20-F











Exhibit 4.4  


An Agreement


Written and signed in Tel Aviv this 1st
day of August, 2006


	
By and Between


	
 

	
 


	
 

	
Internet Gold – Golden Lines Ltd.
Private Company 520044264

  Of 2 Dov Friedman St., Ramat Gan 52503

  (the “Purchaser”)

 


	
 

	
 


	
Of the First Part


	
 

	
 


	
And 

	
 


	
 

	
 


	
 

	
1. Fishman Family Properties Management (1988) Ltd.


	
 

	
Private
  Company 511325870


	
 

	
Of 20
  Lincoln St., Tel Aviv 67134


	
 

	
(“Fishman”)


	
 

	
 


	
 

	
2. Monitin Ltd.


	
 

	
Private
  Company 510783186


	
 

	
Of 127 Yigal
  Alon, Tel Aviv 67443


	
 

	
(“Monitin”)


	
 

	
 


	
 

	
Fishman and
Monitin shall collectively be referred to as the “Sellers”  


	
 

	
 


	
Of the Second Part 


	
 

	
 


	
And 

	
 


	
 

	
 


	
 

	
012 Golden Lines Ltd.


	
 

	
Private
  Company 512140799


	
 

	
Of 25
  Hasivim St., Petah Tikva 49170


	
 

	
(the “Company”)


	
 

	
 


	
Of the Third Part 








	
 

	
 


	
Whereas                

	
The parties
  have entered into a Share Purchase and Merger Agreement dated July 25, 2006
  (the “Agreement”)


	
 

	
 


	
And Whereas

	
The parties
  wish to extend certain dates set forth in the Agreement as detailed above.








	
 

	
 


	
 

	
The parties have therefore agreed, stipulated and declared as follows:













	
 

	
 


	
1.

	
The deadline
  designated in Section 5.1 of the Agreement for submitting notice to the
  Ministry of Communication shall be extended to August 6, 2006.


	
 

	
 


	
2.

	
The deadline
  designated in Section 5.1 of the Agreement for submitting the merger notice
  to the Antitrust Commissioner shall be extended to August 6, 2006.


	
 

	
 


	
3.

	
For the
  avoidance of doubt, all other provisions of the Agreement shall remain
  unchanged.








	
 

	
 


	
In witness
whereof the parties have set their hand in writing on the date and at the
venue first stated above: 








	
 

	
 

	
 

	
 


	
 

	


	
 

	



	
 

	
Internet Gold – Golden Lines Ltd.

	
 

	
Fishman Family Properties Management (1988) Ltd.


	
 

	
 

	
 

	
 


	
 

	


	
 

	



	
 

	
Monitin Ltd.

	
 

	
012 Golden Lines Ltd.


	
 

	
 


	
 

	



	
 

	
Globescom Communication (1997) Ltd.














	
 

	
 


	
Amendment
  to the Agreement Dated July 25, 2006


	
Written and
  signed in Tel Aviv this 20th day of December, 2006


	
 

	
 


	
By and between


	
 

	
 


	
 

	
Smile.Communication Ltd.


	
 

	
Private
  Company 512832742


	
 

	
Of 2 Dov
  Friedman St., Ramat Gan 52503 


	
 

	
(the “Purchaser”)


	
 

	
 


	
Of the First Party 


	
 

	
 


	
And

	
 


	
 

	
 


	
 

	
1. Fishman Family Properties Management (1988) Ltd.


	
 

	
Private
  Company 511325870


	
 

	
Of 20
  Lincoln St., Tel Aviv 67134


	
 

	
(“Fishman”) 


	
 

	
 


	
 

	
2. Monitin Ltd. 


	
 

	
Private
  Company 510783186 


	
 

	
Of 127 Yigal
  Alon, Tel Aviv 67443


	
 

	
(“Monitin”)


	
 

	
 


	
Of the Second Part 


	
 

	
 


	
And 

	
 


	
 

	
 


	
 

	
Globescom Communication (1997) Ltd. 


	
 

	
Private
  Company 512567108 


	
 

	
Of 6
  Hanehoshet, Tel Aviv 61580 


	
 

	
(“Globescom”)








	
 

	
 


	
Of the Third Part


	
 

	
 


	
Whereas

	
Internet
Gold Golden Lines (“Gold”), Fishman, Monitin and 012 Golden Lines Ltd. (the “Company”)
have entered into an agreement dated July 25, 2006 for the sale of 60% of the
issued share capital of the Company by Fishman and Monitin to Gold (the
“Agreement”);  


	
 

	
 


	
And Whereas

	
The
  Commissioner has, on December 14, 2006, approved the closing of the
  transaction in accordance with the Agreement, provided that Fishman, Monitin
  and their related parties sell to Gold or any of its related parties, all of
  the share capital of the Company that they hold;


	
 

	
 


	
And Whereas

	
The parties
have decided to amend the Agreement such that the Purchaser shall purchase
all of the Company’s issued and paid up share capital held by Fishman,
Monitin and Globescom (in this Amendment: the “Sellers”), constituting 97.72%
of the Company’s issued and paid up share capital; 













	
 

	
 


	
And Whereas

	
Globescom is
  desirous to sell its shares in the Company to the Purchaser under the same
  terms at which Fishman and Monitin are selling their shares in the Company to
  the Purchaser;








	
 

	
 


	
The parties
have therefore agreed, stipulated and declared as follows: 








	
 

	
 

	
 

	
 


	
1.

	
The preamble
  to this Amendment constitutes an integral part hereof. The preamble shall be
  in full force and effect, to the extent that it does not conflict with the
  contents of this Amendment.


	
 

	
 

	
 

	
 


	
 

	
 

	
In this
  Amendment, the term “Sellers” shall also include Globescom.


	
 

	
 

	
 

	
 


	
 

	
 

	
Terms
  defined in Section 1 of the Agreement and which are used in this Amendment,
  shall have the same meaning ascribed to them in the Agreement, unless
  otherwise defined herein.


	
 

	
 

	
 

	
 


	
 

	
 

	
The Company
  is not nor shall it be a party to the Agreement, and its signature on the
  Agreement is null and void.


	
 

	
 

	
 

	
 


	
2.

	
The Sellers’
  representations and warranties, as set forth in Section 2 of the Agreement,
  shall remain in full force and effect without any change (subject to the
  provisions of Section 11 herein regarding Section 11.1 of the Agreement),
  except for Sections 2.22 and 2.27 of the Agreement, with regard to which the
  Sellers hereby make the representation and warranty, jointly and severally,
  in lieu of the Company. The representations and warranties provided in
  Section 2 of the Agreement are not made by the Company, and the words “the
  Company” in the beginning of Section 2 of the Agreement shall be deleted.


	
 

	
 

	
 

	
 


	
3.

	
3.1 The
  Purchaser’s representations and warranties, as detailed in Section 3 of the
  Agreement, shall remain in full force and effect without any change.


	
 

	
 

	
 

	
 


	
 

	
3.1.

	
The
Purchaser and Internet Gold – Golden Lines Ltd. (“Gold”) hereby notify the
Sellers that the Purchaser shall purchase the shares of the Company in
accordance with the Agreement and this addendum, and Gold shall guarantee the
obligations of the Purchaser under the Agreement and this addendum. 


	
 

	
 

	
 

	
 


	
4.

	
Section 4 of
  the Agreement shall be replaced by the following:


	
 

	
 

	
 

	
 


	
 

	
4.1.

	
At the
  Closing Date,  the Sellers shall sell
  and transfer to the Purchaser’s ownership, and the Purchaser shall purchase
  and receive ownership, of 97.72% of the Company’s issued and paid up share
  capital on a fully-diluted basis, constituting all of the Company’s issued and
  paid up share capital held by the Sellers (a total of 29,315,220 shares; the
  “Purchased Shares”).


	
 

	
 

	
 

	
 


	
 

	
 

	
The
  Purchased Shares shall be sold to the Purchaser, against payment of the
  Consideration as set forth herein, free and clear of any debt, obligation,
  charge, lien, attachment, right of first refusal, preemptive right or any
  other third-party right (except for any charge, lien or any other third-party
  right created by and/or to the benefit of the Purchaser or on its behalf).













	
 

	
 

	
 

	
 


	
 

	
 

	
The
  Purchaser stipulates as a condition for the transaction contemplated herein,
  that the Sellers must sell it all of the Purchase Shares. Without prejudice
  to any other right it may have, the Purchaser shall be entitled to terminate
  this Agreement in case not all of the Purchased Shares are transferred to it
  as set forth in this Amendment.


	
 

	
 

	
 

	
 


	
 

	
4.2.

	
In
  consideration of the Purchased Shares, the Purchaser shall pay the Sellers,
  against performance of all of the Sellers’ obligations under the Agreement
  and under this Amendment, and against transfer of the Purchased Shares to the
  Purchaser, the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
At the
  Closing Date – the shekel equivalent at the Closing Date of $83,809,955
  (eighty three million, eight hundred and nine thousand and nine hundred and
  fifty five US dollars), according to the following breakdown: $70,952,018
  (seventy million, nine hundred and fifty two thousand and eighteen US
  dollars) to Fishman and $12,857,937 (twelve million, eight hundred and fifty
  seven thousand and nine hundred and thirty seven US dollars) to Monitin.
  Nominal, dollar-denominated interest of six and a half (6.5%) per annum shall
  be added to the amount set forth in Section 4.2(a), calculated as of October
  23, 2006 and until actual payment. The interest shall be paid together with
  the principal.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Within one
year of obtaining the Commissioner’s consent to the Closing (December 14,
2006) and in accordance with the terms of such consent – the shekel
equivalent at the Closing Date of $52,684,893 (fifty two million, six hundred
and four thousand and eight hundred and ninety three US dollars), according
to the following breakdown: $21,842,830 (twenty one million, eight hundred
and forty two thousand and eight hundred and thirty US dollars) to Monitin
and $30,842,063 (30 million, eight hundred and forty two thousand and sixty
three US dollars) to Globescom. Nominal, dollar-denominated interest of six
and a half (6.5%) per annum shall be added to the amount set forth in Section
4.2(b), calculated as of October 23, 2006 and until actual payment. The
interest shall be paid together with the principal. (The amounts set forth in
Sections (a) and (b), combined, shall herein be referred to as the
“Consideration”). 


	
 

	
 

	
 

	
 


	
 

	
4.3.

	
Notwithstanding
  the provisions of Section 4.2(b) above regarding the schedule for the payment
  of the Consideration, in case the Sellers or any one of them is or shall be
  required by law or instructed by the tax authorities to pay any tax with
  respect to the payment set forth in Section 4.2(b) (only) before it receives
  this amount from the Purchaser, the Purchaser shall transfer the required tax
  amount to the Sellers at least one Business Day before the deadline for
  payment by the Sellers or any one of them to the tax authorities (as the
  Sellers shall notify the Purchaser). Any amount transferred by the Purchaser
  to the Sellers under this Section 4.3 shall be offset against the relevant
  portion of the Consideration designated in Section 4.2(b) above.













	
 

	
 

	
 

	
 


	
 

	
4.4.

	
Notwithstanding
  the provisions of Section 4.2(b) above regarding the schedule for the payment
  of the Consideration, if any one or more of the following conditions occurs,
  the full amount of the Consideration set forth in Section 4.2(b) (less any
  amount paid under Section 4.3) shall be payable immediately to the Sellers:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Equity
  and/or debt financing by Gold and/or the Purchaser. In such case, only an
  amount equal to the financing, less reasonable financing costs, shall become
  immediately payable.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The sale of
  all or substantially all of the shares of Gold and/or the Purchaser to a
  third party that is not under the (direct or indirect) control of Gold’s
  current majority shareholders.


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
The sale of
  all or substantially all of the assets or the voluntary or involuntary liquidation
  of Gold and/or the Purchaser or the appointment of a receiver for Gold and/or
  the Purchaser.


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
A merger of
  or issuance of shares in Gold and/or the Purchaser, such that the majority
  shareholders immediately prior to the merger or issuance are no longer the
  controlling shareholders (directly or indirectly) in the surviving company.


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
The sale of
  all or substantially all of the assets of Gold and/or the Purchaser to a
  third party.


	
 

	
 

	
 

	
 


	
 

	
4.5.

	
Until
  payment in full of the Consideration as set forth in Section 4.2(b), Gold
  will prevent any charge or lien from being imposed on its holdings in the
  Purchaser’s shares and shall not transfer any of the Purchaser’s shares that
  it holds to any third party, and all except for the purpose of raising money
  in order to pay any or all of the amount set forth in Section 4.2(b). For
  this purpose, Gold covenants that:


	
 

	
 

	
 

	
 


	
 

	
 

	
4.5.1 

	
Immediately
  after Closing, it shall cause a first charge of NIS 1.00 and a first negative
  charge (i.e., prohibiting any transaction from taking place without the
  Purchaser’s consent) with respect to its obligation under this Section 4.5,
  to be registered on its assets in the Companies Registry.


	
 

	
 

	
 

	
 


	
 

	
 

	
4.5.2 

	
Execute any
  document and perform any action required in order to cause the fixed and
  negative charges to the registered as stated above.


	
 

	
 

	
 

	
 


	
 

	
 

	
4.5.3 

	
The
  Purchaser’s Articles of Association shall be amended to include a provision
  prohibiting the imposition of a charge or lien on the Purchaser’s shares and
  the transfer of the Purchaser’s shares, and all unless the prior written
  consent of each of the Sellers under this Amendment is obtained. The Articles
  of Association shall also include a provision requiring the prior consent of
  each of the Sellers before amending the above provision. Such prior consent
  shall be required until payment in full to the Sellers of the Consideration
  under Section 4.2(b) of this Amendment.


	
 

	
 

	
 

	
 


	
 

	
4.6

	
Without
  prejudice to any other provision of the Agreement, each of the parties shall
  exercise its best efforts to effectuate the transaction in accordance with
  the provisions of the Agreement and this Amendment, and to this end shall
  cooperate with the other parties to the Agreement and this Amendment.













	
 

	
 

	
 

	
 


	
5.

	
The
  Conditions Precedent, as detailed in Section 5 of the Agreement, shall remain
  in full force and effect and without change, except for the following:


	
 

	
 

	
 

	
 


	
 

	
5.1

	
The parties
  agree that Section 5.2 shall no longer be considered a Condition Precedent,
  since the Commissioner has meanwhile granted his consent on December 14,
  2006.


	
 

	
 

	
 

	
 


	
 

	
5.2

	
The
  authorizations referred to in Sections 5.4 and 5.5 of the Agreement shall be
  adjusted such that they authorize the engagement of the parties in the
  transaction in accordance with this Amendment. The Company’s board and
  shareholder approvals shall not be required and shall not constitute a
  Condition Precedent for the transaction.


	
 

	
 

	
 

	
 


	
 

	
5.3

	
The
  paragraph immediately after Section 5.5 of the Agreement shall be amended
  such that the language “... 90 days or, with respect to Sections 5.4 and 5.5.,
  by August 20, 2006 ...” is replace by “210 days”.


	
 

	
 

	
 

	
 


	
 

	
5.4

	
All
  references to the Commissioner in the second paragraph after Section 5.5 of
  the Agreement shall be deleted, since the Commissioner has meanwhile granted
  his approval.


	
 

	
 

	
 

	
 


	
6.

	
The Sellers’
  obligations as set forth in Section 6 of the Agreement shall remain in full
  force and effect and without change, except for the obligations set forth in
  Sections 6.1 and 6.6 of the Agreement. Notwithstanding the above, the obligations
  set forth in Section 6 of the Agreement which remain in force (as stated,
  with the exception of Sections 6.1 and 6.6) are not and shall not be assumed
  by the Company; instead, they shall also extend to the Sellers.


	
 

	
 

	
 

	
 


	
7.

	
All the
  provisions of Section 7 of the Agreement are null and void.


	
 

	
 


	
8.

	
The
  provisions of Section 8 of the Agreement regarding confidentiality shall
  remain in full force and effect and without any change.


	
 

	
 


	
9.

	
The
  provisions of Section 9 of the Agreement regarding the Interim Period shall
  remain in full force and effect and without any change, except that the
  obligations set forth in Section 9 of the Agreement are not and shall not be
  obligations of the Company, and shall only be binding upon the Sellers.


	
 

	
 


	
10.

	
The provisions
  of Section 10 of the Agreement regarding indemnification shall remain in full
  force and effect, subject to the following:


	
 

	
 

	
 

	
 


	
 

	
10.1 

	
Any
  reference in this Section to indemnification of the Purchaser by “the Sellers
  and the Company” shall be replaced by “the Sellers”. It is hereby expressly
  stated that the Sellers shall have no recourse against the Company in any
  exercise of their indemnification right under the Agreement.


	
 

	
 

	
 


	
 

	
10.2 

	
The last
  paragraph in Section 10.1 of the Agreement is canceled.


	
 

	
 

	
 


	
 

	
10.3 

	
Regarding
  the cap for the indemnification amount provided in Section 10.2 of the
  Agreement, the language: “exceed $42 million (i.e., after adjustment for the
  prorated share of the Purchaser in the indemnification received from the
  Company according the Purchaser’s holdings in the Company).”, shall be
  replaced by: “$68,400,000”.













	
 

	
 

	
 


	
 

	
10.4

	
Fishman’s
  and Monitin’s indemnification obligation toward the Purchaser shall be joint
  and/or several, while Globescom’s indemnification obligation toward the Purchaser
  shall be several from that of Fishman and Monitin, and its prorated share in
  the indemnification obligation shall not exceed the prorated portion it
  receives from the Consideration for the shares it is selling.


	
 

	
 

	
 


	
 

	
 

	
The
  paragraphs in Section 10.4 of the Agreement that begin with the language
  “[u]ntil the Closing Date” and end with “mutatis mutandis”, are null and
  void.


	
 

	
 

	
 


	
 

	
10.5

	
Any
  indemnifiable amount that the Sellers are obligated to pay the Purchaser
  under the Agreement and which becomes due before receipt of the Consideration
  set forth in Section 4.2(b), shall be offset against this amount and shall
  not be paid in practice. If such indemnification amount exceeds the
  Consideration set forth in Section 4.2(b), the Sellers shall pay the difference
  to the Purchaser, in accordance with Section 10.4 above.


	
 

	
 


	
11.

	
The
  provisions of Section 11 of the Agreement regarding the Closing shall remain
  in full force and effect, except for Section 11.1 (where the language “and
  the Company” shall be deleted and to which the following sentence shall be
  added at the end of the Section: “Without prejudice to the above, upon
  Closing, the parties shall update the information in the Exhibits and
  Schedules with respect to the period between the execution of the Agreement
  until the Closing Date”), Section 11.5 (where the language “the Company shall
  register” shall be replaced by “the Sellers shall cause the Company to
  register”), Section 11.6 (where the language “the Company shall notify” shall
  be replaced by “the Sellers shall cause the Company to notify”) and Sections
  11.7 and 11.8, which will be replaced in their entirety by the following:


	
 

	
 

	
 


	
 

	
11.7

	
The
  Purchaser shall pay the Sellers the Consideration amount as set forth in
  Section 4.2(a) of the Amendment.


	
 

	
 

	
 


	
 

	
11.8

	
The Sellers
  shall submit letters of resignation from all of the Company’s directors.


	
 

	
 

	
 


	
 

	
11.9

	
The
  Purchaser shall provide the Sellers with written evidence of the action
  described in Section 4.5.3 of this Amendment and with charge registration
  forms, executed by Gold, with respect to the fixed and negative charge as
  stipulated in Section 4.5.1 of this Amendment.


	
 

	
 


	
12.

	
The
  provisions of Section 12 of the Agreement shall remain in full force and
  effect and without change, except for the references to the Merger in Section
  12.2 of the Agreement, which will be deleted.













	
 

	
 


	
13.

	
As creditors
  of Gold and the Purchaser, the Sellers covenant to agree to the Merger
  planned between the Purchaser and the Company and to execute for this purpose
  all of the documents that, as creditors, they will be required to execute. As
  of the execution of this Agreement, the Purchaser shall be entitled to ask,
  and the Sellers shall do everything within their power, to cause the Board of
  Directors and general shareholders meeting of the Company to resolve that,
  contingent upon and subsequent to the purchase of 100% of the Company’s
  shares by the Purchaser, the Company shall merge with the Purchaser.


	
 

	
 


	
14.

	
By executing
  this Agreement, the Purchasers waive the right of first refusal and any other
  right that they may have under the Company’s Articles of Association in
  connection with the purchase by the Purchaser of the remainder of the Company
  shares held by Meyrablin.





In witness whereof the parties have set their
hand in writing on the date and at the venue first stated above:



	
 

	
 

	
 

	
 


	
 

	



	
 

	
Internet Gold – Golden Lines Ltd.


	
 

	
 

	
 

	
 


	
 

	


	
 

	



	
 

	
Smile.Communication Ltd.

	
 

	
Fishman Family Properties Management (1988) Ltd.


	
 

	
 

	
 

	
 


	
 

	


	
 

	



	
 

	
Monitin Ltd.

	
 

	
Globescom Communication (1997) Ltd.