the operation thereof, the Licensee will act
in order to find a solution to prevent such interference and prevent them from
reoccurring and if no solution can be found, then the Licensee will write to the
Director, or the person designated for this purpose on its behalf, in order to try and
find a reasonable solution; the Director may demand that each of the parties make changes
in operating the equipment or use of the frequencies or stop transmitting over certain
frequencies across the country or in specific areas.  






	 	5.10.10.3 	Licensee
will use the frequencies allotted to him as noted in Appendix E only in order to render
the services pursuant to this license.  






	 	5.10.10.4 	Granting
this license, including approval of the engineering plan, does not award any protection
from interferences from other electrical radiators that are lawfully operating within
parallel frequency fields or other electrical radiators operating outside the State’s
territory or electrical radiators that are lawfully operating on a frequency whereby
their harmony is received by the system, however the Director will make all reasonable
efforts in order to find a suitable solution for the required protection.  










	* 	        Secondary
Basis within the meaning of the International Telecommunication Union           (ITU)
Regulations 






10














	 	5.11 	Payments  






	 	
The
Client will pay the Licensee for the services, in accordance with the tariff table
attached to the alliance agreement. 






	6.  	Methods
of Rendering the Service  






	 	6.1 	Furnishing
the Service  






	 	6.1.1 	Licensee
will render its services via the system and stations that are specified in Appendices A,
A1, A2 and E to this license.  






	 	6.1.2 	Licensee
will remit complete and detailed information regarding the services, nature of the
services, scope and the cost of such service to anyone seeking such information and to
the Clients.  






	 	6.1.3 	A
copy of the alliance agreement to be remitted to the Client will include, inter alia,
these:  






	 	6.1.3.1 	Description
of the services the Client is to receive. 






	 	6.1.3.2 	The
technical standards of the service.  






	 	6.1.3.3 	The
quality of service and availability standards, including maintenance and control data.  






	 	6.1.3.4 	The
date upon which rendering the services will begin. 






	 	6.1.3.5 	Routes
of the lines - outlet and destination. 






	 	6.1.3.6 	The
consideration that the client will pay the Licensee in return for the service. 






	 	6.1.3.7 	Data
pertaining to the systems via which the services will be rendered. 






	 	6.1.4 	Licensee
will render the service continuously, in accordance with the alliance agreement with the
Client and subject to all laws and provisions of the license.  






	 	6.2 	Marketing
the Service  






	 	6.2.1 	Licensee
will render the service to all those seeking the service within the State of Israel, and
with the approval of the liaison and coordination administration, will render the
services in the Judea and Samaria region and the Gaza strip that are within the control
of the State of Israel, subject to the local law and the security legislation in those
areas.  






	 	6.2.2 	Licensee
is not entitled to operate the satellite system from the Palestinian Authority territory
for the purpose of international communications.  






	 	6.3 	Advertising
the Service  






	 	
With
respect to advertising the services subject-matter of this license, the Licensee will
abide by the following:  






11







	 	6.3.1 	Advertising
the services to the public will be sincere and accurate and pursuant to the provisions of
the law.  






	 	6.3.2 	No
advertising will prejudice the public benefit, the Ministry or an ISO and the
restrictions detailed in this license will apply thereto.  






	 	6.3.3 	The
advertising will correspond with the conditions of the license and the informative
content of the service being advertised.  






	 	6.3.4 	The
advertisement will include a detailed reference of the service being provided pursuant to
this license and will also note the license number therein.  






	 	6.3.5 	The
advertisement will include complete information about the service center and the person
responsible for handling public grievances.  






	7.  	Amending
the Conditions of the License  






	 	
The
Director, after having given the Licensee ample opportunity to argue its assertions, may
amend the conditions of the license, add to them or derogate from them if he is of the
opinion that one of the following has occurred:  






	 	7.1 	A
change occurred to the license applicant’s extent of compatibility to perform the
actions and services subject-matter of the license. 






	 	7.2 	The
change to the license was necessary in order to improve and guarantee  the  competition
 within          the telecommunications field.






	 	7.3 	The
change to the license was necessary to ensure the standard of services provided hereunder.






	 	7.4 	Technological
changes in the telecommunications field justifying a change in the license.






	8.  	Communication
and Quality of Service  






	 	8.1 	Service
Location  






	 	8.1.1 	In
order to render the services pursuant to this license, the Licensee will operate an
operations, control and maintenance center (hereinafter – The Center); the
communications and control Center of the service will be installed and operated in the
Center.  






	 	8.1.2 	The
centers are located in: 






	 	a. 	Reem
Junction, Rural Delivery Shiqmim, Tel. 08-861000  







	 	b. 	5
Hahasqala Blvd., Tel           Aviv, Tel. 03-5623994, Fax. 03-5613061  







	 	c. 	1
HaKesem St. Herzliya, Tel.           09-9541383, Fax. 09-9541328  







	 	d. 	Emeq
Haela, Tel. 02-9904444, Fax. 02-9913473  






	 	8.1.3 	The
centre at Reem Junction or Emek Haela will offer those calling, information pertaining to
the Licensee’s services and will serve as the address for clarifications and
handling malfunctions.  






	 	8.1.4 	The
Licensee will keep a record of all complaints it receives and the manner by which they
are handled.  






	 	8.1.5 	The
center at Reem Junction or Emeq Haela will be manned 24 hours a day, all year round,
except Saturdays and Holidays.  






12







	 	8.2 	Lines  






	 	
For
the purpose of rendering the service subject-matter of this license by the Licensee,an ISO
or a special licensee rendering transmission services to the Licensee will install for the
Licensee, lines whose numbers will be adapted to the system’s traffic load and will
allow the service quality requirements determined in Section 8.3 to be met. 






	 	8.3 	Quality
and Continuity of Service  






	 	8.3.1 	Upon
rendering the service pursuant to this license, the Licensee will guarantee at least the
following:  






	 	8.3.1.1 	Continuous
supply of control and maintenance services in accordance with the alliance agreement with
the Client and subject to all laws  






	 	8.3.1.2 	The
Licensee will act, insofar as possible, to prevent the occurrence of malfunctions in the
system.  






	 	8.3.1.3 	The
Licensee and whomever he so authorizes will report any malfunctions that impact the ISO
public telecommunications network to the ISO and will act to quickly repair the
malfunction insofar as possible.  






	 	8.3.2 	Licensee
will install, as part of the system, computerized means for reporting and warnings
pertaining to meeting the quality of service.  






	 	8.3.3 	Licensee
will appoint someone responsible to handle Clients’ grievances; will keep a record
of the grievances and the manner by which they were handled – all as the Director so
instructs.  






	 	8.3.4 	The
installation and maintenance of a generator and U.P.S. system that will allow for
uninterrupted work during electricity power cuts for a period of at least eight hours.  






	9.  	Qualifications
and Ability  






	 	9.1 	In
order to render services pursuant to this license, and to perform the provisions of this
license, the Licensee will use proper means and employ a skilled professional team
comprising of at least 6 technical professionals (engineers, technical engineers and
technicians) of which at least 2 registered engineers out of all the professionals –at
least two who each one will have at least 3 years experience in the satellite
communications field. 






	 	9.2 	The
professional team will have the knowledge and experience in the satellite communication
field and operating satellite communication systems as well as having the ability to
coordinate between satellite organizations and satellite networks and the Ministry of
Communications. 






	 	9.3 	Licensee
will keep in its possession, during the license period valid knowledge agreements to
operate the system as well as agreements to service and maintain all the system’s
components. 






	10.  	Monitoring,
Reporting and Cooperation  






	 	10.1 	With
respect to monitoring and control powers over the Licensee’s activities and the duty
to report applicable to it, the provisions of the Supervisory Regulations will be deemed
an integral part of the conditions of this license. 






	 	10.2 	The
Licensee will cooperate with the supervisor and anyone appointed on its behalf for this
purpose – will extend the required assistance and will furnish plans and other
documents, accounts and reports, as will be requested from time to time, associated with
the license and operation of the service as well as the provisions by the Supervisory
Regulations. Likewise, the Licensee will enable a person designated for this purpose on
behalf of the Ministry to perform engineering tests and other tests in its premises,
systems and other equipment he installed. 






13







	 	10.3 	The
Ministry will monitor adherence to the license conditions and will make available to
itself all the powers determined by law whereupon any of the provisions of the license
are breached, including the possibility of disconnecting the lines or terminating the
services and even revoking the license in instances that are appropriate according to the
Law, and including imposing financial sanctions in accordance with the Law. 






	 	10.4 	The
Licensee’s Activity Report and Plans  






	 	10.4.1 	Within
three months from amendment no. 3 to the license, the Licensee will transfer an update to
the list of clients which “Bezeq” remitted to the Ministry, which is attached
as Appendix A4 referring to the activity transferred from “Bezeq” to the
Licensee.  






	 	10.4.2 	Once
a year, from the date of signing the license, or pursuant to the request of the Director,
the Licensee will remit an annual report as specified in Supplement A, to the senior
engineer and licensing deputy Director and to the senior deputy Director
telecommunications supervisor.  






	 	10.4.3 	The
report will be signed by an authorized signatory and an affidavit confirming the details
included in it will be attached to it.  






	 	10.4.4 	An
application for renewal of the license which its validity has not yet expired, will be
remitted not later than 90 days before the end of license period, pursuant to the
Telecommunications Regulations (Telecommunications and Broadcasting) (Details of a
Special License Application), 5764-2004. If the Licensee failed to remit the
aforementioned application, the Director is entitled not to consider it as a renewal
application, but a new license application, with all that it entails, including the issue
of paying a license fee, filing an application, etc.  






	11.  	Miscellaneous  






	 	11.1 	Fees  






	 	11.1.1 	Licensee
will pay for this license, fees at the rates and on the dates as determined by the
Ministry in return for this license – all pursuant to the Law and the Ordinance; the
Licensee will also provide, to guarantee fulfillment of its obligations, a bank guarantee
or other guarantee, pursuant to the Ministry’s guidelines and subject to all laws.  






	 	11.1.2 	A
suspending condition to this license being enforced and the continued enforcement in the
future is that the Licensee pays all such payments.  






	 	11.1.3 	Whereupon
the license was revoked, limited, suspended or not renewed for whatever reason – the
Licensee will not be entitled to reimbursement of payments or fees, in whole or in part,
that it paid for the license, renewal thereof, expanding it or changing the details
thereof.  






	 	11.2 	The
Liability Of The Parties And The Relationship Between Them  






	 	11.2.1 	The
Ministry is not liable toward the Clients and toward any third party for any damage
sustained as a result of an act or omission by the Licensee, those acting on its behalf
or in its place and which are associated with rendering services pursuant to this
license; the Licensee will indemnify the Ministry, forthwith, for any damage or expense
it incurs due to such a claim.  






	 	11.2.2 	Licensee
will clarify in the alliance agreement that the contractual relationships for the purpose
of rendering services subject-matter of this license is between him and the Client only
and that there are no contractual or commercial relations between the Client and the
Ministry or between the client and an ISO insofar as rendering services under this
license are concerned.  






14







	 	11.3 	Changing
Identification Details  






	 	
Licensee
will notify the Director in advance and in writing of any change to its address, the
center’s address, his name, telephone number or facsimile number. 






	 	11.4 	Publication
and Remitting Information  






	 	11.4.1 	The
Ministry is entitled to publish the license, in whole or in part, with the exception of
its appendices, for public knowledge on the date and as it deems appropriate; without
derogating from the foregoing the license without its appendices is available to the
public for perusal at the Ministry.  






	 	11.4.2 	The
provisions of the Freedom of Information Law, 5758-1998 (hereinafter: “Freedom of
Information Law”) will apply to a request for information including details
pertaining to the appendices to the license.  






	 	11.4.3 	The
Licensee will mark in the application to obtain a license the information contained in
the license appendices which in his opinion sub-section 9(b)(6) of the Freedom of
Information Law will apply and will reason his opinion as detailed in Section 13 of the
Freedom of Information Law.  






	12.  	The
License, its provisions and Provisions of the Law  






	 	12.1 	Captions
of the Sections  






	 	
The
captions of the sections in the license were inserted solely for convenience purposes and
will not be used as an aid to interpretation or explaining the content of any of the
conditions in the license. 






	 	12.2 	Contradiction
Between The Provisions Of The License  






	 	
In
any event that a dispute arises with respect to interpreting a provision in the license
or a prima facie contradiction between them, the Director will determine how to interpret
the provisions or how to settle the contradiction between them and after having given the
Licensee ample opportunity to argue his assertions. 






	 	12.3 	Abiding
By The Provisions Of All Laws  






	 	12.3.1 	Upon
rendering the services pursuant to this license, the Licensee will ensure that it abides
by all of the following:  






	 	12.3.1.1 	The
provisions of the Law, Treaty and Ordinance.  






	 	12.3.1.2 	Administrative
instructions given pursuant to the Law or Ordinance.  






	 	12.3.2 	The
granting of this license does not release the Licensee from fulfilling any provision
applicable to him pursuant to any law.  






	 	12.4 	The
License As An Exhaustive Document  






	 	12.4.1 	The
Licensee’s rights, duties and powers insofar as performing telecommunication
activities and rendering telecommunication services as detailed in this license are
concerned, and the performance of telecommunication activities necessary for the purpose
of the foregoing license, are those that only originate in this license and derived from
it and pursuant to it.  






15









	 	12.4.2 	The
Licensee will be estopped from asserting the existence of any right, permission or power
in connection with the performance of telecommunication activities or rendering
telecommunication services on the basis of any information, warranty, undertaking,
representation, offer, understanding, publication, protocol, discussion or declaration
made outside the scope of this license, whether in writing or orally, whether prior to
being granted the license or thereafter, unless they were explicitly expressed in this
license.  






	 	12.5 	Assignment
To Another  






	 	12.5.1 	The
license is personal, and the Licensee cannot assign it to another, including any right or
obligation pursuant hereto, unless the Licensee received an approval to do so from the
Minister.  






	 	12.5.2 	Whoever
holds means of control in the Licensee or in a principal shareholder of the Licensee,
cannot pledge such means of control, unless the pledge agreement includes a condition
according to which the pledge may not be exercised without the Minister’s approval
in advance and in writing.  






	 	12.5.3 	For
the purpose of Section 12.5.1 – 






	 	12.5.3.1 “Assignment”	 – whether
directly or indirectly, whether for consideration or without consideration, whether
permanently or for a period of time; including a change in the means of control of the
Licensee even if this does not constitute a change of owner of control and including
transferring the majority of the Licensee’s assets; 






	 	12.5.3.2 "Means

of control" 	   –     within the meaning of Section 1 of the Law. 






	 	12.5.4 	Notwithstanding
the aforesaid in Section 12.5.1, assignment or acquisition of traded means of control in
the Licensee which require an approval pursuant to Section 115.1 which do not constitute
transfer of control in the Licensee, will be carried out in accordance with the
provisions of Appendix H’ and after the Director has given an approval in advance
and in writing for the carrying out of an issuence or sale to the public of the
securities. For the purpose hereof, “traded means of control” –means
of control, including deposit certificates or similar certificates, under securities
traded on a stock exchange in Israel and/or abroad, in a non-hostile country, or means of
control issued to the public according to a prospectus and held by the public, in Israel
and/or abroad, in a non-hostile country.  






	13.  	Terms
And Provisions To Ensure Individual Privacy  






	 	
While
rendering services pursuant to this license, the Licensee will take every measure
necessary pursuant to the Law to ensure the Client’s privacy, and inter alia,
will act in accordance with these terms: 






	 	13.1 	Licensee
will not remit any information or details about the clients and about the type of
services they request except to the clients themselves. 






	14.  	Appendices
to the license  






	 	
The
Appendices to this license constitute an integral part of the license (not to be published
to the public). 






16











	 	
Below
is the list of Appendices:  









	  	Appendix A 	–	Principle structure of a system for transmission of video and audio. 






	  	Appendix
A1 	–	Principle structure of a system for transmission of voice and data. 






	  	Appendix A2 	–	Principle structure of the Inmarsat system. 






	  	Appendix A3 	–	Services to the Shipping and Ports Authority. 







	  	Appendix A4 	–	List of Bezeq Company’s clients furnished to the Ministry on 03.08.2008.







	  	Appendix B 	–	The Licensee's  role during a state of emergency,  special home front situation and
a material communications crisis.






	  	Appendix C 	–	Copies of the Access Approvals.






	  	Appendix D 	–	Copy of Licensee’s trade license, updated (to be remitted within 3 months).






	  	Appendix E 	–	The system’s technical and spectral data and that of the space segments (to
be updated within 3 months).







	  	Appendix F 	–	List of Clients (correct as of 31.7.2008) and services rendered to the Client.







	  	Appendix  G 	–	List of holders in the company.






	  	Appendix  H 	–	Transfer of traded means of control.









	15. 	Name
of contact person on behalf of the company: Mr. David Rivel Telephone
No. 08-8610000, Fax No. 08-8610501








			
			
			
			
			
	29 Tishre 5769	[signature]	[signature]
	28 October 2008	Chaim Garon, Adv. 	Mordechai Mordechai 
	     	Senior Deputy Director General 	Director General 
	     	Engineering and Licensing 	Ministry of Communications 
	     	Ministry of Communications 
			






17








Annex H –
Transfer of Traded Means of Control 





Further to the above section 12.5.3
of the license, the following sections will apply: 






	 1.  	Notwithstanding
section 12.5.1 of the license –  






	 	(a)	If,
without the prior approval of the Director, traded means of control in the Licensee have
been transferred or acquired resulting with a person becoming a principal shareholder in
the Licensee, the Licensee shall report such transaction to the Director in writing
within 21 days from the day that he was notified of it. 








	 	(b)	 If,
without the prior approval of the Director, traded means of control in an amount equal to
10% or more of such type of means of control or in an amount resulting with a person
becoming an influential shareholder in the Licensee have been transferred or acquired,
which did not result in the transfer of control of the Licensee, the Licensee shall
report this to the Director in writing and file with the Director a request to approve
such transfer or acquisition, and all within 21 days from the day that it was notified of
such transaction. 








	2.  	 Entering
into an underwriting agreement in connection with a                public offering or
sale of securities to the public, and their registration on a                stock
exchange in Israel or abroad, in a country that is not hostile, or the
               deposit of securities, including deposit certificates or any such similar
               certificate, in exchange for securities, or their registration with a
               registration company or agent, will not be regarded in and of itself as
the                transfer of the means of control in the Licensee. 








	3.  	(a)  	
Immediately upon the Licensee becoming aware of any           Extraordinary Holdings, it
shall record such matter in the company books           (Shareholder Register) noting the
Extraordinary Holdings, and send a notice to           the shareholder with the
Extraordinary Holdings and to the Director. For these           purposes, “Extraordinary
Holdings” – the holding of traded means           of control without the prior
approval of the Director in accordance with section           1(b) above, and as long as
the Director has not provided his approval in           accordance with the section. 









	 	(b) 	Extraordinary
Holdings, that will be recorded in accordance with           section 3(a), will not grant
the holder any rights whatsoever, and will be           considered “dormant shares” as
defined under Section 308 of the           Companies Law, 5759-1999, except for the
purpose of shareholder dividends or           other distributions (including the right to
participate in an offering of rights           calculated on the basis of the holdings of
the means of control of the Licensee,           however, the holdings acquired pursuant
to such offering will be considered as           Extraordinary Holdings), and therefore
any action or claim in relation to an           exercise of any right due to the
Extraordinary Holdings will not be enforceable,           except for the receipt of
dividends or other distributions as aforesaid. 








	4. 	(a)  	The
Extraordinary Holdings will not grant voting rights in the general meeting.           The
participating shareholder in the vote of the shareholders meeting will           notify
the Licensee before the vote, or if the vote is a written vote, to be           noted on
the ballot, whether the shareholder’s holdings in the Licensee or           the
shareholder’s vote requires approval according to section 1(b) or not;           a
shareholder who did not notify the Licensee as aforesaid, will not vote and           his
voice will not be counted. 








	 	(b) 	A
director of the Licensee will not be appointed, elected or dismissed from
          office as a result of the exercise of the rights of the Extraordinary Holdings;
          in the event that a director has been appointed, elected or dismissed, any such
          appointment, election or dismissal shall not be valid. 








	 	(c) 	The
terms of sections 3 and 4 will be included in the Articles of Association of
          the Licensee, including section 6, with all necessary changes. 









	5.  	As
long as the Articles of Association include the terms of sections 3 and 4 and
               the Licensee acts in accordance with sections 1, 3 and 4, the
Extraordinary                Holdings themselves will not constitute grounds for
revocation of the License. 








	6.  	The
terms of sections 1-5 will not apply to a person who is a founding
               shareholder. In this context, “a founding shareholder” – Kardan
               Communications Ltd., Del-Ta Engineering Equipment Ltd. and Mr. David
Rivel.