EX-99 9 exhibit_4-20.htm 20-F

Exhibit 4.20

[Unofficial Translation]

FIRST SCHEDULE TO DEED OF TRUST – DEBENTURE CERTIFICATE

BLUE SQUARE – ISRAEL LTD.

Registered Debenture (Series B) of NIS 1 par value each
(out of a series of NIS 200,000,000 par value Debentures (Series B))

Number ____________ Nominal Amount ______________

1. This certificate witnesses that Blue Square – Israel Ltd. (hereinafter: “the Company”) will pay ________________, or whoever is a registered holder for the time being of this Debenture, the amount of the principal of __________ new shekels in 3 equal installments on the 5th day of August of each of the years 2007, 2009 and 2011 (inclusive).

2. The principal of the Debentures will bear annual interest at a rate of 5.9%, and will be paid once every six months on the 5th day of the months of February and August each year in respect of the six-month period ended on the last day preceding such date. The first interest payment will be made on February 5, 2004 (in respect of the period from the date of the payment in respect of the Debentures (Series B) and up to such date), and the last payment will be made together with the last payment on account of the principal. The principal and the interest will be linked to the Consumer Price Index published on July 15, 2003 in respect of the month of June 2003, as stated in the conditions recorded overleaf.

3. The Debentures (Series B) will be convertible at any time, commencing from the date of allotment thereof and up to July 20, 2011 (inclusive), except between January 20 until February 5 (inclusive) and between July 20 and August 5 (inclusive) of each of the years 2004 until 2011 (inclusive), into registered ordinary shares of NIS par value each of the Company, on a basis that every NIS 49.5 par value of Debentures (Series B) shall be convertible into one ordinary share of NIS 1 par value of the Company (hereinafter: “the Conversion Price”), subject to the conditions and the adjustments set forth in the Deed of Trust and the appendices and schedules thereto.

4. The Debentures of this series are issued in accordance with a deed of trust dated August 5, 2003, made and entered into between the Company, of the one part, and Israel Discount Bank Trust Company Ltd., as trustee, of the other part (hereinafter: “the Deed of Trust”).

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5. The Debentures and the Debentures of Series B, which are issued by the Company concurrent with the issue of the Debentures, will have the same security ranking, pari passu, between themselves, without any right of preference or priority for the one over the other.

6. This Debenture is issued in accordance with and subject to the conditions recorded overleaf and in the Deed of Trust.

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH THE APPLICABLE STATE SECURITIES LAWS.

Issued under the seal of the Company which was imprinted on: ________________

in the presence of: __________________
                                            Director		 __________________
Director

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CONDITIONS RECORDED OVERLEAF

These Debentures (Series B) are part of a series of NIS 200,000,000 par value registered Debentures.

1. General

  1.1 In this Debenture the following expressions will have the meanings set opposite them:

  “The register” or “the register of Debenture holders” – a register of Debenture holders which will be maintained in accordance with Clause 17.

  “The Debenture” – any Debenture (Series B) which will be issued by the Company and registered in the register.

  “Debenture holder” or “holder” – the person whose name is registered for the time being in the register as the owner of the Debentures (Series B), and in the case of joint holders, the holder whose name stands first in the register.

  “Eligible person” – the holder of a Debenture who is entitled to the rights specified therein at the given time.

  “The Deed of Trust” – the Deed of Trust dated August 5, 2003, which was made and entered into between the Company, of the one part, and the Israel Discount Bank Trust Company Ltd., as trustee, of the other part.

  “Business day” – a day on which the majority of the banks in Israel are open to the general public for the execution of transactions.

  Every other term or expression in this Debenture will have the meaning ascribed thereto in the Deed of Trust, unless the context necessitates a different meaning.

2. The principal and the interest

  2.1 A series of 200,000,000 registered Debentures (Series B) of NIS 1 par value each. The principal of the Debentures is repayable in 3 equal annual payments on the 5th day of August of each of the years 2007, 2009 and 2011 (inclusive) and bears annual interest at a rate of 5.9%. The interest on the principal as aforesaid will be paid once every six months on the 5th of the months of February and August of each year in respect of the six-month period ended on the last day preceding such date. The first interest payment will be made on February 5, 2004 (in respect of the period from the date of payment for the Debentures (Series B) and up to such date), and the last payment will be effected together with the last payment on account of the principal. The Debentures (Series B) will be linked (as to principal and interest) to the basic index as specified in the conditions of indexation in Clause 4 below.

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  2.2 A deduction will be made from every interest payment of income tax required to be deducted at source in accordance with the provisions of any law, unless an exemption from deduction of tax at source is exhibited to the Company.

  The last interest payment on the Debentures will be paid together with the last payment of the principal, at the time of redemption of the Debenture as stated below in Clause 6 below (“principal and interest payments”).

3. Postponement of dates

  A date fixed for any payment of principal or interest by virtue of the terms of payment specified in the Debentures, which falls on a day which is not a business day, shall be postponed for payment to the next business day immediately following, without extra payment.

4. Conditions of indexation of the principal and the interest

  The principal of the Debentures and the interest thereon as stated above will be linked to the Consumer Price Index in accordance with the following conditions of linkage:

  In this Clause 5 the following terms will have the meaning set opposite them:

  “The Consumer Price Index” or “the Index” – the index known by the name of the Consumer Price Index, including fruit and vegetables, which is published by the Central Bureau of Statistics and including such index even if it is published by another official body or institution, and also including any official index which may come in its stead, whether or not such replacing index is structured on the same data on which the existing index is structured. If another index should replace it which is published by a body or institution as aforesaid, and such body or institution has not specified the ratio between such index and the replaced index, the ratio will be determined by the Central Bureau of Statistics. In the event that such ratio is not determined as aforesaid, the Company, in consultation with the economic experts who will be chosen by, and with the consent of the Trustee, will determine the ratio between the other index and the replaced index.

  “The known index” – the last known index.

  “The basic index” – the index published on July 15, 2003 in respect of the month of June 2003.

  “The payment index” – the index which is known on the date of payment.

  The conditions of indexation of the principal and the interest will be as follows:

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  If it transpires on the due date for the settlement of any payment on account of the principal and/or the interest on the Debentures that the payment index has risen as compared with the basic index, the Company will pay such payment of principal or interest where it is increased proportionately by the percentage rise in the payment index as against the basic index, but if it should transpire that the payment index is the same as or lower than the basic index, then the payment index will be the basic index.

5. Payments of principal and interest

  5.1 Every payment of the Debentures (principal and interest) (excluding the last payment) will be paid to the persons whose names are registered in the register of Debenture holders as holders on the 20th of the month preceding the month in which payment is effected in accordance with the Debenture (“the determining date for the payment”). The last payment of the Debenture (principal and interest) will be effected against surrender of the Debenture certificates to the Company at its registered office and at any other place of which it may give notice.

  5.2 The payment to entitled persons will be made by way of bank transfer to the credit of the bank account of the persons whose names are registered in the register of Debenture holders in accordance with what is mentioned in the particulars which they will furnish in writing to the Company in good time in advance, in accordance with Clause 5.3 below, as the account to the credit of which the payment in accordance with the Debenture is to be transferred. The payments will be made subject to the terms and conditions of indexation as set forth in Clause 4 above. If the Company is unable, for any reason, to pay any amount as aforesaid to the entitled persons, it will deposit such amount in the hands of the Trustee as stated in Clause 6.2 below.

  5.3 The holders are aware that the Company is about to contract and/or has contracted with the clearing house of the Tel Aviv Stock Exchange Ltd. for purposes of obtaining private clearing house services in connection with the Debentures (Series B) and that for purposes of obtaining the services of the private clearing house as aforesaid, the holders of the Debentures (Series B) will be registered with the Bank Hapoalim Registrations Company Ltd., and the aforesaid registrations company will be the party that will, in such event, be recorded as owner in the register of Debenture holders (Series B) of the Company.

  5.4 A holder of a Debenture wishing to be registered as an owner in the register of Debentures (Series B) of the Company, and who does not wish to receive private clearing house services as referred to in Clause 5.3 above, shall notify the Company of his particulars and the particulars of the bank account to be credited with the payment in accordance with the Debenture as stated in Clause 5.2 above, and if he wishes to alter the details of the aforesaid account or his address, he will be able to do so by notice by registered letter to the Company, but the Company will comply with the instruction only if it reaches its registered office at least 30 days before the date fixed for settlement of any payment in accordance with the Debenture. In the event that the notice is received by the Company late, the Company will act in accordance therewith only in relation to payments the due date of which falls after the date of payment closest to the date of the notice.

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  5.5 Should a person entitled to payment as aforesaid fail to deliver notice to the Company in good time in advance of written details regarding his bank account, to the credit of which the payment pursuant to the Debenture requires to be remitted, the payment shall be made by way of a check that will be sent by registered mail to the last address of the Debenture holders which are recorded in the register. The sending of a check to an entitled person by registered mail as aforesaid will, for all intents and purposes, constitute payment of the amounts denominated therein, on the date of its dispatch by post as aforesaid, provided that the check is met upon its due presentation for collection.

6. Non-payment for a reason not dependent on the Company

  6.1 Any amount which is due to a Debenture holder that was not actually paid on the date specified for the payment thereof for a reason which is not dependent on the Company, in circumstances where the Company was prepared to make payment thereof, shall cease to bear interest and linkage differentials (to the extent that same exist) from the date fixed for the payment thereof, and the Debenture holder will be entitled only to those amounts to which he was entitled on the date specified for settlement of such payment on account of the principal, the interest and the linkage differentials.

  6.2 The Company shall deposit with the Trustee the amount of the payment which was not paid on due date, as referred to in sub-clause 6.1 above, by not later than 15 business days from the date fixed for such payment, and shall give notice in writing about such deposit, according to the addresses in its possession, to the Debenture holders, and the aforesaid deposit shall be deemed to be a discharge of such payment and in the case of a discharge of everything due in respect of the Debenture, also as redemption of the Debenture.

  6.3 The Trustee shall invest the moneys transferred to it as stated in sub-clause 6.2 above for the credit of those owners of Debentures and shall invest in investments permissible for the Trustee in accordance with the Deed of Trust. Where the Trustee has done so, it will be liable to the aforesaid entitled parties in respect such amounts solely for the proceeds that will be received from a realization of the investments, less the expenses connected with the aforesaid investment and with the management of the trust accounts, the commissions and compulsory payments imposed on the trust account. The Trustee shall hold the abovementioned amounts and shall invest same in the aforesaid manner until the end of one year from the date of final redemption of the Debentures. After that date the Trustee shall return the amounts that have accrued in its hands, including profits arising from the investment thereof, less its expenses, to the Company which shall hold these amounts in trust for the Debenture holders.

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  6.4 The Trustee shall transfer the moneys that have accumulated to the credit of the Debenture holders, as stated in sub-clause 6.3 above, against receipt of proof and confirmations regarding their right to such amounts, to the full satisfaction of the Trustee, and less the Trustee’s expenses and its commission at a percentage reasonable to it at that time.

7. Right of conversion

  7.1 The Debentures (Series B) will be convertible at any time, commencing from the date of their issue to the holders and until July 20, 2011 (inclusive), except between January 20 until February 5 (inclusive) and between July 20 and August 5, (inclusive) of each of the years 2004 until 2011 (inclusive) into registered ordinary shares of NIS 1 par value each of the Company on a basis that every NIS 49.5 par value Debentures (Series B) shall be convertible into 1 ordinary share of NIS 1 par value of the Company (hereinafter: “the Conversion Price”), subject to the conditions set forth below and to the adjustments mentioned in Clause 8 below.

  7.2 The Debentures shall be convertible under the conditions set forth below by way of applications that shall be submitted to the Company not later than July 20, 2011, and rights of conversion the exercise of which has not been requested up to the aforesaid date will be void. If the last date for conversion falls on a date that is not a business day, the last date of conversion will be postponed to the first business day immediately following.

  7.3 Every Debenture holder (hereinafter: “the Applicant”) wishing to exercise his right of conversion, shall submit directly to the Company, at its registered office (or to the Bank Hapoalim Registrations Company Ltd. through which he holds the Debentures (Series B) of the Company), an application to that effect in writing on a form as shall be specified by the Company (hereinafter: “Notice of Conversion”) accompanied by the Debenture certificate.

  Notice of Conversion forms will be obtainable from the registered office of the Company and also at any other place about which the Company gives notice. The Applicant will be obliged to sign at any time he is called upon to do so by the Company any additional document that is required in accordance with the provisions of any law for giving validity to the allotment of the conversion shares.

  The board of directors of the Company has the power to appoint any person it deems fit to sign in the name and on behalf of the Applicant on any additional document that may be required for purposes of allotting the conversion shares.

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  The day on which the Notice of Conversion, which complies all the aforesaid conditions, reaches the registered office of the Company will be deemed to be the date of conversion (hereinafter: “the Date of Conversion”).

  7.4 A Notice of Conversion cannot be cancelled or altered by the Applicant.

  7.5 The Applicant will not be entitled to a fraction of one conversion share, but will be entitled to add to whole shares all the fractions that are due to him, if due, in respect of all the rights of conversion he wishes to exercise. It will not be possible to convert portion of the Debentures included in the Debenture certificates, but the certificates will be capable of being split in accordance with Clause 15 below.

  It will not be possible to realize Debentures in a quantity which differs from the quantity that gives entitlement to a conversion as set forth in Clause 7.1 above or in multiples of the quantity giving entitlement to conversion as stated in Clause 7.1 above.

  The surplus conversion shares that come about at the time of exercising the right of conversion, if same come about, shall be sold by the Company on the stock exchange within 30 days after these surpluses have accumulated into whole shares in a reasonable quantity for sale on the stock exchange, having regard to the costs connected therewith, and the net proceeds after deduction of the selling expenses, commissions and other levies, if there should be such, will be paid to the persons entitled thereto in accordance with their pro rata share, within 15 days from the date of the sale. The Company will not send checks in an amount of less than NIS 10 to the entitled persons. If the shares are blocked at that time, the surpluses of the conversion shares will be transferred to a trustee who will sell them on the stock exchange immediately after the end of the period of blockage and the proceeds arising from the sale thereof shall be distributed in the manner described in this clause.

  7.6 Within 7 business days after the Date of Conversion, the Company will send the Applicant the conversion shares that are due to him, will send appropriate letters of allotment, or within one month from the date of allotment of shares by the Company, will send appropriate share certificates to the persons entitled thereto, and, by virtue of the approval in principle for the listing of the conversion shares for trade on the Tel Aviv Stock Exchange Ltd. (hereinafter: “the Stock Exchange”), it will take steps to have the shares listed for trade on the Stock Exchange.

  7.7 The conversion shares will be fully paid-up, ranking pari passu in all respects with the ordinary shares of NIS 1 par value of the Company which are in existence at that time and shall confer on their holders the right to participate in full in any dividend or other distribution of which the determining date for the right to receive same is the date of conversion onwards.

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  7.8 The Debentures which have been converted will be expunged from the register of Debentures on the date of their conversion and will be completely void from the date of allotment of conversion shares in respect thereof, and will not confer any right to interest and/or any principal after the last date for payment of interest and/or principal the due date for payment of which fell prior to the Date of Conversion, and likewise will not confer any right to linkage differentials that have accrued on the amount of the principal in accordance with the conditions of linkage as set forth in Clause 4 above (which would have been payable together with the payments on account of the principal of the Debentures, if the Applicant had not exercised his right to convert the Debentures into shares).

  7.9 In accordance with the provisions of the Securities Law (Amendment No. 20), 5760-2000 and the Securities Regulations (Details for purposes of Sections 15A to 15C of the Law), 5760-2000, the following restrictions will apply to the sale of the shares arising from a conversion of the Debentures (Series B) which will be allotted to holders of the Debentures (Series B) in accordance with the abovementioned Deed of Trust:

  7.9.1 During a period of one year (hereinafter: “the First Period”) from the date of allotment of the Debentures (Series B) to a holder of the Debentures (Series B), the holder will not be entitled to offer, in the course of trading on the Stock Exchange, the conversion shares arising from a conversion of such Debentures, without publishing a prospectus which the Securities Authority has given permission for its publication.

  7.9.2 During an additional period of eight successive quarters, starting from the end of the First Period (hereinafter: "the Additional Period"):

  7.9.2.1 The holder shall not offer, other than in accordance with a prospectus, on any trading day, a quantity of securities which exceeds the daily average of the trading turnover on the Stock Exchange in securities of the class of the aforesaid conversion shares, in the eight-week period preceding the date of the offer of the aforesaid conversion shares in the framework of trading on the Stock Exchange as aforesaid.

  7.9.2.2 The holder shall not offer on the Stock Exchange one percent (or more) of the issued and paid-up capital of the Company in the course of any quarter. “Issued and paid-up capital”, for purposes of this clause, excludes shares arising from a conversion of the convertible securities that were issued up to the Date of Allotment of the Debentures (Series B) and which have not yet been exercised or converted.

  The restrictions as set forth above shall also apply to shares emanating from the conversion of Debentures (Series B) that were purchased from a holder of Debentures (Series B) during the First Period and in the Additional Periods, other than in accordance with a prospectus and not in the course of trading on the Stock Exchange.

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  7.9.3 If the aforesaid periods should be shortened in the scope of an amendment to the aforesaid Securities Regulations, and it is possible to apply the shortened period of blockage to conversion shares as aforesaid, the shortened blockage period will apply to the shares arising from a conversion of the Debentures (Series B) as shall be amended.

  7.9.4 It is hereby expressly agreed and clarified that the holders of the Debentures (Series B) will not be entitled to register and/or to submit demands to the Company to register the shares emanating from a conversion of the Debentures (Series B) for trade in the USA (on the New York Stock Exchange) on which some of the shares of the Company are listed for trade at the date of allotment of the Debentures (Series B) in accordance with the Deed of Trust, and the conversion shares as aforesaid will be capable of being listed for trade only on the Tel Aviv Stock Exchange Ltd. Accordingly it will not be possible to list the conversion shares for trade in the USA, and the holders will not be entitled to sell and/or to trade in and/or to effect any transaction in the USA in the Debentures (Series B) and/or in shares arising from the conversion of the Debentures (Series B).

  Without derogating from the foregoing, Debentures (Series B) and/or the shares arising from the Debentures (Series B) have not been registered with the Securities and Exchange Commission in the USA or with another securities authority in any states of the USA, and therefore it will not be possible to offer or to sell such debentures or shares according to law in the USA until after the submission of an appropriate registration statement in accordance with the provisions of the Securities Act of 1933, as amended, or pursuant to an exemption from the registration requirements in the USA, or in the scope of a transaction which is not subject to the registration requirements under the Securities Act in the USA and in accordance with the provisions of the laws on securities which are binding in the relevant state of the USA.

8. Adjustments due to distribution of bonus shares and cash dividends and the issue of rights

  From the date of issue of this Debenture and up to the last date on which it is possible to exercise the rights of conversion attaching to the Debentures, the following provisions will apply to Debentures the right to convert same has not yet been exercised:

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  8.1 If the Company distributes bonus shares to the ordinary shareholders, then on the determining date for the right to receive bonus shares (in this clause “the Determining Date”) there shall be added to the conversion shares to which a holder of Debentures is entitled upon the exercise of the right of conversion attaching to the Debentures, shares in a quantity and of a class which such Debenture holder would have been entitled to receive as bonus shares in respect of the conversion shares had he exercised the rights of conversion before the Determining Date. The provisions contained in the terms and conditions of the Debentures which relate to the conversion shares shall also apply with respect to the shares which are added to the conversion shares pursuant to this clause, mutatis mutandis in the event that bonus shares of a class different to the conversion shares are distributed.

  In the case of a distribution of a cash dividend, the amount of the dividend that was paid in respect of each share will be deducted from the Conversion Price.

  8.2 If the Company offers its shareholders any securities by way of a rights issue, the number of shares emanating from the conversion will be adjusted to the bonus element inherent in the rights, as this is expressed in the ratio between the price of the share on the Stock Exchange on the determining date for the right to participate in the rights issue, and the basic price “ex rights”.

  8.3 The quantity of shares to which a holder of Debentures will be entitled as a consequence of exercising the right of conversion will not be adjusted in the case of any issues (including issues to interested parties), save for adjustments due to the distribution of bonus shares and a cash dividend and rights issues as described above.

9. Various provisions for protecting the right of conversion

  From the date of issue of this Debenture and so long as the Debentures (Series B) have not been converted or repaid, and under all circumstances by not later than the end of the conversion period, the following provisions shall apply:

  9.1 The Company will retain a sufficient number of ordinary shares of NIS 1 par value in its authorized capital to guarantee the right of conversion attaching to the Debentures, and to the extent necessary will cause an increase in its authorized capital.

  9.2 The Company will refrain from distributing bonus shares or from making a rights issue which is reasonably likely (where in the case of a rights issue the reasonability will be determined according to a decision of the trustee who will be entitled to rely on experts as it deems fit immediately prior to publication of the prospectus regarding the rights issue) to bring about a reduction in the price of a conversion share to below its par value.

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  9.3 If the Company consolidates the ordinary shares of NIS 1 par value in its issued capital into shares of a larger denomination, or should it sub-divide such shares into shares having a smaller denomination, the number of shares that will be allotted as a consequence of the exercise of the right of conversion subsequent to such action will be reduced or increased, as the case may be.

  In such event the Debenture holder will not be entitled to receive a fraction of a whole share, but fractions of shares that come about will be dealt with in such manner as the board of directors of the Company shall see fit. In the case of a consolidation or sub-division as aforesaid, the provisions of this chapter shall apply mutatis mutandis.

  9.4 In every case in which an adjustment takes place in the Conversion Price and/or in the quantity of conversion shares in accordance with the contents of Clause 8 above, the Company will publish a notice in the two most widely-circulating Hebrew dailies in Israel regarding the rights of the Debenture holders to exercise the conversion rights attaching to the Debentures, indicating the conversion period, the Conversion Price and the par value amount of the conversion shares and bonus shares (if any) to which they will be entitled in consequence of exercising one conversion right at such time.

  In addition thereto the Company shall, not later than 30 days prior to the end of the conversion period, send written notice as aforesaid to all the registered holders of Debentures, regarding the last date for conversion of the Debentures as aforesaid, coupled with an indication that after that date the rights will be null and void, and in addition it will publish a notice to that effect, not later than the aforesaid date, in two dailies in Israel. Such notice shall specify the Conversion Price, the number of conversion shares and the bonus shares to which the Debenture holder will be entitled at the time of conversion during this period of time.

  9.5 In the case of a resolution being passed for the voluntarily winding-up of the Company, the Company shall give written notice to all the Debenture holders regarding the passing of the resolution as aforesaid and regarding the right of conversion mentioned below, and will also publish a notice to that effect in two widely circulating Hebrew dailies in Israel. Every Debenture holder will be entitled, in his absolute discretion, within three months from the date of the notice, to notify the Company in writing of his desire to be deemed to have exercised the conversion right attaching to the Debentures which he holds immediately prior to the passing of the resolution.

  In such event the holder of the Debentures as aforesaid shall be entitled to a payment equivalent to the amount which would have been due to him in a winding-up had he been a shareholder as a consequence of exercising the conversion right attaching to the Debentures, prior to the passing of the winding-up resolution, but less an amount equivalent to the interest and/or linkage differentials that were paid in respect of the Debenture on the date of the resolution or subsequent thereto (save for interest and/or linkage differentials the due date for payment of which fell prior to the date of the resolution, even if they were paid on the date of the resolution or subsequent thereto).

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  9.6 The Company will make available at its registered office for inspection by the Debenture holders, during normal working hours, a copy of its annual and quarterly financial statements, immediately same are published, for a period which shall not exceed three years from the date of publication of each such statement. On a request in writing by a Debenture holder which is submitted during the period of existence of the conversion right, the Company will send him a copy of the aforesaid statements.

10. Alterations to Deed of Trust, waiver, compromises and alterations of rights

  10.1 Subject to the provisions of any law which cannot be excluded or contracted out of, the Company and the Trustee will be entitled, either before or after the principal of the Debentures is made due and payable, to alter the Deed of Trust (including also an alteration of the terms and conditions of the Debentures), if one of the following conditions is fulfilled:

  10.1.1 The Trustee is convinced that the alteration does not prejudice the holders of the Debentures.

  10.1.2 The holders of Debentures have agreed to the alteration by a special resolution (according to the definition of this term in the Second Schedule to the Deed of Trust) of a general meeting of holders of the Debentures who were present thereat, either personally or by way of proxy, who hold at least fifty percent of the balance of the par value of the Debentures, or at an adjourned meeting at which the holders of at least ten percent of the aforesaid balance were present.

  10.2 In addition, subject to the provisions of any law which cannot be excluded or contracted out of:

  10.2.1 The Trustee shall be entitled, where this is to the benefit of the Debenture holders, or if doing so will not constitute prejudice to the rights of the Debenture holders, to waive any breach or non-fulfillment by the Company of any of the terms and conditions of the Deed of Trust.

  10.2.2 The Trustee shall further be entitled, with prior approval by way of a special resolution (according to the definition of this term in the Second Schedule to the Deed of Trust) to be passed by the holders of the Debentures, to compromise with the Company in connection with any right or claim of the Debenture holders or any of them or of the Trustee, in accordance with the Deed of Trust. Where the Trustee has compromised with the Company after having received prior approval of the Debenture holders as aforesaid, the Trustee shall be released from all responsibility in respect of such act.

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  10.3 In the case of an alteration to the terms and conditions of the Debentures, the Company will be entitled to demand from each of the Debenture holders to deliver to it the certificates held by such holder, for purposes of adding a note thereto with regard to the aforesaid alteration.

  10.4 The Company shall serve on the Debenture holders notice regarding any such alteration immediately upon the implementation thereof.

11. Terms of issue

  11.1 It is hereby clarified, for the avoidance of any doubt, that the Company will be entitled to encumber its property, in whole or in part, by way of any charge or encumbrance and in any manner in favor of any third party, without any necessity for any consent from the Trustee and/or from the Debenture holders.

  11.2 The Company reserves the right to purchase Debentures of this issue at any time, at any price it may deem fit, without prejudice to the obligation for repayment which is imposed on it. Debentures which have been purchased by the Company will lapse. A subsidiary of the Company, or other corporation under its control, will be entitled to buy and/or sell Debentures of this issue, from time to time, in its discretion. Debentures which will be held by a subsidiary or by a corporation controlled by the Company will be deemed to be an asset of such company or corporation.

  The Company shall notify the Trustee about every such event of a purchase of Debentures immediately after such event has occurred.

  11.3 Without derogating from the generality of the foregoing, the Company reserves the right to issue, at any time and without requiring the consent of the Trustee and/or the Debenture holders, additional debentures and/or additional series of debenture (“the Additional Series”), including additional debentures of Series B, under the same conditions as to redemption, interest, linkage, preferential ranking for repayment in the case of a winding-up and other conditions, as the Company shall deem fit, whether same rank preferentially to or pari passu with the terms and conditions of the Debentures or are inferior thereto. For the avoidance of doubt, it is hereby clarified that an issue of additional Debentures of Series B shall be effected within the framework of the Deed of Trust and the provisions of the Deed of Trust shall apply thereto.

  11.4 The Debentures and the Debentures of Series A, which are being issued by the Company concurrently with the issue of the Debentures, shall have an equal security ranking, pari passu, as between themselves, without any preference or priority for one over the other.

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  11.5 It is hereby agreed between the parties that if the Company’s shares are expunged from trading on the Tel Aviv Stock Exchange Ltd. and/or in the event that the Company’s shares are longer be held by the public and/or in the event that Maalot Israel Securities Rating Company Ltd. (hereinafter “Maalot”) should reduce the Company’s rating to BBB or lower, then, subject to the provisions of any law (including the Company meeting the profit test as stated in the provisions of the Companies Law, 5759-1999), the Company shall, within 3 months from the occurrence of one of the events mentioned above, offer to purchase the Debentures (Series A and Series B) from the holders thereof, at a price for Debentures of such series which reflects a yield of 2.5% above the yield on a government bond having an average life span similar to the average remaining life span of the Debentures of that series, as this applies at the time of purchase as aforesaid, but under no circumstances more than the adjusted value of the Debentures of such series.

12. Meeting of Debenture holders

  12.1 The general meetings of Debenture holders shall be called and conducted in accordance with the contents of the Second Schedule to the Deed of Trust.

  12.2 The Company shall send the trustee a notice in the manner and way specified in the Deed of Trust with regard to a general meeting of the shareholders of the Company, whether annual or special, by way of prior notice as required under the Companies Law, 5759-1999 and/or the Articles of the Company, as the case may be, with regard to shareholders’ meetings.

13. Notice of distribution

  The Trustee shall notify the Debenture holders as to the date and place at which each or any payment will be made under Clause 8 of the Deed of Trust, by way of 14 days prior notice, which shall be delivered in the manner mentioned in Clause 19 below. After the date specified in the notice the Debenture holder will be entitled to interest only on the unpaid balance on the amount of the principal (if any), after deduction of the amount that has been paid or has been offered to him for payment as aforesaid.

14. Presentation of Debenture to Trustee and registration in connection with partial payment

  A Debenture holder will be obliged to present to the Trustee, at the time of partial payment of principal or interest or linkage differentials (to the extent that same exist) under Clause 8 of the Deed of Trust, the Debenture certificate in respect of which the payments are being made and the Trustee shall record a note on the Debenture certificate regarding the amounts that were paid as aforesaid and the date of payment. The Trustee will be entitled in any special case, in its discretion, to waive the presentation of the Debenture certificate, after it has been given a deed of indemnity or adequate security, to its satisfaction, in respect of damages likely to be incurred as a result of the failure of record such note, as the Trustee shall deem fit. Notwithstanding the foregoing, the Trustee will be entitled to maintain records in another manner, in its discretion, with regard to partial payments.

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15. Certificates and splitting of certificates

  In respect of the Debentures registered in the name of one holder he will be issued one certificate, or at his request he will be issued several certificates, each in respect of a total number of NIS 100 par value Debentures (“the minimum quantity”) or in multiples of the minimum quantity and an additional certificate in respect of the balance (if any). (The certificates mentioned in this clause will be referred to below as: “the Certificates”).

  Every Certificate shall be capable of being split into Certificates in which the total par value of the Debentures included therein is equivalent to the aggregate par value of the Debentures that were included in the Certificate the splitting of which has been requested, provided that such Certificate shall not be issued other than in the minimum quantity or in multiples of the minimum quality, together with one additional Certificate in respect of the balance (if any). The splitting will be done against surrender to the Company, at its registered office, of the Certificate the splitting of which is requested. All the expenses connected with the splitting, including stamp duty and other levies, if any, shall be borne by the party requesting the split.

  The split will be effected within thirty days from the end of the month in which the Certificate was delivered to the Company’s registered office.

16. Register of Debenture holders

  The Company shall maintain a register of Debenture holders, in which there shall be recorded the names of the Debenture holders, their addresses, the serial numbers of the Debentures and the par value thereof, which are held by such holders. Transfers of ownership of the Debentures, in accordance with the provisions of the Deed of Trust, shall also be registered in the aforesaid register. The Trustee and any Debenture holder will be entitled to inspect the register at any reasonable time by prior arrangement with the Company.

  Subject to the provisions of any law that cannot be excluded or contracted out of, the Company will be obliged to register in the abovementioned register any notice regarding a trust, pledge and encumbrance of any sort or any right in equity, claim, set-off and any other right, in connection with the Debentures. The Company will recognize only the owner who is registered in the register of Debenture holders as the absolute owner of the Debenture in regard to any payment and for any other purpose. No notice to the contrary shall bind the Company. However, the lawful heirs, administrators or executors of the registered holder and any person who will become entitled to the Debentures as a result of the bankruptcy of any registered holder, and if it is a corporation as a consequence of its liquidation, will be entitled to be registered as holders thereof after providing proof which in the opinion of the directors of the Company is sufficient to prove their right to be registered as the holders thereof.

  The Company may close the register from time to time at such times and for such periods as it shall deem fit, provided that the total number of days of closure of the register shall not exceed 30 days in a year.

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17. Transfer of Debentures

  The Debentures included in this certificate are transferable by way of an instrument of transfer in the usual form or in another form as the management of the Company shall decide. Every instrument of transfer must bear the signature of the transferor and, if the Company has not waived this, of the transferee, and shall be delivered for registration at the registered office of the Company together with this certificate of Debentures and accompanied by the amount required for payment of the stamp duty and other governmental levies, if there are such. The board of directors may demand any proof it sees fit regarding the transferor’s title and his right to transfer the Debentures.

  The board of directors may refuse to register a transfer where the instrument of transfer is not duly stamped.

18. Issue of new certificates

  If this Debenture certificate should be defaced, lost or destroyed, the Company may issue a new Debenture certificate in its stead. The person requesting replacement of a Debenture shall bear all the expenses in relation to proof, indemnity and cover of the expenses incurred by the Company for investigating the right of title, as the board of directors shall deem fit, provided that in the case of the certificate becoming worn or defaced, the defaced Debenture certificate shall be returned to the Company before the new certificate is issued. Stamp duty and other levies, as well as other expenses connected with the issue of the new certificate, shall be borne by the person requesting the aforesaid certificate.

19. Notices and copies of notices

  19.1 Any notice on behalf of the Company or the Trustee to the Debenture holders may be given by a notice to be published in the two most widely circulating Hebrew dailies in Israel, or by sending a notice to the holder of Debentures by registered mail (and in the case of several holders – to the joint holder whose name stands first in the register), according to the last address of the holder registered in the register, and any notice sent as aforesaid shall be deemed to have been delivered to the holder of the Debentures after 72 hours from the time of its delivery for posting. A notice published in the newspapers shall be deemed to have been delivered on the date of its publication.

  19.2 In order to prove delivery for posting for purposes of sub-clause 19.1 above, it shall be sufficient to exhibit the post office receipt.

  19.3 Copies of notices that the Company will give to owners of the Debentures shall be sent by the Company also to the Trustee.

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