Exhibit D
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TRANSLATION OF THE TADIRAN AMENDMENT AGREEMENT
[TRANSLATED FROM THE HEBREW ORIGINAL]
AMENDMENT TO SHARE TRANSFER DEED
AND SHAREHOLDERS' AGREEMENT
Made and signed in Tel Aviv on the 6th day of July 2005
BETWEEN:ELBIT SYSTEMS LTD. Public Company Number ▇▇-▇▇▇▇▇▇-▇ of the Advanced
Technology Center, Haifa 31053(hereinafter referred to as "Elbit") of the one
part AND:KOOR INDUSTRIES LTD. Public Company Number ▇▇-▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,▇▇▇▇ Ha'ayin 48091 (hereinafter referred to as
"Koor") of the other part (hereinafter referred to as "the parties") WHEREAS on
27 December 2004 the parties executed a share transfer deed (hereinafter
referred to as the "Koor-Elbit Deed" ), pursuant to which it was agreed between
the parties, inter alia , that Koor would sell and transfer to Elbit, in two
stages, 3,944,276 ordinary shares constituting, on the date of signing the
Koor-Elbit Deed, approximately 32% of the issued and paid-up share capital of
the Company (as defined in the Koor-Elbit Deed), all subject to and in
accordance with the provisions of the Koor-Elbit Deed;
WHEREAS on 30 March 2005 the parties agreed to extend the Stage "A" Completion
Deadline (as such term is defined in the Koor-Elbit Deed);
WHEREAS on 18 April 2005 a further protocol was executed between the parties
pursuant to which the parties agreed to extend certain deadlines prescribed in
the Koor-Elbit Deed (hereinafter referred to as the "Protocol" );
WHEREAS on 18 April 2005 Stage "A" of the Transaction (as such term is defined
in the Koor-Elbit Deed) was implemented and Koor sold and transferred the Stage
"A" Shares (as such term is defined in the Koor-Elbit Deed) to Elbit;
WHEREAS on 27 December 2004 the parties signed a shareholders' agreement that
entered into force on 18 April 2005 (hereinafter referred to as the
"Shareholders' Agreement" );
WHEREAS before the implementation of Stage "B" of the Transaction (as such term
is defined in the Koor-Elbit Deed prior to this amendment), the parties agree to
add an additional stage in the framework of which Koor shall sell and transfer
to Elbit 623,115 ordinary shares constituting, on the date of signing this
amendment (hereinafter referred to as the "Amendment"), approximately 5% (five
percent) of the Company's issued capital, subject to the conditions precedent
set forth below, such that there will be a proportionate decrease in the number
of ordinary shares Koor will sell and transfer to Elbit in the framework of the
last stage (Stage "C") of the transaction, and that the conditions precedent for
the closing of Stage "B" and Stage "C" of the transaction will be altered, as
set forth below;
WHEREAS the parties agree that Stage "B" of the transaction and Stage "C" of the
transaction will be implemented independently and regardless of Stage "B" of the
▇▇▇▇▇▇▇▇▇-▇▇▇▇ Deed (as such term is defined in the Koor-Elbit Deed, prior to
the Amendment); WHEREAS the parties wish to amend certain provisions of the
Koor-Elbit Deed and the Shareholders' Agreement, as set forth herein;
NOW, THEREFORE, IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. The preamble to this Amendment constitutes an integral part hereof.
2. The terms and definitions adopted in this Amendment shall bear the
meanings attributed to them in the Koor-Elbit Deed, after its amendment
pursuant hereto, unless expressly stated otherwise.
3. Each of the parties warrants and undertakes as follows:
3.1 that it is authorized to execute this Amendment and perform its
obligations pursuant hereto and that those signing this Amendment on
its behalf are legally authorized to bind it, subject to the provisions
of clause 3.3 below;
3.2 that there is no impediment at law and/or pursuant to its incorporation
and/or pursuant to any court order or instruction and/or any contract
and/or consent and/or agreement to which it is a party to its executing
this Amendment and performing all its obligations pursuant hereto,
except as provided in clause 3.3 below;
3.3 that subject to receiving the approval of Elbit's shareholders' meeting
for Elbit's execution of this Amendment, which has not yet been
received on the date of signing hereof, it has all the approvals and
consents required for the purpose of executing this Amendment.
4. The parties agree to effect all the amendments to the Koor-Elbit Deed,
as marked with revision marks on the Koor-Elbit Deed annexed hereto as
▇▇▇▇▇▇▇▇ "▇▇" and constituting an integral part hereof. In addition,
for the parties' convenience, a clean copy (without revision marks) of
the Koor-Elbit Deed, after its amendment pursuant hereto, is annexed
hereto as Appendix "A2". It is hereby provided that in the event of any
contradiction between the provisions of ▇▇▇▇▇▇▇▇ "▇▇" hereto and the
provisions of Appendix "A2", only the provisions of ▇▇▇▇▇▇▇▇ "▇▇" shall
apply to and bind the parties.
5. The parties agree to effect all the amendments in the Shareholders'
Agreement, as marked with revision marks on the Shareholders' Agreement
annexed hereto as Appendix "B1" and constituting an integral part
hereof. In addition, for the parties' convenience, a clean copy
(without revision marks) of the Shareholders' Agreement, after its
amendment pursuant hereto, is annexed hereto as Appendix "B2". It is
hereby expressed that in the event of any contradiction between the
provisions of Appendix "B1" hereto and the provisions of ▇▇▇▇▇▇▇▇ "▇▇",
only the provisions of ▇▇▇▇▇▇▇▇ "▇▇" shall apply to and bind the
parties.
6. In the event of any contradiction between the provisions of the
Koor-Elbit Deed, the provisions of the Shareholders' Agreement and the
provisions of the Amendment, the provisions of the Amendment shall
prevail, unless expressly stated otherwise, provided that the
provisions of the Koor-Elbit Deed and the provisions of the
Shareholders' Agreement, that have not been expressly amended in the
Amendment and its appendices, shall remain unchanged.
7. The provisions of the Amendment shall enter into force immediately
after (1) due approval of a meeting of Elbit's shareholders for Elbit's
execution of this Amendment and (2) due approval of Elbit's
shareholders' meeting for Elbit's execution of the Elisra Transaction,
as defined in the Koor-Elbit Deed (after its amendment). If the
approvals of Elbit's shareholders' meeting are not obtained as set
forth in (1) and (2) above by 6 September 2005, or if it is not
possible to close Stage "B" of the Transaction on the Second Closing
Date (as such terms are defined in the Elbit-Koor Deed after its
amendment), for any reason, except for an impediment resulting from a
breach of the Koor-Elbit Deed, the Amendment shall be null and void,
its provisions shall not be valid and neither of the parties shall have
any claims or demands against the other, without such derogating from
the validity of the provisions of the Koor-Elbit Deed and the
provisions of the Shareholders' Agreement, as existing prior to signing
the Amendment, and the original provisions of the Koor-Elbit Deed and
of the Shareholders' Agreement, prior to the Amendment, shall remain
valid.
8. The parties hereto may extend or curtail any deadline specified herein
and they may waive the implementation of any of its provisions, on one
occasion or on a number of occasions, through written notice signed by
two officers of each of Koor and Elbit, without the need for additional
approvals, provided that there shall be no extension of the deadline
for obtaining the due approval of Elbit's shareholders' meeting for
Elbit's execution of the Amendment without a proportionate extension in
the date for obtaining the due approval of Elbit's shareholders'
meeting for Elbit's execution of the Elisra Transaction (as defined in
the Koor-Elbit Deed).
As witness whereof the parties have duly executed this Amendment
(signed)
Koor Industries Ltd.
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(signed) -------------------------------------------
Elbit Systems Ltd.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇