The following exhibit constitutes a fair and accurate English translation of
the original copy of this document.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Erez Shacher
President and Chief Executive Officer
AGREEMENT
Drawn up and signed in Tel-Aviv,
On July 11, 1998
BETWEEN
▇▇▇▇▇ ▇▇▇▇
I.D. No. 0464755775
(hereinafter: "the Debtor")
through the Special Administrator
Advocate Ishay Bet-On
(hereinafter: "the Special Administrator")
of the one part
AND BETWEEN:
▇▇▇▇▇ ▇▇▇▇
I.D. No. 54074794
(hereinafter: "▇▇▇▇▇")
of the second part
AND BETWEEN:
▇▇▇▇ ▇▇▇ ▇▇▇▇▇
I.D. No. 03093419-4
and ▇▇▇▇▇▇ ▇▇▇▇▇
I.D. No. 04144853-1
(hereinafter: "▇▇▇▇▇")
of the third part
AND BETWEEN:
Nur Macroprinters Ltd.
Public Company No. ▇▇-▇▇▇▇▇▇-▇
by attorney - Adv. ▇▇▇▇ ▇▇▇▇▇▇
(hereinafter: "Macroprinters")
of the fourth part
WHEREAS: On April 14, 1997, Advocate Ishay Bet On was appointed
by the District Court in Tel-Aviv as Temporary Receiver
of the Debtor in the framework of bankruptcy file
217/97, (hereinafter: "The Bankruptcy File");
AND WHEREAS On November 9, 1997, in the framework of the bankruptcy
file the Debtor was given a permanent receiving order
in the framework of which Advocate Ishay Bet-On was
appointed by the District Court in Tel-Aviv as the
Special Administrator to the Debtor on behalf of the
Official Receiver;
AND WHEREAS In the context of the bankruptcy file, the Special
Administrator is making every effort to achieve a total
arrangement of creditors of the Debtor and a discharge
of the Debtor prior to the Debtor being declared
bankrupt, which includes giving a discharge to
Macroprinters of the claims connected with the Debtor
and ▇▇▇▇▇ by them and/or on their behalf and by third
parties;
AND WHEREAS Macroprinters has an alleged claim against the
Debtor, for the tremendous amount of about NIS
26,039,372.00 (twenty six million, thirty nine
thousand, three hundred and seventy two shekels);
AND WHEREAS Macroprinters supports all the actions of the
Special Administrator and all the procedures which the
Special Administrator takes in the context of the
bankruptcy file and supports the continued functioning
and activities of Advocate Ishay Bet-On in his
functions in connection with the Debtor and with the
matters in the companies connected with the Debtor;
AND WHEREAS The Special Administrator has claims against
Macroprinters with regard to rent debts of the estate
of the Debtor and his wife (hereinafter: "the Rent"),
and with regard to the shares which the Debtor had
owned;
AND WHEREAS Macroprinters has various claims regarding the
bankruptcy file and against the Debtor and against his
wife and against various companies in which the Debtor
and his wife are and/or were shareholders in them;
AND WHEREAS In the context of Macroprinters' waiving receipt of
cash and/or other rights from the receivership fund of
the Debtor, from the Debtor and from anyone on his
behalf, it is possible to discharge all the total
various requests submitted by Macroprinters and the
Special Administrator in the context of the bankruptcy
file;
AND WHEREAS The Parties are interest to arrange a comprise
between them in the framework of this Agreement and
subject to the approval by the Bankruptcy Court in the
bankruptcy file;
IT IS THEREFORE DECLARED, AGREED AND CONDITIONED
BETWEEN THE PARTIES AS FOLLOWS:
1. The preamble to this Agreement is an integral part thereof.
2. Macroprinters waives its right to receive a dividend and/or any funds
and/or other rights, whether in the present or in the future, from the
receivership fund of the Debtor, from the Debtor, or from ▇▇▇▇▇ ▇▇▇▇.
3. Macroprinters hereby waives its right according to its alleged proof of
debt, in a total amount of about NIS 26,039,372.00 (twenty six million,
thirty nine thousand, three hundred and seventy two shekels).
4. a. Macroprinters supports all the actions of the Special
Administrator and all the procedures which the Special
Administrator takes in favor of the creditors and for the benefit
of the receivership in the context of the bankruptcy file against
any factor whatsoever, regarding the existence of this Agreement.
b. Macroprinters also undertakes to support the continued appointment of
Advocate Bet-On whether as a Special Administrator for the Debtor or
whether as a Trustee for the Debtor, should it be necessary.
5. a. The Special Administrator confirms, that against the waiver of
the alleged claim of Macroprinters, the Special Administrator waives
his claims in Applications No. 573/98, No. 823/95 and No. 1630/98
and that he has no claim and/or suit and/or demand whatsoever from
Macroprinters and/or anyone on its behalf including regarding the
rent fees from Macroprinters for the rental of the buildings in the
estate of the Debtor and for the assignment of the rights by way of
pledge by Otsar Ha'▇▇▇▇▇▇ Ltd. and the shares.
b. Nur Macroprinters waives any claim and/or suit of any type
whatsoever against the Debtor and/or the Special Administrator.
Among other things, for the buildings which Macroprinters rents in
the Debtor's estate.
c. The Debtor, ▇▇▇▇▇ and ▇▇▇▇▇ hereby certify that Macroprinters paid
the rent up to July 1, 2000 and therefore it is the tenant up to
that date, in accordance with the rental agreement of July, 4,
1993 and May 29, 1995.
d. The Special Administrator agrees that Macroprinters is entitled to
continue renting the buildings in the Debtor's estate up to July
1, 200 without any additional payment.
e. Macroprinters hereby agrees to a give discharge to the Debtor
provided that this discharge will also include the discharge to
the third parties subject of the discharge.
6. On the approval of this comprise Agreement, the claims and/or
applications of the Special Administrator and/or of Macroprinters which
were submitted in the context of the bankruptcy file numbers 1630/93 and
1547/95 and 579/98 and 1801/98, 523/98, 1684/98 are hereby rejected,
unless the Court will not approve this Agreement and/or the accompanying
compromise agreements.
7. The Debtor himself and through his Special Administrator on behalf of
the Official Receiver - Advocate ▇▇▇▇▇ ▇▇▇-On, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ certify that they have no and will not have any
claim and/or demand and/or suit, both in the present and in the future
against Macroprinters and/or anyone on its behalf, apart from the
implementation of this Agreement.
8. To avoid doubt, the Parties to this Agreement hereby declare that with
approval of this Agreement they hereby waive any claim and/or demand
and/or suit and/or request, whether directly or indirectly, whether if
in the past they have received any expression in the framework of an
existing request and/or agreement or not.
9. This Agreement is subject to the approval of the Bankruptcy Court in
bankruptcy file 217/97
IN WITNESS THEREOF THE PARTIES HEREBY SIGN
( - ) ( - )
-------------------------- ----------------------
▇▇▇▇ ▇▇▇▇▇▇, Advocate Ishay Bet-On, Advocate
Attorney for Macroprinters I. Bet-On
Special
Administrator on
the assets of
▇▇▇▇▇ ▇▇▇▇ on
behalf of the
Official Receiver
and according to
the decision of
the District
Court in Tel-Aviv
( - ) ( - )
------------------------ ----------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
( - ) ( - )
------------------------ ----------------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Advocate Yishai Bet-On 13 June, 1998
Bet Agish Revid
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇
Dear Sir:
Re: T.P. 231/97 - HM 3129/97 - Credit Arrangement
Nur Outdoor Advertising (Manufacturing and Production) Ltd.
Under Temporary Operating Liquidation
(hereinafter: "the Company under Liquidation"
In the name of my client, Nur Macroprinters; Ltd, and in the name of the
Company in Liquidation I would like to put in writing the following agreement
made:
1. The Company in Liquidation has a debt to my client totaling at least
NIS 3,000,000 (three million new shekels).
2. My client hereby gives notice that it supports the creditors settlement
offered by you relating to this matter, whether in this context or in an
amended context.
3. My client hereby also gives notice of its agreement to set its share in
the debt at a total amount of 0 (zero).
4. My client support of the settlement and setting its share of the debt as
mentioned above in clauses 2 and 3 at zero, is subject that the
discharge to the Company in Liquidation will also include a general and
irrevocable waiver of the Company in Liquidation on any claims and/or
demands and/or suits to third parties including a waiver of any claims
and/or demands against Macroprinters and/or anyone on its behalf
relating to the distribution agreement dated 12.5.94, a copy of which is
attached hereto as Appendix A, and parties to this document hereby
declare that they waive any claim or application and/or demand one
against the other, whether directly or indirectly, whether expressed in
the context of an existing application and/or agreement or not.
5. I request that in the context of the creditors arrangement to give
expression to the contents of this letter.
6. Should the creditors arrangement in which these principles appear not be
approved, we will re-discuss the matter and these agreements will no
longer be valid.
Your sincerely,
( _ )
Adv. Amir Ivtzen
on behalf of Macroprinters
( - )
----------------------------
Liquidater and Administrator
Adv. Yishai Bet-On
I Agree
▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇
13.7.98
Dear sir/madam,
Re: General and Irrevocable Waiver
We hereby confirm to you that in addition to the compromise agreements and the
performance of your obligations to us we hereby waive under a general and
irrevocable waiver, any debt you owe us, and we do not and will not have any
claim and/or demand and/or reason for one against you.
As long as you are guarantors for us, we will see to releasing you immediately
after receipt of your written demand.
Should you prepare a creditors arrangement, we will support it and agree not to
receive any payment in the context of our agreement to the creditors
arrangement.
Moreover we will support the appointment of Adv. Ishai Beit-On as Trustee
and/or your Special Administrator.
Nur Macroprinters will occupy the premises rented by it, on the estate on
Moshav Magshimim, until 1.7.2000 and will pay all current payments applying to
it pursuant to the rental agreement, apart from the rent which has been fully
paid up to 1.7.2000. At the time of vacating the premises in due time, as
mentioned above, or at any other postponed time mutually agreed between the
parties, against continued payment of rent, Nur Macroprinters will leave all the
permanent attachments, including:
a. Electric system (wires, plugs, electric boards etc.).
b. Plumbing systems (pipes, taps, waters meters etc.).
c. Air conditioning system.
Yours sincerely,
( - )
---------------------
Nur Macroprinters Ltd.
by attorney Adv. Amir Ivtzen
13.7.98
▇▇. ▇▇▇▇▇ ▇▇▇▇
Dear Sir:
Re: Private Company Controlled by You
We hereby confirm to you that, as long as no claims and/or demands and/or suits
have been submitted, directly and/or indirectly, against Nur Macroprinters Ltd.
by one of the private companies owned by you, and/or which were owned by you,
including by officers who are appointed and/or will be appointed by the Court,
Nur Macroprinters will not submit any claims and/or demands and/or suits against
any of the above-mentioned companies.
Notwithstanding the aforesaid, as long as this relates to companies which are in
the process of a procedure which require submission of proof of a debt at
certain times, Macroprinters will submit such proof of a debt as mentioned as
far as exists, but as long as the terms mentioned in the previous paragraph
shall exist, Macroprinters will not demand its implementation.
In addition, Macroprinters will act in order to release the above companies from
guarantees they gave in favor of Macroprinters' accounts with the banks,
according to a list which will be submitted to us.
If ▇▇ ▇▇.▇▇.▇▇ ▇ creditors arrangement will be prepared with one of the
above-mentioned companies, we will support it as long as it does not harm
Macroprinters or any of its shareholders and will agree not to receive any
payment in the context of our support in the arrangement. We will also support
the appointment of Adv. Yishai Bet-On as the trustee and/or as special
administrator and/or temporary or permanent liquidator of the above-mentioned
companies.
The aforementioned is in addition to the approval of the compromise agreements
between us, and the performance of all your undertakings to us
Yours sincerely,
( - )
---------------------
Nur Macroprinters, Ltd.
by attorney Adv. Amir Ivtzen
Messers: 13.7.98
Nur Macroprinters Ltd.
Re: General and Irrevocable Waiver
We hereby certify to you that subject to the approval of the compromise
agreements and the performance of your obligations to us we have no claims
and/or demands and/or suits against you of any type whatsoever, including but
without any exceptions regarding the following matters (respectively):
1. We hereby certify that during 1996 we received all the rent in advance
with regard to the period ending 1.7.2000. Therefore we do not and will
not have any claims regarding your occupation of the buildings up to the
said date.
2. Up to the 1.7.2000 the rental agreements signed between us, with the
necessary changes, will continue to apply. In the event that the rights in
the estate will be transferred from us, we undertake that the new owners
of the rights will be a party to the above-mentioned rental agreements,
and the transfer of the rights will not harm any of your rights.
3. We hereby certify that we do not and will not have any claims regarding
the use of the rented property, and that your use of the rented property
does not cause any disturbance.
4. We hereby undertake to take any action required with any Authority in
order to ensure that there will not be any impediment in continuing to
occupy the buildings up to 1.7.2000
5. We certify that no funds are due to us from you with regard to anything
whatsoever, and apart from the rental agreements none of us have any
contractual engagements, whether in writing or verbal, and should there be
any such engagement as mentioned, it will be null and void for all intents
and purposes.
Yours sincerely,
( - ) ( - ) ( - ) ( - )
------------- ------------ --------------- -------------
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
( - )
-------------------------------------------------------
In their name and the name of any Company owned by them
Nur Focus Properties and Investments Ltd.
CERTIFICATE
I hereby certify that this letter was signed before me by ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ in the name of Nur Focus Properties and
Investments Ltd., on their own free will without any undue force or pressure and
after I have explained to them the legal consequences of an irrevocable general
waiver.
_________________________________
Signed
13.7.98
Messers:
Nur Macroprinters Ltd.
Dear Sirs:
Re: The Nuri Family
In the name of my client Bank Otzar Hachayal Ltd. and in my capacity as the
Receiver of the estate on Magshamim block 6290, part of parcels 30, 33
(hereinafter: "the Receivership") I hereby certify to you as follows:
1. Disputes were in existence between the various parties connected with the
"▇▇▇▇▇ ▇▇▇▇" affair.
2. The Bank and the Receiver had various claims against Macroprinters
including the matter of assignment of rights by way of a pledge given by
Nur Focus Properties and Investments Ltd. to the Bank, and the right to
receive rent from Macroprinters with regard to the buildings in the estate
of ▇▇▇▇▇ ▇▇▇▇ (hereinafter: "the buildings") on the basis of a first deed
of mortgage on the estate of ▇▇▇▇▇ ▇▇▇▇.
3. The Bank and the Receiver certify that they have no claim and/or demands
and/or suits against Macroprinters relating to the Nuri Affair, including
the occupation of the buildings by Macroprinters and regarding the rent,
both regarding the past and regarding the future up to 1.7.2000.
4. In the footnote to the letter you are requested to approve that
Macroprinters have been informed by ▇▇▇▇▇ ▇▇▇, the Special Administrator,
the Bank and Receiver, that all the rent for the buildings regarding the
period starting 1.7.2000 are pledged to the Bank and should be transferred
directly to the Bank. Therefore, should Macroprinters be interested in
engaging in a rental agreement with regard to the buildings with the
owners of the buildings, for the period as of 1.7.2000, there will be a
need to receive the approval of the Bank to the terms of the rental
agreement.
Moreover, please certify in the footnote to our letter that Macroprinters
has not or will not have any demands against the Receiver and/or the Bank
regarding the occupation of the buildings.
5. The Bank and the Receiver certify that they do not transfer and not
convert and not grant in any other way any right of the rights against
Macroprinters with regard to any matter whatsoever connected with ▇▇▇▇▇
▇▇▇▇, including the matter of the Deed of Assignment, the buildings and
the rental to any third party.
6. The Receiver will inform the Execution Office regarding file ▇▇-▇▇▇▇▇-▇▇
that it no longer demands the Evacuation Order against Macroprinters
and/or does not demand any rent for the buildings.
7. Should the Bank and/or the Receiver continue in realizing the estate, the
estate will be realized in a way that will not harm the rights of
Macroprinters to occupy the building without payment of additional rent up
to 1.7.2000 in accordance with the terms of the rental agreement.
Yours sincerely,
( - ) ( - )
----------------------- ------------
Bank Otzar Hachayil Ltd. The Receiver
by Adv. R. Boblil
We hereby certify the aforementioned in clause 4 to this letter.
( - )
----------------------------
Nur Macroprinters Ltd.
by attorney Adv. Amir Ivtzen.
