Bond ICL Group 6.375% ( IL0028103310 ) in USD

ICL Group

100 % ▲

Israel

IL0028103310 ( in USD )

6.375% per year ( payment 2 times a year)

31/05/2038

Prospectus brochure of the bond Israel Chemicals Limited IL0028103310 en USD 6.375%, maturity 31/05/2038

1 000 USD

600 000 000 USD

BBB- ( Lower medium grade - Investment-grade )

30/05/2026 ( In 112 days )

Israel Chemicals Limited (ICL) is a global specialty minerals company engaged in the mining, production, and marketing of potash, phosphates, bromine, and other specialty products for agriculture, industry, and water treatment.

The Bond issued by ICL Group ( Israel ) , in USD, with the ISIN code IL0028103310, pays a coupon of 6.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2038
The Bond issued by ICL Group ( Israel ) , in USD, with the ISIN code IL0028103310, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

INDENTURE

between

ISRAEL CHEMICALS LTD.,
as Issuer

and
HSBC BANK USA, NATIONAL ASSOCIATION
as Trustee

____________________________________
Dated as of May 31, 2018
____________________________________

$600,000,000 6.375% Senior Notes due 2038

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS AND CONSTRUCTION; INDENTURE TO CONSTITUTE
CONTRACT; AGENCY ................................................................................................................ 1
SECTION 1.1 Definitions; Construction .............................................................................1
SECTION 1.2 Indenture to Constitute Contract ..................................................................2
ARTICLE 2 THE NOTES .............................................................................................................. 2
SECTION 2.1 Authorization, Amount, Terms and Issuance of Notes ................................2
SECTION 2.2 Form and Dating ..........................................................................................3
SECTION 2.3 Execution and Authentication ......................................................................4
SECTION 2.4 Securities Registrar and Paying Agent ........................................................5
SECTION 2.5 Paying Agent to Hold Money ......................................................................5
SECTION 2.6 Holder Lists ..................................................................................................6
SECTION 2.7 Transfer and Exchange ................................................................................6
SECTION 2.8 Replacement Notes. ...................................................................................10
SECTION 2.9 Outstanding Notes ......................................................................................10
SECTION 2.10 Treasury Notes ...........................................................................................10
SECTION 2.11 Temporary Notes .......................................................................................10
SECTION 2.12 Cancellation ...............................................................................................11
SECTION 2.13 Defaulted Interest .......................................................................................11
SECTION 2.14 CUSIP; ISIN ..............................................................................................11
SECTION 2.15 Payments to be Made by Paying Agent; Deposit of Moneys ....................11
SECTION 2.16 Agents ........................................................................................................13
ARTICLE 3 REDEMPTION OF NOTES .................................................................................... 14
SECTION 3.1 Redemption at the Option of the Issuer .....................................................14
SECTION 3.2 Mandatory Redemption .............................................................................14
SECTION 3.3 Notice of Redemption ................................................................................16
SECTION 3.4 Notes Payable on Redemption Date ..........................................................17
SECTION 3.5 Selection of Notes to be Redeemed ...........................................................19
SECTION 3.6 Notes Redeemed in Part .............................................................................19
ARTICLE 4 COVENANTS ......................................................................................................... 19
SECTION 4.1 Affirmative Covenants ...............................................................................19
SECTION 4.2 Negative Covenants ...................................................................................23
ARTICLE 5 EVENTS OF DEFAULT; REMEDIES ................................................................... 27
SECTION 5.1 Events of Default .......................................................................................27
SECTION 5.2 Remedies Upon an Event of Default .........................................................29
SECTION 5.3 Judicial Proceedings Instituted by Trustee ................................................29

SECTION 5.4 Control by Holders .....................................................................................31
SECTION 5.5 Limitation on Suits by Holders ..................................................................32
SECTION 5.6 Undertaking to Pay Court Costs ................................................................32
SECTION 5.7 Unconditional Right to Receive Payment ..................................................33
SECTION 5.8 Application of Monies Collected by Trustee .............................................33
SECTION 5.9 Waiver of Appraisal, Valuation, Stay and Right to Marshalling ...............34
SECTION 5.10 Remedies Cumulative; Delay or Omission Not Waiver ............................34
ARTICLE 6 ACTS OF HOLDERS .............................................................................................. 35
SECTION 6.1 Acts of Holders ..........................................................................................35
SECTION 6.2 Purposes for Which Holders' Meeting May Be Called .............................36
SECTION 6.3 Call of Meetings by Trustee .......................................................................36
SECTION 6.4 The Issuer May Call Meeting ....................................................................37
SECTION 6.5 Persons Entitled to Vote at Meeting ..........................................................37
SECTION 6.6 Determination of Voting Rights; Conduct and Adjournment of
Meeting ......................................................................................................37
SECTION 6.7 Counting Votes and Recording Action of Meeting ...................................38
SECTION 6.8 Evidence of Action Taken by Holders .......................................................38
SECTION 6.9 Proof of Execution of Instruments and of Holding of Outstanding
Notes ..........................................................................................................39
SECTION 6.10 Notes Owned by Certain Persons Deemed Not Outstanding.....................39
SECTION 6.11 Right of Revocation of Action Taken; Acts of Holders Binding...............40
ARTICLE 7 SUPPLEMENTAL INDENTURES ........................................................................ 40
SECTION 7.1 Amendments and Supplements to Indenture Without Consent of
Holders .......................................................................................................40
SECTION 7.2 Amendments and Supplements to Indenture or Notes With Consent of
Holders .......................................................................................................41
SECTION 7.3 Trustee Authorized to Join in Amendments and Supplements; Reliance
on Counsel .................................................................................................42
SECTION 7.4 Effect of Supplemental Indentures or Amendments ..................................42
SECTION 7.5 Reference in Notes to Supplemental Indentures ........................................42
ARTICLE 8 SATISFACTION AND DISCHARGE; DEFEASANCE ....................................... 42
SECTION 8.1 Satisfaction and Discharge of Indenture ....................................................42
SECTION 8.2 Defeasance .................................................................................................43
SECTION 8.3 Survival of Obligations ..............................................................................45
SECTION 8.4 Application of Trust Money .......................................................................45
SECTION 8.5 Unclaimed Monies .....................................................................................46
SECTION 8.6 Reinstatement .............................................................................................46
ARTICLE 9 THE TRUSTEE ....................................................................................................... 46
SECTION 9.1 Certain Duties and Responsibilities of Trustee ..........................................46
SECTION 9.2 Certain Rights of Trustee ...........................................................................47

SECTION 9.3 Notice of Defaults ......................................................................................49
SECTION 9.4 Not Responsible for Recitals or Issuance of Notes ....................................50
SECTION 9.5 May Hold Notes .........................................................................................50
SECTION 9.6 Monies Held in Trust .................................................................................50
SECTION 9.7 Compensation; Reimbursement; Indemnification .....................................51
SECTION 9.8 Eligibility ...................................................................................................52
SECTION 9.9 Resignation and Removal; Appointment of Successor ..............................52
SECTION 9.10 Acceptance of Appointment by Successor Trustee ...................................54
SECTION 9.11 Merger, Conversion, Consolidation or Succession to Business ................54
SECTION 9.12 Authorization to Enter into Indenture ........................................................54
SECTION 9.13 Disqualification; Conflicting Interests .......................................................54
SECTION 9.14 Trustee's Application for Instructions from the Issuer ..............................54
ARTICLE 10 [RESERVED] ........................................................................................................ 55
ARTICLE 11 MISCELLANEOUS PROVISIONS ...................................................................... 55
SECTION 11.1 Third Party Beneficiaries ...........................................................................55
SECTION 11.2 Severability ................................................................................................55
SECTION 11.3 Substitute Notice ........................................................................................55
SECTION 11.4 Notices .......................................................................................................55
SECTION 11.5 Successors and Assigns..............................................................................56
SECTION 11.6 Section Headings .......................................................................................56
SECTION 11.7 Counterparts ...............................................................................................56
SECTION 11.8 GOVERNING LAW; SUBMISSION TO JURISDICTION;
CURRENCY INDEMNITY ......................................................................56
SECTION 11.9 WAIVER OF JURY TRIAL ......................................................................58
SECTION 11.10 Waiver of Immunity ...................................................................................58
SECTION 11.11 Legal Holidays ...........................................................................................58
SECTION 11.12 Limitation of Liability................................................................................58
SECTION 11.13 English Language.......................................................................................58
SECTION 11.14 Entire Agreement .......................................................................................58
SECTION 11.15 Survival ......................................................................................................59
SECTION 11.16 Officers' Certificates and Opinions of Counsel .........................................59
SECTION 11.17 Form of Certificates and Opinions Delivered to Trustee ...........................59
SECTION 11.18 Force Majeure ............................................................................................60
SECTION 11.19 U.S.A. Patriot Act ......................................................................................60
SECTION 11.20 Issuer Not a U.S. Tax Obligor ...................................................................60

APPENDIX A
Definitions
SCHEDULES
Schedule I
Notices

EXHIBITS

Exhibit A
Form of Note
Exhibit B
Form of Transfer
Exhibit C
Form of Transfer Restriction Legend
Exhibit D
Form of Certificate of Transfer

INDENTURE
This INDENTURE, dated as of May 31, 2018 (this "Indenture"), by and between
ISRAEL CHEMICALS LTD., a limited liability company incorporated under the laws of Israel
(the "Issuer"), and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking
association, as trustee (in such capacity, together with its successors in such capacity, the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Issuer has authorized the execution and delivery of this Indenture
to provide for the issuance of 6.375% Senior Notes due 2038 in an aggregate principal amount of
$600,000,000 (the "Initial Notes"), issuable as provided in this Indenture; and
WHEREAS, the execution and delivery of the Notes and of this Indenture have
been duly authorized and all things necessary to make the Notes, when executed by the Issuer
and authenticated by the Trustee, valid and binding legal obligations of the Issuer and to make
this Indenture a valid and binding agreement have been done;
NOW, THEREFORE, for and in consideration of the premises, the covenants
herein contained and the purchase of the Notes by the Holders thereof, it is mutually covenanted
and agreed, for the benefit of the parties hereto and the equal and proportionate benefit of all
Holders, as follows:
ARTICLE 1

DEFINITIONS AND CONSTRUCTION; INDENTURE TO CONSTITUTE
CONTRACT; AGENCY
Section 1.1
Definitions; Construction. (a) Capitalized terms used in this
Indenture shall have the respective meanings given to such terms in Appendix A attached hereto,
which Appendix A is hereby incorporated by reference herein;
(b)
all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with IFRS;
(c)
all references in this Indenture to designated "Articles," "Sections,"
"Schedules," "Exhibits" and other subdivisions are to the designated Articles, Sections,
Schedules, Exhibits and other subdivisions of this Indenture;
(d)
the words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section, Exhibit or
other subdivision;
(e)
unless otherwise expressly specified, any agreement, contract or document
defined or referred to herein shall mean such agreement, contract or document as in effect as of
the Closing Date, as the same may thereafter be amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms thereof and of this Indenture and

including any agreement, contract or document in substitution or replacement of any of the
foregoing;
(f)
unless the context clearly intends the contrary, pronouns having a
masculine or feminine gender shall be deemed to include the other;
(g)
any reference to any person (including the Issuer) shall include its
successors and assigns, and in the case of any Governmental Authority, any person succeeding to
its functions and capacities; and
(h)
any reference to "$" shall mean U.S. dollars, unless otherwise stated.
Section 1.2
Indenture to Constitute Contract. In consideration of the purchase
and acceptance of any or all of the Notes by those who shall hold the same from time to time, the
provisions of this Indenture shall be part of the contract of the Issuer with the Holders of the
Notes, and shall be deemed to be and shall constitute contracts between the Issuer, the Trustee
and the Holders from time to time of the Notes. The provisions, covenants and agreements
herein set forth to be performed by or on behalf of the Issuer shall be for the equal and ratable
benefit, protection and security of the Holders of any and all of the Notes. All of the Notes,
regardless of the time or times of their issuance or maturity, shall be of equal rank without
preference, priority or distinction of any of the Notes over any other except as expressly provided
in or pursuant to this Indenture.
ARTICLE 2

THE NOTES
Section 2.1
Authorization, Amount, Terms and Issuance of Notes (a) There
are to be authenticated and delivered on the Closing Date $600,000,000 principal amount of
Initial Notes. No Notes may be issued under this Indenture except in accordance with this
Article 2. Each of the Notes shall be issued in denominations of $1.00 and any amount in excess
thereof that is an integral multiple of $1.00.
The Issuer may, after giving notice to the Trustee and confirming to the Trustee
that all conditions precedent to the issuance of Additional Notes have been satisfied, issue
Additional Notes which shall have identical terms to the Notes (other than issue date, issue price
and, if applicable, the first Scheduled Payment Date and the first date from which interest will
accrue), together with the outstanding Notes, will be consolidated with and form a single series
of Notes; provided that Additional Notes will have the same CUSIP, ISIN (it being understood
that any reference in this Indenture to "ISIN" shall be deemed to include any equivalent thereto
issued by the TASE), Common Code or other identifying number of the outstanding Notes only
if such Additional Notes are either part of the same "issue" for U.S. federal income tax purposes
or issued pursuant to a "qualified reopening" for U.S. federal income tax purposes.
(b)
The aggregate principal amount of Notes (including any Additional Notes)
that may be authenticated and delivered under this Indenture is unlimited.
2

The terms and provisions contained in the Notes shall constitute, and are hereby
expressly made, a part of this Indenture, and the Issuer and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.
Section 2.2
Form and Dating (a) General. The Initial Notes and the Trustee's
or Authenticating Agent's certificate of authentication will be substantially in the form and
contain substantially the terms and conditions set forth in Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage, including the
provisions of the Applicable Procedures. Each Note will be dated the date of its authentication.
Notwithstanding any other provision of this Indenture, the Global Notes will not bear any legend
during such time as they are listed for trading on the TACT Institutional. Each Note shall bear
the Transfer Restriction Legend set forth on Exhibit C unless such Notes are to be listed on the
TACT Institutional.
(b)
Global Notes. Notes issued in global form will be substantially in the form
and contain substantially the terms and conditions set forth in Exhibit A hereto. Each Global
Note will represent such of the outstanding Notes as will be specified therein. Each Global Note
may from time to time be replaced in accordance with the Applicable Procedures with a new
Global Note in the event of a reduction or increase, as appropriate, of the amount of outstanding
Notes represented thereby to reflect an exchange or redemption pursuant to the terms of this
Indenture. Each new Global Note shall be deposited with the Depositary and shall reflect the
amount of outstanding Notes represented thereby.
Notes initially offered and resold to QIBs pursuant to Rule 144A under the
Securities Act or initially offered and resold in reliance on Regulation S shall be issued initially
in the form of one or more Global Notes, which shall be deposited with the Depositary, duly
executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as
hereinafter provided. The aggregate principal amount of the Global Note may from time to time
be increased or decreased in accordance with the Applicable Procedures by replacement of the
Global Note with a new Global Note representing the aggregate principal amount outstanding of
Notes initially offered and resold pursuant to Rule 144A or initially offered and resold in reliance
on Regulation S and deposited with the Depositary.
(c)
Definitive Registered Notes. Definitive Registered Notes issued in
exchange for a Book-Entry Interest or a Definitive Registered Note, shall be issued in
accordance with this Indenture.
Definitive Registered Notes will be issued substantially in the form and contain
substantially the terms and conditions set forth in Exhibit A hereto.
(d)
Book-Entry Provisions. The Applicable Procedures shall be applicable to
the recordation, transfers and exchanges of Book-Entry Interests in the Global Notes held
through Participants. The rules and procedures of Euroclear and Clearstream shall be applicable
to any transfer or exchange of Book-Entry Interests in the Global Notes held through Euroclear
3

or Clearstream; provided that neither the Issuer nor the Trustee will have any obligation to
monitor the application of such rules and procedures.
(e)
Denomination. If the Notes are to be listed on the TACT Institutional, the
Notes shall be in denominations of $1.00 and integral multiples of $1.00 in excess thereof. If the
Notes are not to be listed on the TACT Institutional, the Notes shall be in denominations of
$2,000 and integral multiples of $1,000 or such other denominations as the Issuer shall authorize
from time to time.
Section 2.3
Execution and Authentication (a) At least one Authorized Officer
must sign the Notes for the Issuer by manual or facsimile signature.
If an Authorized Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note will nevertheless be valid.
A Note will not be valid until authenticated by the manual signature of a
Responsible Officer of the Trustee. The signature will be conclusive evidence that the Note has
been authenticated under this Indenture. Typographical and other minor errors or defects in any
signature executing or purporting to execute the Notes shall not affect the validity or
enforceability of any Note that has been duly authenticated and delivered by the Trustee.
The Trustee will, upon receipt of a written order of the Issuer signed by an
Authorized Officer (an "Authentication Order"), authenticate the Notes for original issue that
may be validly issued under this Indenture, including any Additional Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed the aggregate principal
amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication
Orders, except as provided in Section 2.8 (Replacement Notes) hereof.
The Trustee may appoint an authenticating agent or agents (each an
"Authenticating Agent") acceptable to the Issuer to authenticate the Notes. An Authenticating
Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture
to authentication by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.
(b)
The Initial Notes issued on the Closing Date shall be dated as of the
Closing Date, shall be issued in the aggregate principal amount set forth in this Section 2.3 and
shall have a Stated Maturity and bear interest as set forth in this Section 2.3. Notes subsequently
issued pursuant to Section 2.7 (Transfer and Exchange) shall be dated as of the date of
authentication thereof.
On the Closing Date, the Issuer shall issue $600,000,000 aggregate principal
amount of the Initial Notes, which shall mature on May 31, 2038 (the "Scheduled Maturity
Date") and shall accrue interest as set forth in this Section 2.3;
(c)
Interest on the Initial Notes shall accrue at a rate of 6.375% per annum
(the "Interest Rate") from the most recent date to which interest has been paid or, if no interest
has been paid, from the Closing Date, and shall be paid semi-annually in arrears on each
4

Scheduled Payment Date, commencing November 30, 2018 and concluding on the Scheduled
Maturity Date.
(d)
Interest on the Initial Notes shall be computed on the basis of a 360-day
year of twelve 30-day months; provided that with respect to the interest period from the Closing
Date to the first Scheduled Payment Date, interest on the Initial Notes shall be computed on the
basis of a year of 365 days and payable for the actual number of days elapsed from and including
the Closing Date to but excluding the first Scheduled Payment Date.
(e)
If the Issuer is required to pay Additional Amounts pursuant to Section
4.1(f) (Taxation), the Issuer shall pay such Additional Amounts as additional interest on the
Initial Notes.
(f)
The principal amount of the Initial Notes is due and payable in full on the
Scheduled Maturity Date.
Section 2.4
Securities Registrar and Paying Agent. The Issuer will maintain
one or more offices or agencies (each, a "Paying Agent") where the Notes may be presented for
payment in Israel for so long as the Notes are outstanding. The initial Paying Agent in Israel for
the Notes will be the Issuer.
The Issuer will also maintain one or more registrars (each, a "Securities
Registrar") with offices in Israel, for so long as the Notes are listed on the TACT Institutional.
The Issuer shall be the initial Securities Registrar. The Securities Registrar shall maintain a
register reflecting ownership of Definitive Registered Notes (as defined herein) (the "Securities
Register") outstanding from time to time and will make payments on and facilitate transfer of
Definitive Registered Notes on behalf of the Issuer, provided that in the event the Issuer is not
the Securities Registrar, the register kept by, and at the registered office of, the Issuer shall
prevail in the event of any discrepancy between such register and the register held by the
Securities Registrar.
The Issuer may change the Paying Agent or Securities Registrar with prior notice
to the Trustee. For so long as the Notes are listed for trading on the TACT Institutional, the
Issuer will publish a notice of any change of Paying Agent or Securities Registrar through the
newswire service of Bloomberg, or if Bloomberg does not then operate, any similar agency, and,
to the extent and in the manner permitted by the Applicable Procedures, post such notice on the
official website of the TASE (http://maya.tase.co.il or any successor website thereto) in
accordance with Section 11.4 (Notices).
Section 2.5
Paying Agent to Hold Money. The Issuer will require each Paying
Agent (other than the Trustee in its capacity as Paying Agent), prior to such appointment, to
agree in writing and the Issuer, solely in its capacity as Paying Agent, hereby agrees, that such
Paying Agent shall hold all money held by the Paying Agent for the payment of the principal of,
Make-Whole Premiums (if any), Additional Amounts (if any) or interest on the Notes in trust for
the benefit of the Holders or the Trustee, and that such Paying Agent shall notify the Trustee of
any default by the Issuer or any other obligor of the Notes in making any payment and at any
time during the continuance of any such default, upon the written request of the Trustee,
5

Document Outline

#6">ARTICLE 1 DEFINITIONS AND CONSTRUCTION; INDENTURE TO CONSTITUTE CONTRACT; AGENCY
- #6">Section 1.1 Definitions; Construction
  - #6">(b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with IFRS;
  - #6">
  - #6">
  - #6">(e) unless otherwise expressly specified, any agreement, contract or document defined or referred to herein shall mean such agreement, contract or document as in effect as of the Closing Date, as the same may thereafter be amended, restated, supplemen...
  - #7">(f) unless the context clearly intends the contrary, pronouns having a masculine or feminine gender shall be deemed to include the other;
  - #7">(g) any reference to any person (including the Issuer) shall include its successors and assigns, and in the case of any Governmental Authority, any person succeeding to its functions and capacities; and
  - #7">
- #7">Section 1.2 Indenture to Constitute Contract
#7">ARTICLE 2 THE NOTES
- #7">Section 2.1 Authorization, Amount, Terms and Issuance of Notes
  - #7">(b) The aggregate principal amount of Notes (including any Additional Notes) that may be authenticated and delivered under this Indenture is unlimited.
- #8">Section 2.2 Form and Dating
  - #8">(b) Global Notes. Notes issued in global form will be substantially in the form and contain substantially the terms and conditions set forth in Exhibit A hereto. Each Global Note will represent such of the outstanding Notes as will be specified therei...
  - #8">(c) Definitive Registered Notes. Definitive Registered Notes issued in exchange for a Book-Entry Interest or a Definitive Registered Note, shall be issued in accordance with this Indenture.
  - #8">(d) Book-Entry Provisions. The Applicable Procedures shall be applicable to the recordation, transfers and exchanges of Book-Entry Interests in the Global Notes held through Participants. The rules and procedures of Euroclear and Clearstream shall be ...
  - #9">(e) Denomination. If the Notes are to be listed on the TACT Institutional, the Notes shall be in denominations of $1.00 and integral multiples of $1.00 in excess thereof. If the Notes are not to be listed on the TACT Institutional, the Notes shall be ...
- #9">Section 2.3 Execution and Authentication
  - #9">(b) The Initial Notes issued on the Closing Date shall be dated as of the Closing Date, shall be issued in the aggregate principal amount set forth in this Section 2.3 and shall have a Stated Maturity and bear interest as set forth in this Section 2.3...
  - #9">
  - #10">(d) Interest on the Initial Notes shall be computed on the basis of a 360-day year of twelve 30-day months; provided that with respect to the interest period from the Closing Date to the first Scheduled Payment Date, interest on the Initial Notes shal...
  - #10">(e) If the Issuer is required to pay Additional Amounts pursuant to Section 4.1(f) (Taxation), the Issuer shall pay such Additional Amounts as additional interest on the Initial Notes.
  - #10">(f) The principal amount of the Initial Notes is due and payable in full on the Scheduled Maturity Date.
- #10">Section 2.4 Securities Registrar and Paying Agent
- #10">Section 2.5 Paying Agent to Hold Money
- #11">Section 2.6 Holder Lists
- #11">Section 2.7 Transfer and Exchange
  - #12">(b) General Provisions Applicable to Transfer and Exchange of Book-Entry Interests in the Global Notes.
  - #12">(c) Exchange of Book-Entry Interests for Definitive Registered Notes. Any exchange of a Book-Entry Interest in a Global Note for a Definitive Registered Note shall be effected in accordance with the Applicable Procedures.
  - #12">(d) Exchange of Definitive Registered Notes for Book-Entry Interests in the Global Notes. Any exchange of a Definitive Registered Note for a Book-Entry Interest in a Global Note shall be effected in accordance with the Applicable Procedures.
  - #12">(e) Transfer and Exchange of Definitive Registered Notes for Definitive Registered Notes. Any transfer or exchange of a Definitive Registered Note for another Definitive Registered Note shall be effected in accordance with the Applicable Procedures an...
    - #12">(1) in the case of a transfer on or before the expiration of the Resale Restriction Termination Date by a Holder of a Definitive Registered Note to a QIB in reliance on Rule 144A, the Trustee and the Securities Registrar shall have received a certific...
    - #13">(2) in the case of a transfer on or before the expiration of the Resale Restriction Termination Date by a Holder of a Definitive Registered Note in reliance on Regulation S, the Trustee and the Securities Registrar shall have received a certificate to...
    - #13">the Issuer shall, in accordance with the Applicable Procedures, replace the Definitive Registered Note of the Holder transferring such Note with new Definitive Registered Notes to reflect the transfer in the amount of Notes represented thereby and reg...
  - #13">(f) Transfer Restrictions. The following transfer restrictions shall apply to all Global Notes and Definitive Registered Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.
  - #13">(g) Cancellation and/or Adjustment of Global Notes. At such time as all Book-Entry Interests in a particular Global Note have been exchanged for Definitive Registered Notes or a particular Global Note has been redeemed, repurchased or canceled in whol...
  - #13">(h) General Provisions Relating to Transfers and Exchanges.
    - #13">(1) To permit registrations of transfers and exchanges, the Issuer will execute and the Trustee or the Authenticating Agent will authenticate Global Notes and Definitive Registered Notes upon receipt of an Authentication Order in accordance with Secti...
    - #13">(2) No service charge will be made by the Issuer or the Securities Registrar to a holder of a Book-Entry Interest in a Global Note, a Registered Holder of a Global Note or a Holder of a Definitive Registered Note for any registration of transfer or ex...
    - #14">(3) The Securities Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
    - #14">(4) All Definitive Registered Notes issued upon any registration of transfer or exchange of Definitive Registered Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as t...
    - #14">
    - #14">(6) The Securities Registrar shall not be required to register the transfer into its register kept at its registered office of any Definitive Registered Notes: (A) for a period of 15 calendar days prior to any date fixed for the redemption of the Note...
    - #14">(7) The Trustee, any Agent and the Issuer may deem and treat the Registered Holders as the absolute owners of the Notes for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee...
    - #14">(8) All certifications and certificates required to be submitted to the Issuer, the Trustee or the Securities Registrar pursuant to this Section 2.7 to effect a registration of transfer or exchange may be submitted by facsimile.
    - #14">(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (includi...
    - #14">(10) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
- #15">Section 2.8 Replacement Notes.
- #15">Section 2.9 Outstanding Notes
- #15">Section 2.10 Treasury Notes
- #15">Section 2.11 Temporary Notes
- #16">Section 2.12 Cancellation
- #16">Section 2.13 Defaulted Interest
- #16">Section 2.14 CUSIP; ISIN
- #16">Section 2.15 Payments to be Made by Paying Agent; Deposit of Moneys
  - #17">(b) With respect to any Definitive Registered Notes, the Issuer, solely in its capacity as Paying Agent shall, prior to 9:30 a.m. Tel Aviv time on each Scheduled Payment Date or Stated Maturity (or if any such day is not a Business Day, on the next su...
  - #17">(c) In the event that the Issuer no longer serves as Paying Agent, the Issuer shall, prior to 9:30 a.m., Tel Aviv time, one Business Day prior to the date on which payment by the Paying Agent on each Scheduled Payment Date or Stated Maturity is requir...
  - #17">(d) If and to the extent there shall be a default in the payment of principal, Make-Whole Premiums (if any), Additional Amounts (if any) and/or interest due with respect to any Note on any Scheduled Payment Date, such defaulted principal, Make-Whole P...
  - #17">(e) If no due date is specified for the payment of any amount payable by the Issuer hereunder, such amount shall be due and payable not later than 15 days after receipt by the Issuer of a written demand from the Trustee for payment thereof.
- #18">Section 2.16 Agents
  - #18">(b) Agents of Trustee. The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructi...
  - #18">(c) Generally. Any Agent (if not the Issuer) shall (i) be a bank or trust company organized and doing business under the laws of the United States, of any state or territory thereof or of the District of Columbia, (ii) be authorized under such laws to...
#19">ARTICLE 3 REDEMPTION OF NOTES
- #19">Section 3.1 Redemption at the Option of the Issuer
  - #19">(b) If, at any time, as a result of any (i) change in, or amendment to, the tax laws or regulations or the interpretation thereof of any Relevant Jurisdiction, or any execution of or amendment to any treaty or treaties affecting withholding taxation t...
  - #19">
  - #19">
- #19">Section 3.2 Mandatory Redemption
  - #20">
  - #20">(ii) the circumstances and relevant facts regarding such Change of Control;
  - #20">(iii) the Change of Control Payment Date, which will be a Business Day not less than 30 or more than 60 days after such notice is mailed, other than as may be required by Applicable Law; and
  - #20">(iv) the instructions, as determined by the Issuer, consistent with this Section 3.2, that a Holder must follow in order to have its Notes purchased.
  - #20">(b) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
    - #20">(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
    - #20">(ii) deposit with the Paying Agent funds in an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
    - #20">
  - #20">(c) If only a portion of a Note is purchased pursuant to a Change of Control Offer, a new Note in a principal amount equal to the portion not purchased will be issued in the name of the Holder of such Note upon cancellation of the original Note, or ap...
  - #21">(d) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other Applicable Law or regulations in connection with the repurchase of Notes in connection with a Change of Control Offer. To ...
  - #21">(e) Notwithstanding anything to the contrary in this Section 3.2, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherw...
  - #21">(f) Notwithstanding anything to the contrary in this Section 3.2, a Change of Control Offer may be made in advance of a Change of Control, or conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Ch...
- #21">Section 3.3 Notice of Redemption
  - #21">(i) the Redemption Date or Change of Control Payment Date, as the case may be, and any conditions to such redemption;
  - #21">(ii) the Redemption Price or Change of Control Payment, as the case may be, any applicable Make-Whole Premiums, the amount of accrued interest, if any, and Additional Amounts, if any, to be paid, as well as other information required to be provided un...
  - #21">(iii) if any Global Note is being redeemed in part, the portion of the principal amount of such Global Note to be redeemed and that, after the redemption date upon surrender of such Global Note, the principal amount thereof will be decreased by the po...
  - #22">(iv) the address to which the Notes are to be surrendered for redemption;
  - #22">(v) that Definitive Registered Notes called for redemption must be surrendered to the Issuer to collect the redemption price, plus accrued and unpaid interest, if any, and Additional Amounts, if any;
  - #22">(vi) that, unless the Issuer defaults in making such redemption payment, interest, and Additional Amounts, if any, on Notes called for redemption ceases to accrue on and after the Redemption Date;
  - #22">(vii) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and
  - #22">(viii) that no representation is made as to the correctness or accuracy of the CUSIP, ISIN (or TASE equivalent thereof) or other identifying code listed in such notice or printed on the Notes; and
  - #22">
- #22">Section 3.4 Notes Payable on Redemption Date
- #24">Section 3.5 Selection of Notes to be Redeemed
- #24">Section 3.6 Notes Redeemed in Part
  - #24">(b) Any Note that is to be redeemed only in part may be surrendered, at the option of the Holder thereof, at the place of payment therefor and, upon such surrender, the Issuer shall execute, and the Trustee shall authenticate and make available for de...
#24">ARTICLE 4 COVENANTS
- #24">Section 4.1 Affirmative Covenants
  - #24">(a) Payment of Principal of and Interest on Notes. The Issuer shall promptly pay, or cause to be paid, the principal of, Make-Whole Premiums (if any), Additional Amounts (if any) and interest on, and other amounts due in respect of, every Note issued...
  - #24">(b) [Reserved].
  - #24">(c) Maintenance of Office or Agency. The Issuer shall maintain an office or agency where notices and demands in respect of the Notes and this Indenture may be served. If at any time the Issuer shall fail to maintain any such required office or agenc...
  - #24">(d) Reporting Requirements. (i) So long as the Notes are outstanding, at any time that the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer will furnish to the Trustee and make available on the Is...
  - #25">(e) Corporate Existence. The Issuer shall at all times preserve and maintain in full force and effect its existence as a limited liability company in good standing under the laws of the State of Israel.
  - #25">(f) Taxation.
    - #25">(i) The Issuer will make any and all payments of principal, interest or premiums (if any) payable by the Issuer or the Paying Agent free and clear of, and without withholding or deduction for or on account of, any and all present or future Tax of what...
    - #27">(ii) The Issuer shall promptly pay when due any present or future stamp, or documentary Taxes or any excise or property Taxes that arise in any jurisdiction from the execution, delivery or registration of each Note or this Indenture, excluding any suc...
  - #27">(g) Rating Agency. In the event that a Rating Agency ceases to rate the Notes or fails to make a rating of the Notes publicly available for any reason, or if the Issuer replaces any Rating Agency, then the Issuer shall promptly notify the Trustee in w...
  - #27">(h) Listing. The Issuer will use its reasonable best efforts to maintain the listing of the Notes on the TACT Institutional for so long as the Notes are outstanding and such listing is necessary in order to make payments on the Notes without withholdi...
  - #28">
  - #28">
  - #28">(k) Statement as to Compliance. The Issuer will deliver to the Trustee annually, within 120 days after the end of each fiscal year of the Issuer ending after the Closing Date, a certificate, from its principal executive officer, principal financial o...
  - #28">
- #28">Section 4.2 Negative Covenants
  - #28">
    - #28">(i) any Lien existing on the date hereof, and any extension, renewal or replacement thereof or of any Lien in clauses (ii), (iii), (iv) or (xiv) of this Section 4.2(a) (Limitation on Liens); provided, however, that the total amount of Debt so secured ...
    - #29">(ii) any Lien on any property or assets to secure Debt incurred solely for purposes of financing the acquisition, construction or improvement of such property or assets after the date hereof; provided that (i) the aggregate principal amount of Debt se...
    - #29">(iii) any Lien securing Debt for the purpose of financing all or part of the cost of the acquisition, construction or development of a project; provided that (i) the aggregate principal amount of Debt secured by the Liens will not exceed (but may be l...
    - #29">
    - #29">
    - #29">
    - #29">(vii) any Lien in favor of issuers of surety notes or letters of credit issued pursuant to the request of and for the account of the Issuer or any Subsidiary in the ordinary course of business other than with respect to the payment of Debt;
    - #29">(viii) any Lien securing taxes, assessments or other governmental charges, the payment of which is not yet due or that are being contested in good faith by appropriate proceedings and for which reserves or other appropriate provisions, if any, have be...
    - #29">(ix) minor defects, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of property or assets or minor ...
    - #30">(x) any rights of set-off of any person with respect to any deposit account of the Issuer or any Subsidiary of the Issuer arising in the ordinary course of business and not constituting a financing transaction;
    - #30">(xi) any Liens granted by the Issuer to the State of Israel, any agency or sub-division thereof or to any bank incorporated in the State of Israel acting on its behalf securing the obligations of the Issuer in respect of its failure to comply with the...
    - #30">(xii) any nominal Liens granted by the Issuer over its assets to the extent necessary in order to comply with the formal requirement of Israeli companies laws applicable to companies generally in respect of the issue of debentures by the Issuer;
    - #30">(xiii) any fixed or floating charge in existence at the date hereof (i) which appeared on the charges register of the Issuer and on the charges register maintained by the Israeli Registrar of Companies on the Closing Date, (ii) which is restricted by ...
    - #30">(xiv) in addition to the foregoing Liens set forth in clauses (i) through (xiii) of this Section 4.2(a) (Limitation on Liens), Liens securing Debt of the Issuer or any Subsidiary of the Issuer on Principal Property or Capital Stock of a Significant Su...
  - #30">(b) Limitation on Sale and Lease-Back Transactions. Neither the Issuer nor any Subsidiary may undertake sale and lease-back transactions involving any Principal Property (except for temporary leases for a term, including any renewal thereof, of not m...
    - #31">(i) after giving effect thereto, the Issuer or such Subsidiary would be entitled pursuant to the provisions of Section 4.2(a) (Limitation on Liens) to issue or assume Debt (in an amount equal to the Attributable Value with respect to such sale and lea...
    - #31">(ii) after the date on which the Notes are first issued and within a period commencing six months prior to the consummation of such sale and lease-back transaction and ending six months after the consummation thereof, the Issuer or any Subsidiary shal...
    - #31">(iii) during the 12-month period after the effective date of such sale and lease-back transaction, the Issuer shall have applied to the voluntary defeasance or retirement of the Notes or any Debt of the Issuer or a Subsidiary (other than the Notes or ...
  - #31">(c) Limitation on Consolidation, Merger or Transfer of Assets. The Issuer shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any person, unless:
    - #31">(i) the resulting, surviving or transferee person (if not the Issuer) will be a person organized and existing under the laws of Israel, the United States of America, any State thereof or the District of Columbia, any other country that is a member cou...
    - #31">(ii) the resulting, surviving or transferee person (if not the Issuer), if organized under the laws of a country other than Israel, undertakes, in such Supplemental Indenture, to pay such additional amounts in respect of principal and interest as may ...
    - #32">(iii) immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing; and
    - #32">
#32">ARTICLE 5 EVENTS OF DEFAULT; REMEDIES
- #32">Section 5.1 Events of Default
  - #32">(a) the Issuer shall fail to pay interest on the Notes within 30 days from the date such amounts become due and payable, whether at Scheduled Payment Dates or as a result of required prepayment, redemption, acceleration or otherwise;
  - #32">(b) the Issuer shall default in the payment of any principal of or Make-Whole Premiums (if any) on, the Notes from the date such amounts become due and payable, whether by scheduled maturity, required prepayment, redemption, acceleration or otherwise;
  - #33">(c) the Issuer shall fail to redeem all or any part of the Notes or any other indebtedness issued under this Indenture in accordance with the mandatory redemption provisions of this Indenture;
  - #33">(d) the Issuer shall fail to comply with any of its covenants or agreements in the Notes or this Indenture (other than those referred to in clauses (a), (b) and (c) of this Section 5.1 (Events of Default)), and such failure continues for 60 days after...
  - #33">(e) the Issuer or any Significant Subsidiary defaults under any Debt of the Issuer or of any such Significant Subsidiary whether such Debt now exists, or is created after the date hereof, which default (i) is caused by failure to pay principal of or p...
  - #33">(f) (i) the Issuer or any Significant Subsidiary shall (A) apply for or authorize or approve or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or all or a substantial part of its p...
  - #33">(ii) a proceeding or case shall be commenced in any court of competent jurisdiction, seeking (i) liquidation, reorganization, dissolution or winding-up of the Issuer or a Significant Subsidiary or the composition or readjustment of its debts, includin...
- #34">Section 5.2 Remedies Upon an Event of Default
  - #34">(b) At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Majority Holders by written notice to the Issu...
  - #34">(i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Outstanding Notes, (b) all unpaid principal of the Notes that has become due otherwise than by such declaration of acceleration, (c) to the e...
  - #34">(ii) all Events of Default have been cured or waived as provided in Section 6.2 other than the nonpayment of principal that has become due solely because of acceleration.
  - #34">No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.
  - #34">(c) The Trustee shall not be charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default with respect to the Notes unless either (i) a Responsible Officer of the Trustee with direct responsibil...
- #34">Section 5.3 Judicial Proceedings Instituted by Trustee
  - #34">(a) Collection of Indebtedness; Trustee Entitled to Bring Suit. Subject to Section 11.12 (Limitation of Liability), if an Event of Default shall have occurred and be continuing, then the Trustee, in its own name and as trustee of an express trust, su...
  - #35">(b) Trustee May File Proofs of Claim; Appointment of Trustee as Attorney-in-Fact in Judicial Proceedings.
    - #35">(i) Subject to Section 11.12 (Limitation of Liability), the Trustee, in its own name, as trustee of an express trust or as attorney-in-fact for the Holders, or in any one or more of such capacities (irrespective of whether the principal of the Notes s...
    - #35">(ii) The Trustee is hereby granted the authority to:
    - #36">(iii) No provision of this Indenture shall be deemed to give the Trustee any right to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the righ...
    - #36">
  - #36">(c) Trustee Need Not Have Possession of Notes. Subject to Applicable Law, all proofs of claim, rights of action and rights to assert claims under this Indenture or under any of the Notes may be enforced by the Trustee without the possession of the No...
  - #36">(d) Suit to be Brought for the Ratable Benefit of Holders. Subject to the other provisions of this Indenture, any suit, action or other proceeding at law, in equity or otherwise which shall be instituted by the Trustee under any of the provisions of ...
  - #36">(e) Restoration of Rights and Remedies. In case the Trustee shall have instituted any proceeding to enforce any right, power or remedy under this Indenture or the Notes by foreclosure, entry or otherwise and such proceedings shall have been determine...
  - #36">(f) Right to Participate in Defense. Nothing contained herein shall prevent the Trustee from participating in any defense of any claim brought against it, even if defense against such claim is assumed by an indemnifying party.
  - #36">(g) Exculpation of Trustee in Exercise of Remedies. In the exercise of remedies, if the terms of this Indenture permit the Trustee to sell or liquidate the assets of the trust, the Trustee shall not be liable for any decline in value or loss realized...
- #36">Section 5.4 Control by Holders
- #37">Section 5.5 Limitation on Suits by Holders
  - #37">(i) such Holder shall have previously given written notice to the Trustee of a continuing Event of Default;
  - #37">(ii) Holders representing the percentage of aggregate principal amount of Outstanding Notes needed to initiate the exercise of remedies shall have requested the Trustee in writing to institute such suit, action or proceeding;
  - #37">(iii) such Holder or Holders offer to the Trustee reasonable security and indemnity satisfactory to the Trustee in its sole discretion against any loss, liability, or expense;
  - #37">(iv) the Trustee shall have refused or neglected to institute any such suit, action or proceeding for 60 days after receipt of such notice by the Trustee; and
  - #37">(v) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of at least 25% in principal amount of the Outstanding Notes.
  - #37">(b) It is understood and intended that one or more of the Holders shall not have any right in any manner whatsoever hereunder or under the Notes to obtain or seek to obtain priority or preference over any other Holders or enforce any right under this ...
- #37">Section 5.6 Undertaking to Pay Court Costs
- #38">Section 5.7 Unconditional Right to Receive Payment
- #38">Section 5.8 Application of Monies Collected by Trustee
- #39">Section 5.9 Waiver of Appraisal, Valuation, Stay and Right to Marshalling
  - #39">(a) agrees that neither it nor any such person will set up, plead, claim or in any manner whatsoever take advantage of any appraisal, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction which may delay, prevent...
  - #39">(b) waives the benefit or advantage of any appraisal, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction.
- #39">Section 5.10 Remedies Cumulative; Delay or Omission Not Waiver
  - #39">(a) Each and every right, power and remedy herein specifically given to the Trustee shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by stat...
  - #39">(b) No failure or delay on the part of the Issuer in exercising any right, power or privilege hereunder shall impair any such right, power or privilege or operate as a waiver thereof; nor shall any single or partial exercise of any right, power or pri...
#40">ARTICLE 6 ACTS OF HOLDERS
- #40">Section 6.1 Acts of Holders
  - #40">(b) The fact and date of the execution by any person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the person ...
  - #40">(c) The Trustee may rely on the Securities Register to determine the principal amount and serial numbers of the Outstanding Notes held by any person, and the date or dates of holding the same and the Trustee shall not be affected by notice to the cont...
  - #40">(d) Any Act by the Holder of any Note (i) shall bind every future Holder of the same Note and the Holder of every Note issued upon the transfer thereof or the exchange therefor or in lieu thereof, whether or not notation of such action is made upon su...
  - #40">(e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Outstanding Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on be...
  - #41">(f) Notes authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Issuer shall so determine, new Notes so mo...
  - #41">(g) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to sign any instrument evidencing or embodying an Act of Holders. Promptly after any record date is set pursuant to this clause (...
- #41">
  - #41">(a) to give any notice to the Issuer or to the Trustee, or to give any directions to the Trustee, or to waive or to consent to the waiving of any default hereunder and its consequences;
  - #41">
  - #41">
  - #41">(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Notes under any other provision of this Indenture, under the Notes, or under Applicable Law.
- #41">Section 6.3 Call of Meetings by Trustee
- #42">Section 6.4 The Issuer May Call Meeting
- #42">Section 6.5 Persons Entitled to Vote at Meeting
- #42">Section 6.6 Determination of Voting Rights; Conduct and Adjournment of Meeting
  - #42">
  - #42">
- #43">Section 6.7 Counting Votes and Recording Action of Meeting
- #43">Section 6.8 Evidence of Action Taken by Holders
- #44">Section 6.9 Proof of Execution of Instruments and of Holding of Outstanding Notes
  - #44">(a) The fact and date of the execution by any such person of any instrument may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in any State within the United States, as app...
  - #44">(b) The ownership of Notes may be proved by the Securities Register or by a certificate of the Securities Registrar.
  - #44">(c) If the Issuer shall solicit from the Holders of Outstanding Notes any request, demand, authorization, direction, notice, consent, waiver or other act, the Issuer may, at its option, fix in advance a record date for the determination of Holders of ...
  - #44">
  - #44">
- #44">Section 6.10 Notes Owned by Certain Persons Deemed Not Outstanding
- #45">Section 6.11 Right of Revocation of Action Taken; Acts of Holders Binding
#45">ARTICLE 7 SUPPLEMENTAL INDENTURES
- #45">Section 7.1 Amendments and Supplements to Indenture Without Consent of Holders
  - #45">(a) to cure any ambiguity, omission, defect or inconsistency;
  - #45">
  - #45">(c) to add guarantees or collateral with respect to the Notes;
  - #46">(d) to add to the covenants of the Issuer for the benefit of the Holders;
  - #46">(e) to surrender any right herein conferred upon the Issuer;
  - #46">(f) to evidence and provide for the acceptance of an appointment by a successor Trustee;
  - #46">(g) to provide for the issuance of Additional Notes;
  - #46">
  - #46">(i) to make any other change that does not materially and adversely affect the rights of any Holder.
  - #46">The Issuer shall provide a written direction certifying compliance with the applicable Indenture provisions for any such amendment or supplement.
- #46">Section 7.2 Amendments and Supplements to Indenture or Notes With Consent of Holders
  - #46">(a) reduce the rate of or extend the time for payment of interest on any Note;
  - #46">(b) reduce the principal, or extend the Stated Maturity, of any Note;
  - #46">(c) change the redemption prices or time of redemption in Article 3 hereof (other than those set forth under Section 3.2 (Mandatory Redemption) prior to the occurrence of a Change of Control) in a manner adverse to the Holder;
  - #46">(d) change the currency, or place of payment for principal of or interest on any Note;
  - #46">(e) impair the right to institute suit for the enforcement of any payment on or with respect to any Note;
  - #46">(f) waive a Default or Event of Default in payment of principal of, and interest and premium (if any) on, the Notes;
  - #46">(g) reduce the principal amount of Notes whose Holders must consent to any amendment or waiver; or
  - #47">(h) make any changes to Sections 7.2(a) through (h) herein.
- #47">Section 7.3 Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel
- #47">Section 7.4 Effect of Supplemental Indentures or Amendments
- #47">Section 7.5 Reference in Notes to Supplemental Indentures
#47">ARTICLE 8 SATISFACTION AND DISCHARGE; DEFEASANCE
- #47">Section 8.1 Satisfaction and Discharge of Indenture
  - #48">(i) either:
    - #48">(A) all Notes theretofore authenticated and delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced or paid as set forth in Section 2.8 (Replacement Notes) and Notes deemed to have been paid in accordance wit...
    - #48">(B) all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, (y) shall become due and payable within one year or (z) are to be called for redemption within one year under irrevocable arrangements satisfactor...
  - #48">(ii) the Issuer shall have paid or caused to be paid all other sums due and payable by it hereunder; and
  - #48">
- #48">Section 8.2 Defeasance
  - #49">
  - #49">
  - #49">
  - #49">
  - #49">(d) The Issuer may exercise its Legal Defeasance Option or its Covenant Defeasance Option only if the following conditions are satisfied:
    - #49">
    - #49">(ii) the Issuer delivers to the Trustee a certificate from an internationally recognized firm of independent public accountants expressing their opinion that the payments of principal and interest when due, without consideration of any reinvestment, w...
    - #49">(iii) no Default or Event of Default (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes) shall have occurred and be continuing on the date...
    - #50">(iv) the Defeasance Deposit does not constitute a default under any other agreement binding on the Issuer;
    - #50">(v) in the case of the Legal Defeasance Option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders and beneficial owners of the Notes will not recognize income, gain or loss for United States federal in...
    - #50">(vi) in the case of the Covenant Defeasance Option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders and beneficial owners of the Notes will not recognize income, gain or loss for United States federa...
    - #50">
- #50">Section 8.3 Survival of Obligations
- #50">Section 8.4 Application of Trust Money
  - #50">(b) The Trustee and the Paying Agent shall deliver or pay to the Issuer from time to time upon request by the Issuer any monies deposited with it pursuant to this Article 8 which, in the opinion of a nationally recognized firm of independent public ac...
- #51">Section 8.5 Unclaimed Monies
- #51">Section 8.6 Reinstatement
#51">ARTICLE 9 THE TRUSTEE
- #51">Section 9.1 Certain Duties and Responsibilities of Trustee
  - #51">(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Notes, and no implied covenants or obligations shall be read into this Indenture or the Notes against the Trustee; and
  - #51">(ii) in the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trust...
  - #51">(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or...
  - #52">(c) No provision of this Indenture or the Notes shall be construed to relieve the Trustee from liability for its own grossly negligent acts or omissions, or its own gross negligence or willful misconduct, except that:
    - #52">
    - #52">(ii) the Trustee shall not be liable for any error of judgment by one or more Responsible Officers of the Trustee, unless it shall be proved (by a non-appealable, final decision of a court of competent jurisdiction which is binding on the Trustee) tha...
    - #52">(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Majority Holders pursuant to Section 5.2 (Remedies Upon an Event of Default), or in the case of any action take...
    - #52">(iv) no provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers,...
  - #52">(d) Whether or not herein or therein expressly so provided, every provision of this Indenture and the Notes relating to the conduct or affecting the liability of or affording protection to the Trustee (and its officers, affiliates, directors, employee...
  - #52">(e) The Trustee shall not be responsible for insuring the Issuer and shall have no responsibility for the financial, physical or other condition of the Issuer.
- #52">Section 9.2 Certain Rights of Trustee
  - #52">(b) Any request or direction of the Issuer shall be sufficiently evidenced by a written instrument signed by an Authorized Officer of the Issuer, and any resolution of the Board of Directors of the Issuer, shall be sufficiently evidenced by a copy the...
  - #53">(c) Whenever in the administration of this Indenture or the Notes the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting to take any action hereunder or thereunder, the Trustee (unless other e...
  - #53">(d) The Trustee may consult with counsel and third party advisors of its selection, at the expense of the Issuer, and the advice of such counsel or third party advisors or any Opinion of Counsel shall be full and complete authorization and protection ...
  - #53">(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee sec...
  - #53">(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, notice, other evidence o...
  - #53">(g) The Trustee may execute any of the trusts or powers hereunder or under the Notes or perform any duties hereunder either directly or by agents or attorneys or receivers and the Trustee shall not be responsible for any misconduct or negligence on th...
  - #53">(h) The Trustee shall be under no obligation to take any action which it reasonably deems discretionary under this Indenture or the Notes.
  - #53">(i) The Trustee shall not incur any liability for its own action or inaction except for gross negligence and willful misconduct. The Trustee shall not incur any liability arising from loss of insurance, custody of assets, or from breach of obligations...
  - #53">(j) Unless required by Applicable Law or the express terms of this Indenture, Holders shall not have the right to compel disclosure of information made available to the Trustee in connection with this Indenture.
  - #54">(k) No knowledge shall be imputed to the Trustee unless a Responsible Officer within its corporate trust department has actual knowledge or has received written notice thereof.
  - #54">(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
  - #54">(m) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
  - #54">(n) Any liability of the Trustee arising under the transaction documents shall be limited to the amount of actual loss suffered (such loss shall be determined as of the date of default of the Trustee or, if later, the date on which the loss arises as ...
  - #54">(o) The Trustee powers set forth herein shall be additional to any powers the Trustee may exercise under general law.
  - #54">(p) The Trustee shall be under no obligation to monitor or supervise any other person.
  - #54">(q) The Issuer shall notify Trustee of any claims which would implicate rights or duties of the Trustee hereunder and, upon request by the Trustee, provide the Trustee with status updates pertaining to any claims.
  - #54">(r) The Trustee shall have no obligation whatsoever under this Indenture to post data or documents on its website.
  - #54">(s) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
  - #54">(t) The Trustee should be entitled to take any action or refuse to take any action which the Trustee regards as necessary for the Trustee to comply with any applicable law, regulation or fiscal requirement, court order, or the rules, operating procedu...
  - #54">(u) The Trustee shall not be liable for any action it takes or omits to take which it believes to be authorized or within its rights or powers under or in connection with this Indenture.
- #54">Section 9.3 Notice of Defaults
  - #55">(b) Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein, or of any other documents executed in connec...
  - #55">(c) If (i) a Default or Event of Default occurs and is continuing, (ii) the Trustee has received written notice thereof in accordance with this Section 9.3 and (iii) the Notes are admitted to trading the TACT Institutional and the Trustee has received...
- #55">Section 9.4 Not Responsible for Recitals or Issuance of Notes
- #55">Section 9.5 May Hold Notes
- #55">Section 9.6 Monies Held in Trust
  - #55">(b) Any moneys in any of the funds and accounts to be established by the Trustee pursuant to this Indenture shall be invested by the Trustee upon the written direction (including a facsimile transmission) of the Issuer (such direction to specify the p...
  - #56">(c) In the event of a loss on the sale of such investments (after giving effect to any interest or other income thereon except to the extent theretofore paid to the Issuer), the Trustee shall have no responsibility in respect of such loss except that ...
  - #56">(d) The Trustee shall have no liability whatsoever for any loss, fee, tax or other charge incurred in connection with any investment, reinvestment or liquidation of an investment hereunder.
- #56">Section 9.7 Compensation; Reimbursement; Indemnification
  - #56">(i) to pay to the Trustee as agreed upon from time to time in writing compensation for all services rendered by it hereunder or in connection with the Notes (which compensation shall not be limited by any provision of law in regard to the compensation...
  - #56">(ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and documented expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or ...
  - #56">(iii) to indemnify each of the Trustee and any predecessor Trustee for, and to hold them harmless against, any and all loss, liability, claim (whether asserted by the Issuer, a Holder or any other person), damage, or expense (including Taxes, other th...
  - #56">(b) The obligations of the Issuer under this Section 9.7 shall survive the termination of this Indenture and the resignation or removal of the Trustee.
  - #56">(c) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to and shall be enforceable by, the Trustee in each of its capacities hereunder (including ...
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- #57">Section 9.8 Eligibility
- #57">Section 9.9 Resignation and Removal; Appointment of Successor
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  - #57">
  - #58">(d) If at any time any of the following shall occur:
    - #58">
    - #58">(ii) the Trustee shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitati...
    - #58">(iii) the Trustee have failed to eliminate a conflicting interest or to resign as required by Section 9.13;
  - #58">(e) If the Trustee shall resign, be removed or become incapable of action, or if a vacancy shall occur in the office of Trustee for any reason, the Issuer, by a resolution of its Board of Directors, shall promptly appoint a successor Trustee and shall...
  - #58">
  - #58">(g) The successor Trustee will post or deliver to the Issuer and the TASE for the purpose of posting a notice of its succession on the official website of the TASE (http://maya.tase.co.il or any successor website thereto), and the Issuer undertakes to...
- #59">Section 9.10 Acceptance of Appointment by Successor Trustee
  - #59">(b) Upon request of the Issuer, any successor Trustee shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts under this Indenture to which the Trustee i...
  - #59">
  - #59">
- #59">Section 9.11 Merger, Conversion, Consolidation or Succession to Business
- #59">Section 9.12 Authorization to Enter into Indenture
- #59">Section 9.13 Disqualification; Conflicting Interests
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#60">ARTICLE 10 [RESERVED]
#60">ARTICLE 11 MISCELLANEOUS PROVISIONS
- #60">Section 11.1 Third Party Beneficiaries
- #60">Section 11.2 Severability
- #60">Section 11.3 Substitute Notice
- #60">Section 11.4 Notices
  - #61">(b) In providing any notice to Holders pursuant to this Indenture, the Issuer shall (i) for so long as any Notes are represented by Global Notes, deliver any such notice to the Depositary, for the purpose of delivery to Euroclear and Clearstream for f...
- #61">Section 11.5 Successors and Assigns
- #61">Section 11.6 Section Headings
- #61">Section 11.7 Counterparts
- #61">Section 11.8 Governing Law; Submission to Jurisdiction; Currency Indemnity
  - #61">(b) Each of the parties hereto hereby irrevocably submits to the jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York or the competent courts of its corporate domicile with respect to act...
  - #62">(c) To the extent permitted by Applicable Law, the Issuer hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Indent...
  - #62">(d) U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes, including damages. To the extent permitted by law, any amount received or recovered in a currency other than U.S. ...
- #63">Section 11.9 WAIVER OF JURY TRIAL
- #63">Section 11.10 Waiver of Immunity
- #63">Section 11.11 Legal Holidays
- #63">Section 11.12 Limitation of Liability
  - #63">(b) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee or any Agent (or their respective officers, directors, employees, agents, successors and permitted assigns) be liable under or in connection with this Indent...
- #63">Section 11.13 English Language
- #63">Section 11.14 Entire Agreement
- #64">Section 11.15 Survival
- #64">
  - #64">(b) Every certificate with respect to compliance with a condition or covenant provided for in this Indenture shall include:
    - #64">(i) a statement that each Authorized Officer signing such certificate or opinion has read such covenant or condition;
    - #64">(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
    - #64">(iii) a statement that, in the opinion of each such Authorized Officer, such examination or investigation has been made as is necessary to enable each such individual to express an informed opinion as to whether such covenant or condition has been com...
    - #64">(iv) a statement as to whether, in the opinion of each such Authorized Officer, such condition or covenant has been complied with.
- #64">Section 11.17 Form of Certificates and Opinions Delivered to Trustee
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  - #65">(c) Any certificate of counsel or Opinion of Counsel may be based, insofar as it relates to factual matters or information which is in the possession of any person, upon a certificate or opinion of, or representations by, an Authorized Officer of such...
- #65">Section 11.18 Force Majeure
- #65">Section 11.19 U.S.A. Patriot Act
- #65">Section 11.20 Issuer Not a U.S. Tax Obligor