exhibit_4-10.htm












Exhibit 4.10



		  	
CREDIT SUISSE AG


	  	  	
Paradeplatz 8

8001 Zürich








 









	  	
Special Deed of Pledge


	  	  
	  	
Pledgor


	  	
Name(s), first name(s)


	  	  
	  	
OPCTN S.A.


	  	
6 Rue Jean Bertholet


	  	
LU-1233 Luxembourg


	  	  
	  	
Client


	  	
Name(s), first name(s)


	  	  
	  	
OPCTN S.A.


	  	
6 Rue Jean Bertholet


	  	
LU-1233 Luxembourg








 





	  	
1. The Pledgor hereby grants Credit Suisse AG (hereinafter referred to as the “Bank”) a right of lien to the assets, rights, and claims vis-à-vis the Bank and listed below, including:


	  	  	  
	  	
■

	
Book-entry securities, securities, and unsecuritized rights;


	  	  	  
	  	
■

	
Account balances, balances in precious metal and coin accounts, and balances from fiduciary investments;


	  	  	  
	  	
■

	
and Holdings in precious metal safekeeping accounts;


	  	  	  
	  	
hereinafter referred to as the “pledged assets”.


	  	  	  
	  	
The pledge also includes any restitution claims resulting from the safekeeping of the pledged assets by the Bank or a third party institution.


	  	  	  
	  	
The right of lien covers all forfeited, current, and future accessory rights such as interest, dividend payments, subscription rights, etc.


	  	  	  
	  	
Securities that are not in bearer form are pledged to the Bank in accordance with Article 901, para. 2 of the Swiss Civil Code (hereinafter referred to as the “SCC”).


	  	  	  
	  	
2. The purpose of the right of lien is to secure any and all claims of the Bank against the Client arising from any agreements or contracts already concluded or to be entered into in the future within the context of business relationships. This applies to both the principal of such claims as well as the accrued and maturing interest, com­missions, expenses, fees and costs. In the case of several claims, the Bank will determine against which claims the collateral or liquidation proceeds will be credited.


	  	  	  
	  	
3. Where mortgage deeds, commercial paper or negotia­ble instruments, goods and chattels or securities issued on the basis of goods are pledged as collateral, the Pledgor is liable for the customary insurance of the pledged property and/or the real estate, properties, items, and goods repre­sented thereby.








 



 



	
To be completed by the Bank

	  	

Signature of Pledgor checked: 



	 
	  	  	  	
Date, signature and stamp

	 
	
09030

134343

	  	  	  	 
	 	 	 	 	 
	Client no. (CIF)	  	  	  	 
	
of the Pledgor  

	
0835-1280382-5

	  	  	 
	 	 	 	 	 






 




  





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The Pledgor hereby assigns to the Bank all insurance and other private or public law compensation claims (including expropriation compensation) accruing to him/her with respect to the aforementioned items, and the Bank is entitled to make the necessary communications and collect such proceeds or indemnification and to give receipt on his/her behalf.


	  	  
	  	
4. This pledge is in addition to and independent of any existing or future security of the Bank and will remain in force until such time as the obligations toward the Bank have been fulfilled in their entirety. The release of individual assets from this pledge will not affect the Bank’s right of lien in respect of the other pledged assets. In the event that collateral is exchanged, the new assets will be subject to this pledge without further formalities. Particularly, in the case of security redemptions, the corresponding proceeds replace the security in question and become subject to the pledge. The entire asset is subject to this pledge, even if its value is increased by reason of additional payments, or for any other reason.


	  	  
	  	
5.If claims of the Bank are due, it shall be authorized to liquidate the pledged assets and use the proceeds to sat­isfy its claims after deduction of expenses and costs. The Bank may, at its discretion, instigate ordinary debt collec­tion proceedings against the client, realize the pledged assets by forced execution or, after giving prior notice to the Pledgor, it may liquidate the collateral by private con­tract, and in particular it may contract on its own account.


	  	  
	
 

	
If the Bank refrains from liquidating pledged assets, this will not constitute a waiver of the Bank’s aforementioned right nor shall this result in any responsibilities for the Bank.


	  	  
	
 

	
6. If the deed of pledge is issued on behalf of third parties, all communications will be deemed to have been duly transmitted if sent to the Client. The Pledgor undertakes to cooperate when transferring the pledged assets to a new buyer. Pledged securities that are not in bearer form are hereby assigned to the Bank in blank in case it should become necessary to liquidate them.


	  	  
	  	
7. In the case of pledged mortgage deeds and other claims secured by real property, the Pledgor himself/herself must take all necessary measures, such as applications, notices of termination, amortizations, etc., to maintain the rights attaching to the pledged assets. He/she relieves the Bank of all responsibility in this regard. Moreover, the Bank will be entitled, but not obligated, to exercise all those rights and to make decisions which are the prerogative of the Pledgor or the owner of the pledged assets. In particular, in the event of termination of a claim secured by the pledge, the Bank is entitled, but not obli­gated, to directly terminate the claims against the mortga­gor arising from the pledged mortgage deeds and to exer­cise all rights against the mortgagor in its own name. In the case of pledged mortgage deeds, particularly mortgage notes in the name of the owner, it is hereby agreed that no notice will be required in the event of termination by the Bank. If the mandatory provisions of the relevant cantonal legislation deviate, it is hereby agreed that the minimum period of notice mandated by the cantonal legislation will apply. The Bank is thus authorized to directly collect the principal, interest, and other income generated by the mortgages and also to enforce the claims for rent in accor­dance with Article 806 of the SCC as if it were the actual owner of the title or mortgage claim. In the case of the sale or fragmentation of the pledged properties, the rights ac­cruing to the mortgage creditor pursuant to Articles 832, 833, and 852 of the SCC will be solely vested in the Bank for the duration of the pledge relationship. The Pledgor undertakes to forward to the Bank all associated notices that come to his/her attention without delay and to accept the Bank’s decisions. Non-compliance will cause the claims to fall due immediately.


	  	  
	  	
In the case of pledged mortgage deeds (particularly mort­gage notes in the name of the owner), the right of lien will cover the current annual interest as well as the annual interest accrued since the date of issue. Interest will be charged at 5% p.a. If, however, a higher rate or a higher maximum interest rate is specified, the latter will be dee­med agreed. The Bank may draw on the principal and interest of pledged mortgage deeds separately, and in part or whole, as collateral for its claims.


	  	  
	  	
8. The assets pledged hereunder will also serve to secure the Bank’s claims against the Client resulting from outstanding credit card payments. The Pledgor hereby confirms that the Bank is authorized in this context to cover the Client’s outstanding credit card payments (including charges and costs), without providing the Client or the Client or the Pledgor with notification or a deadline, by liquidating the assets pledged hereunder by private contract (including by purchasing them itself) and applying the resulting proceeds against the outstanding payments, as soon as the Client is in arrears with these payments. If the credit card relationship is terminated, the pledged assets may be retained until all outstanding credit card amounts (including charges and costs) incurred before termination of the credit card relationship or during collection proceedings have been paid in full, but in any case for at least three months after the termination of the credit card relationship.











 





	
To be completed by the Bank

	 
	 	 	 
	
134343    Client no. (CIF) of Pledgor    0835-1280382-5

	 












 




  





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9. For all other matters, the Bank’s General Conditions and Safe Custody Regulations, with which the Pledgor is familiar, apply.


	  	  
	  	
10. The place of performance is the location specified in the Bank’s address.


	  	  
	  	
If the Pledgor’s current or future place of residence or domicile is outside Switzerland, the place of performance is also the place of enforcement (special domicile pursuant to Article 50, para. 2 of the Federal Law on Debt Enforce­ment and Bankruptcy).


	  	  
	  	
All the Pledgor’s legal relationships with the Bank are governed by Swiss law, to the exclusion of the conflict of laws provisions of Swiss private international law.


	  	  
	  	
The Client as Pledgor acknowledges that the provisions governing jurisdiction in the Bank’s General Terms and Conditions also apply to this contractual relationship.


	  	  
	  	
A third party as Pledgor acknowledges Zurich or - if different - the location specified in the Bank’s address as the exclusive place of jurisdiction. The Bank is entitled to take legal action against the Pledgor (Client or third party) before any other competent court in Switzerland or abroad.










 





	 	List of Pledged Assets, Rights and Claims
	 	 	 	 
	 	
Number or nominal amount

	  	
Designation


	 	  	  	  
	 	
CHF 20’000.00

	  	
Pledge of all shares (“Stammanteile”) of Eldista GmbH,


	 	  	  	
rue des Pierres-du-Niton 17, c/o INTEREXPERTS SA, 1207 Genève.


	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 






 




 





	
To be completed by the Bank

	 
	 	 	 
	
134343    Client no. (CIF) of Pledgor    0835-1280382-5

	 

















  





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Place, date

	  	
Signature of Pledgor


	  	  	  
	
Tel Aviv 3.10.2011

	  	
/s/ Alex Hilman


	 	 	 
	
Place, date

	 	
Signature of Pledgor


	 	 	 
	
Luxemburg, 6.10.2011

	 	
/s/ Yves Mertz


	 	 	 
	
Place, date

	 	
Signature of Pledgor


	 	 	 
	
Luxemburg, 6.10.2011

	 	
/s/ Detlef Xhonneux


	  	  	  
	

Place, date



	  	

Signature of Pledgor




	  	  	  
	 	 	 
	 	 	 
	
Place, date

	  	
Signature of Pledgor


	 	 	 
	  	  	  
	 	 	 
	

Place, date



	  	
Signature of Pledgor


	  	  	  
	
 

	  	
 












 





	
To be completed by the Bank

	 
	 	 	 
	
134343    Client no. (CIF) of Pledgor    0835-1280382-5

	 











 




  




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