exv4w1






Exhibit 4.1




DEED OF TRUST




Made and entered into on the 3rd day of August, 2010



	 	 	 

	Between:

	 	ORMAT TECHNOLOGIES, INC.
	 

	 	c/o Ormat Industries Ltd.
	 

	 	1 Shidlovsky Road, Yavne
	 

	 	Telephone: 08-9433777
	 

	 	Fax: 08-9439901
	 

	 	(hereinafter: “the Company”)






of the one part;




	 	 	 

	And:

	 	ZIV HAFT TRUST COMPANY LTD.
	 

	 	46-48 Menachem Begin Road, Tel Aviv
	 

	 	Telephone: 03-6374354
	 

	 	Fax: 03-6374344
	 

	 	(hereinafter: “the Trustee”)






of the other part;




	 	 	 

	WHEREAS:

	 	The Company is incorporated under the laws of The State of
Delaware, USA, whose common stock is listed for trading on the
New York Stock Exchange; and
	 
	 	 
	WHEREAS:

	 	The board of directors of the Company decided on May 4, 2010 to
approve a private placement of registered bonds (hereinafter:
	 

	 	“the Bonds”), the proceeds of which will be used for general
corporate purposes of the Company, including the repayment of
existing loans and the acquisition, directly or indirectly, of
additional energy assets; and
	 
	 	 
	WHEREAS:

	 	The Trustee is a company limited by shares which is incorporated
in Israel according to the Companies Law, 5759-1999, whose main
object is to engage in trusteeships; and
	 
	 	 
	WHEREAS:

	 	In the scope of the private placement the Company intends to
issue the Bonds in the manner and according to the conditions set
forth below in this Deed of Trust (hereinafter: “the Private
Placement”), without registering the Bonds or listing them for
trading; and
	 
	 	 
	WHEREAS:

	 	The Company requested the Trustee to serve as trustee for the
Bond holders; and
	 
	 	 
	WHEREAS:

	 	The Trustee declares that there is no obstacle or impediment
according to the Securities Law, 5728-1968 (hereinafter: “the
Securities Law”) and/or any other law to its appointment and to
its being the trustee for the Bonds, nor to its entering into
this Deed of Trust with the Company, and that it complies with
the requirements and the conditions of qualification specified in
the Law to serve as trustee for the issue of the Bonds; and






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	WHEREAS:

	 	The Trustee has agreed to sign this Deed of Trust and to act as
trustee for the Bond holders, all subject to and in accordance
with the terms and conditions of this Deed of Trust;






Now therefore it is agreed, declared and stipulated by the parties as follows:





	1.	 	Preamble, interpretation and definitions






	 	1.1	 	The preamble to this Deed of Trust and the schedules attached hereto constitute a
material and integral part hereof.
	 
	 	1.2	 	The division of this Deed of Trust into clauses and the providing of headings to
the clauses have been done for the sake of convenience and as place-finders only, and no
use shall be made thereof for purposes of interpretation.
	 
	 	1.3	 	All references in this Deed of Trust in the plural shall also include the
singular, and vice versa, anything appearing in the masculine gender shall also include
the feminine and vice versa, and anything importing the word person shall also include a
body corporate, unless this Deed of Trust contains a different express and/or implied
provision and/or if the content or the context does not dictate otherwise.
	 
	 	1.4	 	In this Deed of Trust and in the Bonds the following expressions will have the
meanings set opposite them, unless a different intention is to be inferred from the
content matter or the context thereof:





	 	 	 	 	 

	“Deed of Trust”

	 	—
	 	This Deed of Trust including the schedules attached
hereto and which form an integral part hereof;
	 
	 	 	 	 
	“Register” or
“register of Bond
holders”

	 	—
	 	A register of bond holders as referred to in Clause 25
of this Deed;
	 
	 	 	 	 
	“Bond holders” or
“owners of Bonds”

	 	—
	 	The persons whose names are recorded at the given time
in the register, and in the case of several joint
holders, the joint holder whose name appears first in
the register;
	 
	 	 	 	 
	“Bond Certificate”

	 	—
	 	A bond certificate in the form set forth in the First
Schedule to this Deed;
	 
	 	 	 	 
	“Principal” or
“principal amount
of the Bonds”

	 	—
	 	The aggregate outstanding principal amount of the Bonds;
	 
	 	 	 	 
	“Business Day”

	 	—
	 	A day on which most of the banks in Israel are open to
execute trading with the public in foreign currency and
a day in which most of the banks in New York (New York)
and in Reno (Nevada) are open for the execution of
transactions;
	 
	 	 	 	 
	“Dollar”

	 	—
	 	lawful money of the United States;






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	“Known Rate”

	 	—
	 	The representative rate in new shekels of the dollar
for a particular day, as last fixed by the Bank of
Israel before such day, provided that in a period in
which the Bank of Israel does not fix a representative
rate, the known rate will be the rate last fixed by the
Minister of Finance together with the Governor of the
Bank of Israel for government certificates of
obligation that are linked to the rate of the dollar;
	 
	 	 	 	 
	“Date of Issue”

	 	—
	 	The business day on which proceeds of the issuance of
the Bonds will be deposited in the Company’s bank
account in Israel and the Bond Certificates will be
issued in accordance with this Deed of Trust;
	 
	 	 	 	 
	“Interest Period”

	 	—
	 	Any period of six months in respect of which interest
is paid to the Bond Holders, namely: a) the period
commencing on February 1 and ending on July 31; and b)
the period commencing on August 1 and ending on January
31; in each of the years 2011 until 2017 (inclusive),
but excluding the first interest period;
	 
	 	 	 	 
	“First Interest
Period”

	 	—
	 	The period from the Date of Issue and until January 31,
2010, calculated on a basis of 365 days in a year;
	 
	 	 	 	 
	“Securities Act”

	 	—
	 	The U.S. Securities Act of 1933, as amended.







	2.	 	Issue of the Bonds 






	 	2.1	 	Against payment of the purchase price, as specified below, the Company will issue
up to $150,000,000 (one hundred and fifty million dollars) in aggregate principal amount
of Bonds(as applies from time to time), repayable in one payment on August 1, 2017
(the: “Maturity Date”).
	 
	 	 	 	In consideration for the Bonds, the buyers of the Bonds will pay the Company the amount
of 1 dollar for each 1 dollar of principal of Bonds. Each buyer shall pay the purchase
price in dollars or in new shekels, in an amount equivalent to the aggregate principal
amount of the Bonds for which each buyer of Bonds will apply, multiplied by the Known
Rate as prevailing at the end of the business day of the Date of Issue.
	 
	 	2.2	 	Principal of the Bonds will bear interest at a fixed rate of 7% per annum,
payable semi-annually on the first business day following the end of each Interest
Period in relation to the Interest Period preceding the date of payment — that is to
say on February 1 and on August 1 in each of the years 2011 until 2017 (inclusive),
except the payment for the First Interest Period which will be paid on February 1, 2011.
The last payment in respect of interest will be paid on August 1, 2017, together with
repayment of the principal amount of the Bonds and against surrender of the Bonds
Certificate to the Company or to its nominee.




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	 	2.3	 	Repayment of the Principal of and interest of the Bonds will be made to the bond
holders in new shekels, according to the Known Rate at the time of each payment.
	 
	 	2.4	 	The Bonds will not be listed for trading, but will be recorded in the Tel-Aviv
Stock Exchange’s register of securities which are not listed on the Tel-Aviv Stock
Exchange for trading, within sixty days from the date of issue, and subject to the
approval of the Tel-Aviv Stock Exchange of such recordation. Registration such
recordation shall not affect any of the obligations imposed on the Bond Holders, and any
transfer of Bonds shall be subject to the provisions of Clause 28 below. The Company
shall bear the expenses involved in such recordation.
	 
	 	2.5	 	The Bonds are only being issued to and are intended for Israeli institutional
investors, as such term is defined in the First Schedule to the Securities Law, and they
are not being offered and are not intended for offerees who are residents or citizens of
the United States (for further details regarding restrictions on transfer of the Bonds,
see Clause 28 below).
	 
	 	2.6	 	A deduction shall be made from each payment that will be paid by the Company to
the Owners of Bonds on account of withholding tax as required according to applicable
law in the United States, except in relation to entities mentioned in Paragraph (2) of
the First Schedule to the Securities Law, provided that such entities furnish the
Company at the time of purchase of the Bonds with form W-8BEN, which has been duly
completed, including US Tax ID, which relates to them, and so long as they comply with
the requirements of applicable law in the United States in relation thereto, no
withholding tax will be deducted from payments to which they are entitled in respect of
the Bonds.
	 
	 	2.7	 	In the event that the Company fails to make a payment on the Bonds when due, such
payment will bear interest in respect of the period of default at an annual rate
equivalent to the interest fixed for the Bonds, plus 3%, calculated from the first day
of such default, and up to the date of actual payment, on a basis of 365 days [in a
year] (hereinafter: “the Default Interest”). For the avoidance of doubt, the Default
Interest will be in substitution of the interest fixed for the Bonds, and not in
addition thereto.






	3.	 	The Company’s obligations 






	 	3.1	 	The Company undertakes to pay all the principal amounts and the interest to which
the Bond Holders are entitled in accordance with the conditions of the Bonds and to
fulfill all the remaining conditions and obligations imposed on it in accordance with
the Bonds and this Deed of Trust.
	 
	 	3.2	 	The Company undertakes that as long as the principal of the Bonds has not been
repaid in full, the dividend that will be distributed in respect of each financial year
shall not exceed 35% of the net income in that year, as shown on the Company’s audited
consolidated annual financial statements. Notwithstanding the foregoing, the Company
may, during the course of any financial year, make an interim dividend




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	 	 	distribution on the basis of the Company’s estimate of the net profit for such
financial year. If the amount of dividend that has actually been paid in any physical
year exceeds the percentage mentioned above, such deviation will be set off against the
difference between the percentage dividend that was actually paid in the prior
financial year and the percentage of 35% of the net profit in such prior financial year
and/or an adjustment will be made in the next financial year in which a dividend is
distributed.
	 
	 	 	The percentage of the dividend that will be distributed as aforesaid shall not be
changed even if the Company should decide, subsequent to completion of the Private
Placement, to switch to a different accounting method.
	 
	 	 	It is clarified for the avoidance of doubt that the Trustee shall not be required to
examine nor to approve the Company’s profit forecasts in regard to the distribution of
an interim dividend, including with respect to the reasonability and the correctness of
the data.
	 
	3.3	 	The Company undertakes that so long as the principal of the Bonds has not been
repaid in full, the ratio of the Company’s financial debt and to its adjusted EBITDA as
appears in its annual and quarterly statements (under the heading “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, hereinafter:
“Discussion and Financial Analysis Item”), shall not exceed 7 (seven).
	 
	 	 	In this clause:
	 
	 	 	“Financial Institutions” — including, without limitation, banks, insurance companies,
investment houses, mezzanine funds, and any other entity whose main business is
extending of loans and/or making investments.
	 
	 	 	“Financial Debt” —
	 
	 	 	(1) Short-term and/or long-term debt, to Financial Institutions (including current
maturities of long-term debts to such bodies), including bonds which the Company has
issued, and less cash, cash equivalents and marketable securities, as determined
according to generally accepted accounting principles in the USA, provided that such
cash, cash equivalents and marketable securities are not pledged or charged and are not
restricted under any agreement for the repayment of a particular debt (“restricted
cash”); and
	 
	 	 	(2) The Company’s share in the ‘financial debt’ of non-consolidated subsidiaries
according to the Company’s percentage holding in them.
	 
	 	 	It is hereby clarified that: (1) loans extended to the Company by its holding company
will not be included in the scope of Financial Debt, provided that they rank
subordinate to the Bonds; (2) undertakings in relation to a sale of rights of ownership
in connection with a transaction the substance of which is the sale of tax benefits
(Tax Monetization transaction) will not be deemed to be a debt; and (3) if up to the





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	 	 	 	time of full repayment of the principal of the Bonds there is a change in the
accounting principles (U.S. GAAP and/or U.S. IFRS), in such a way that a change as
aforesaid adversely affects the financial ratio specified in this Clause 3.3, the
financial restriction specified in this Clause 3.3 will be updated, mutatis mutandis,
to conform to the new accounting principles, in accordance with rules determined by an
accountant from one of the five largest firms of accountants in Israel, provided that
he is not part of the accounting firm which audits the Company and/or the Company’s
parent company.
	 
	 	 	 	“EBITDA” — at any relevant time, earnings before interest, taxes, depreciation and
amortization on the basis of the last four successive quarters at such time, as
mentioned in the Discussion and Financial Analysis Item in the Company’s annual or
quarterly reports.
	 
	 	 	 	“Adjusted EBITDA” — at any relevant time, the Company’s EBIDTA together with
depreciation, amortization, interest and taxes, which are attributed to the Company’s
investments in its non-consolidated subsidiaries that are included in the Discussion
and Financial Analysis Item in the annual and quarterly reports, according to the
Company’s percentage holding therein.
	 
	 	 	 	The Company may include a statement in its annual and quarterly reports regarding its
compliance or non-compliance with the aforesaid ratio. If no such statement is
included in the Company’s periodic reports, the Company shall furnish the Trustee with
a declaration in this regard from the Company’s CFO, within 14 days from the date of
publication of the annual or quarterly financial statements, as the case may be. The
Trustee shall treat such declaration, given by the Company’s CFO, as confirmation for
all intents and purposes of the Company’s compliance with the required ratios under
this clause.
	 
	 	 	 	If it should transpire, according to an annual or quarterly statement of the Company
(hereinafter: “the Relevant Statement”), that the aforesaid financial ratio has
exceeded seven (7) but has not exceeded eight (8) such deviation will not be deemed to
be a breach of the Deed of Trust, but the annual rate of interest which the principal
of the Bonds will bear will increase by an additional 2%. the increased interest rate
will be in force only during the period commencing on the date of publication of the
Relevant Statement and up to the earlier of (1) date of publication of the first annual
or quarterly statement in which the aforesaid financial ratio does not exceed seven
(7); or (2) the end of one year from the date of publication of the Relevant Statement.
The provision of this sub-clause shall not apply and there shall be no increase to the
interest rate on the Bonds in case the ratio according to an annual or quarterly
statement exceeds eight (8).
	 
	 	 	 	If the aforesaid financial ratio, on the basis of the Company’s annual or quarterly
financial statements shall exceed seven (7), the Company shall be obliged to notify
this to the Trustee and the Bond Holders, and again to notify them if the said
financial ratio falls to seven (7) or less than seven (7).




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	 	3.4	 	The Company undertakes that as long as the principal of the Bonds has not been
repaid in full, it will not charge or pledge and will not undertake to charge or to
pledge, in any manner and for any objective, its direct rights of ownership in any asset
forming part of its assets and/or portion thereof, in favor of any third party, without
obtaining the Trustee’s prior consent. For the avoidance of doubt, the foregoing shall
not apply to assets that are owned by subsidiaries of the Company.
	 
	 	 	 	For the avoidance of doubt, the Trustee is not responsible for examining the
possibility and/or the need for registration of negative charges or any registration
abroad which corresponds thereto in its nature and substance. The Company’s
declarations in this regard will be adequate in regard to the registration of charges.
	 
	 	 	 	Notwithstanding the foregoing, the Company will be entitled at any time and in its sole
discretion, and without the consent of the Trustee and/or the Bond Holders: (1) to
charge and/or pledge and/or undertake to charge and/or to pledge its rights (including,
without limitation, rights of ownership) in any of its subsidiaries and/or affiliates,
as security for debts of any type, whether old or new, on condition that any such
charge and/or pledge shall be removed immediately upon the repayment of the debts for
which such charge or pledge was granted as collateral; (2) to charge and/or to pledge
and/or to undertake to charge and/or to pledge assets of its subsidiaries as collateral
for receiving a loan/s and/or for finance and/or credit facilities that will be granted
to the Company and/or to its subsidiaries and/or affiliates, for purposes of acquiring
a specific asset and/or rights in another company, on condition that any such charge
and/or pledge shall be removed immediately upon the repayment of the loan/s and/or the
finance and/or the credit facilities for which such charge and/or pledge was granted as
collateral. The Trustee will not be required to examine, and does not bear
responsibility for examining, the reasonableness of the value of the charged asset in
relation to the loan or the reasonableness of the rates of financing.
	 
	 	 	 	The Company represents and warrants that as of the date of this Deed of Trust it has
not created or registered charges over its assets in relation to which an undertaking
as described above and/or over its operations was given.
	 
	 	3.5	 	The Company undertakes that as long as the principal of the Bonds has not been
repaid in full, the ratio between the capital and the total balance sheet as these
appear in its annual and quarterly consolidated financial statements (audited or
reviewed) will not be less than 20%.
	 
	 	3.6	 	The Company declares that up to the date of signing of this Deed of Trust, it did
not take on any obligation in relationships or financial obligations of the kind
specified in Clause 3. This excludes a connection with the undertaking given by the
Company to banks which granted it credit, in terms of which the said connection in
Clause 3.3 above shall not exceed 5.9.






	4.	 	Charges






	 	4.1	 	The Bonds are senior unsecured notes of the Company and do not enjoy the benefit
of any security.




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	 	4.2	 	There shall be no obligation on the Trustee to examine, and in practice the
Trustee has not examined, the need for furnishing collateral to secure the payments to
the Bond Holders. By its entering into this Deed of Trust, and by the Trustee’s consent
to serve as a trustee for the bond holders, the Trustee is not giving its opinion,
expressly or impliedly, in regard to the Company’s ability to meet its obligations to
the Bond Holders. Nothing in the foregoing shall derogate from the duties of the Trustee
according to law and/or the Deed of Trust, nor does it derogate from the Trustee’s
obligation (to the extent that such obligation applies to the Trustee according to any
law) to examine the effect of changes in the Company from the date of the Private
Placement onwards to the extent that such changes adversely affect the Company’s ability
to meet its obligations to the Bond Holders.
	 
	 	4.3	 	All the Bonds will rank pari passu with one another in connection with the
Company’s obligations pursuant to the Bonds, and without one Bond having a preferential
right or priority over another.






	5.	 	Early redemption 






	 	5.1	 	Commencing from August 1, 2014, and until the Maturity Date (which has already
mentioned, is due to take place on August 1 2017), the Company will be entitled (but not
obliged) in its sole discretion, to effect early redemption of the Bonds, in whole or in
part, and in such case the following provisions will apply:






	 	5.1.1	 	The Company shall deliver written notice to the Bond Holders, with a
copy to the Trustee, regarding early redemption of the unpaid balance of the
Bonds, in whole or in part, in one payment which shall be paid to the holders not
earlier than 10 days and not later than 60 days from the date of delivery of such
notice (hereinafter: “Date of Early Redemption”).
	 
	 	 	 	In the scope of such notice the Company shall specify the Date of the Early
Redemption, and give notice of the effective date for eligibility for payment in
respect of the early redemption, and regarding the percentage principal of the
original principal of the Bonds that will be paid to the Bond Holders on the
Date of Early Redemption, as well as the estimated aggregate amount of the early
redemption (principal and interest), and also the estimated amount of the early
redemption where same is split into an estimated amount in respect of the
interest and an estimated amount in respect of the principal.
	 
	 	5.1.2	 	The amount that will be distributed to the Bond Holders in the case
of early redemption as aforesaid will be as follows:






	 	5.1.2.1	 	If any such early redemption is made in the period commencing from
August 1, 2014 and terminating on July 31, 2015, the Company will pay each
Bond Holder the balance of the cash flow of the Bonds subject to early
redemption (principal and interest), discounted to the Date of Early
Redemption at the Government Bond Yield plus 1.5%,




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	 	 	 	provided that the resulting redemption payment shall not be less than
the sum of the par value of the Bonds subject to early redemption
multiplied by 1.02. In addition, on the date of early redemption, the
Company will pay the interest that has accrued in respect of the unpaid
balance of the principal of the Bonds, from the last interest payment
and up to the date of actual early redemption.
	 
	 	5.1.2.2	 	If any such early redemption is made in a period commencing on August 1,
2015 and terminating on July 31, 2016, the Company will pay each Bond
Holder the balance of the cash flow of the Bonds subject to early
redemption (principal and interest), discounted to the Date of Early
Redemption at the Government Bond Yield plus 2%, provided that the
resulting redemption payment shall not be lower than the sum of the par
value of the Bonds subject to early redemption multiplied by 1.01 and shall
not be higher than the par value of the Bonds which are about to undergo
early redemption where same is multiplied by 1.05. In addition, on the
date of early repayment, the Company will pay the interest which has
accrued in respect of the unpaid balance of the principal of the Bonds,
from the last interest payment and up to the date of actual early
redemption.
	 
	 	5.1.2.3	 	If any early redemption as aforesaid is made in the period commencing
August 1, 2016, the Company will pay each Bond Holder the balance of the
cash flow of the Bonds Subject to early redemption (principal and
interest), discounted to the Date of Early Redemption at the Government
Bond Yield 3%, provided that the resulting redemption payment shall not be
lower than the par value of the Bonds subject to early redemption and shall
not be higher than the par value of the Bonds which are about to undergo
early redemption where same is multiplied by 1.02. In addition, on the
date of early redemption, the Company will pay the interest which has
accrued in respect of the unpaid balance of the principal of the Bonds,
from the last interest payment and up to the date of actual early
redemption.






	 	 	 	“Government Bond Yield” for purposes of this clause means the yield on bonds
issued by the US Government having a time to maturity similar to the Bonds,
which is known on the date of actual early redemption.
	 
	 	 	 	Capitalization of the Bonds as stated in Clauses 5.1.2.1 — 5.1.2.3 above shall
be calculated commencing from the date of actual early redemption until August
1, 2017.
	 
	 	5.1.3	 	On the Date of Early Redemption, the future payment for repayment of
the principal shall be reduced accordingly and in the event of full repayment of
the Bond, the Bonds shall lapse and be of no force and effect.






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	 	5.1.4	 	Partial early redemption, if same is made, shall be effected at the same
percentage for all the Bond Holders. Payments which have been made in the scope
of such partial redemption, shall be deemed to have been made firstly on account
of payments of arrears interest and thereafter on account of payment of interest
and thereafter on account of payment of the principal.
	 
	 	5.1.5	 	Where notice regarding early redemption has been given as aforesaid,
subject to the Trustee’s request, the CFO of the Company, or the Company’s
controller or the Company’s secretary or the Company’s auditor, shall send the
Trustee a calculation, in accordance with the Trustee’s demand, of the amounts
which the Company will pay to the Bond Holders in respect of the early redemption.
The Date of Early Redemption shall not fall in a period between the effective
date for payment of interest and the actual date of payment thereof.






	6.	 	Immediate repayment 






	 	6.1	 	Upon the occurrence of one or more of the events set forth in this section 6.1
and subject to and in accordance with the provisions hereof, the Trustee may, and it
shall if directed to do so in accordance with a special resolution (passed by a
majority of 75% of the persons present and voting at a lawful meeting of Bond Holders,
hereinafter: “Special Resolution”), declare the unpaid balance of the bonds immediately
due and payable in all or in part:






	 	6.1.1	 	The Company fails to pay any amount which may be due from it in
connection with the Bonds, within 15 business days after the due date for payment
of any such amount.
	 
	 	6.1.2	 	The Company ceases, and/or gives notice of its intention to cease,
its payments to the Bond Holders in accordance with the terms and conditions of
this Deed of Trust.
	 
	 	6.1.3	 	The Company ceases to continue to engage in and/or to conduct its
main business, as it may be from time to time and/or gives notice of its intention
to cease engaging in its main business, as it may be from time to time and/or to
conduct and manage it.
	 
	 	6.1.4	 	If the Company breaches any of the material terms and conditions of
the Bonds and the Deed of Trust, including if Company’s representations in the
Bonds or in the Deed of Trust are materially incorrect and/or are materially
incomplete, provided that the Trustee has given the Company notice to rectify the
breach and the Company has not cured such breach within 14 business days from the
date the notice was given.
	 
	 	6.1.5	 	The Company’s main activities cease to be in the energy industry.




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	 	6.1.6	 	Holders of liens over a material asset of the Company exercise their
remedies and enforce such liens.
	 
	 	6.1.7	 	The occurrence of any event which materially prejudices the rights
of the Bond Holders, or if there is a genuine risk of material prejudice.
	 
	 	6.1.8	 	Any indebtedness of the Company other than the Bonds, in excess of
50 million dollars, is declared immediately due and payable, and such acceleration
has not been rescinded or withdrawn within 14 business days.
	 
	 	 	 	“Financial debt” for purposes of this clause shall have the meaning provided in
Clause 3.3 above, but excluding indebtedness of a project company held by the
Company where such indebtedness is on a limited recourse or non-recourse basis.






	 	6.1.9	 	A change of Control of the Company, as such term is defined in the
Securities Law, shall have occurred without the approval of the Bond Holders.
	 
	 	6.1.10	 	The Company is acquired by way of a merger, without prior approval thereof by
the Bond Holders, unless the Company or the acquiring company has delivered a
notice to the Bond holders, at least ten business days before consummation of the
merger, that is not reasonably likely that as a consequence of the merger the
acquiring company will fail to fulfill the obligations to the Bond holders.
	 
	 	6.1.11	 	A permanent and final liquidation order has been granted with respect to the
Company by a court of competent jurisdiction.
	 
	 	6.1.12	 	A provisional liquidation order has been granted by a court or a valid
resolution has been passed for the winding-up of the Company (other than
winding-up for purposes of merging with another company), and such order or
resolution has not been set aside within 45 business days from the date on which
the order was granted or the resolution was passed, as the case may be.
	 
	 	6.1.13	 	Execution proceedings have been taken against a material asset of the Company
and such proceedings have not been set aside within 45 business days from the date
on which such action was performed.
	 
	 	6.1.14	 	A provisional or permanent receiver has been appointed for the Company and/or
for a material asset of such Company, and the appointment has not been set aside
within 45 business days.
	 
	 	6.1.15	 	The Company fails to publish its financial statements within 60 days from the
last date specified by law for a reporting issuer such as the company, taking into
account any extensions that the company allowed to file for, or that have been
granted by a competent authority.




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	 	6.1.16	 	The Company has breached its obligation under Clause 3.2, or Clause 3.4 or
Clause 3.5 above
	 
	 	6.1.17	 	If the Company has not complied with the financial ratio mentioned in Clause 3.3
above, at the end of one year from the date on which the Relevant Statement, as
defined in Clause 3.3 above, was published.
	 
	 	6.1.18	 	The financial ratio mentioned in Clause 3.3 above was higher than eight (8)
according to the Company’s annual or quarterly statements.
	 
	 	6.1.19	 	If an order is given freezing proceedings against the Company, or an application
is submitted by the Company to make an arrangement with its creditors, in
accordance with the legal provisions which apply to it, except for the purpose of
merging and/or a reorganization which do not affect its ability to repay the
Bonds.
	 
	 	6.1.20	 	The Company sold most of its assets (including subsidiary companies).
	 
	 	6.1.21	 	A lien is imposed on a significant Company asset and the lien is not removed
within 60 days from the date of imposition, except for a lien which does not
damage the Company’s ordinary course of business.






	 	 	 	“Material asset” for purposes of this Clause 6.1 means an asset whose value of as
reflected on the Company’s audited annual consolidated financial reports is equal to
(1) 10.01% or more of its shareholders equity; or (2) 5% or more of its total assets,
but excluding assets financed on a non-recourse basis (that is to say, the financing
is against the assets alone without a right of recourse against the Company) or on a
limited recourse basis (that is to say, the financing is against the asset only, with a
partial right of recourse against the Company upon the fulfillment of certain
conditions).
	 
	 	 	 	The Trustee shall notify the Bond Holders promptly upon becoming aware of the
occurrence of an event of default which constitutes grounds for accelerating the Bonds.






	 	6.2	 	Without derogating from the contents of Clause 6.1 above, the Trustee shall
convene a meeting of the Bond Holders, to decide on acceleration of the Bonds, at
request of any Bond Holder who holds 10% or more of the Principal of the Bonds, who
believes that there is a genuine risk of material prejudice to the rights of the Bond
Holders, including the occurrence of one of the events mentioned in Clauses 6.1.2 and
6.1.3 above.
	 
	 	6.3	 	Notwithstanding the foregoing, the Trustee shall not accelerate the Bonds,
including if a resolution as mentioned in Clause 6.1 above has been duly passed, unless
it has given the Company prior written notice of its intention to accelerate the Bonds,
and the Company has failed to comply with the warning notice within the period specified
for this purpose in this Deed of Trust, and if no period is so specified, then




12









 






	 	 	 	within 14 business days from receipt of the warning notice. Any such warning notice
shall require the Company to cure the event of default giving rise to the warning
notice.






	 	 	 	Notwithstanding the foregoing, the Trustee may shorten the cure period as mentioned at
clause 6.1 above, or refrain from giving a warning notice if the Trustee is of the
opinion that delay of the acceleration of the Bonds will endanger the rights of the
Bond Holders, in order to prevent the risk to the rights of the Bond Holders, provided
that it delivers a written notice to that effect to the Company concurrent with an
acceleration of the Bonds.






	7.	 	Purchase of Bonds 






	 	7.1	 	The Company, any subsidiary of the Company and/or any company under the control
of the Company and/or the controlling shareholders in the Company and/or a company under
the control of the controlling shareholders in the Company, may buy and/or sell Bonds
which were issued by the Company in the Private Placement, at such price and on such
conditions as they see fit in their sole discretion (without any obligation to make any
tender offer or general solicitation to Bond Holders). Bonds which are held by the
Company and/or any subsidiary of the Company and/or any company under the control of the
Company and/or the controlling shareholders in the Company and/or a company under the
control of the controlling shareholders in the Company, will be deemed to be an asset of
theirs, but will not confer on their holders voting rights at a general meeting of the
Bond Holders and will not be taken into account for purposes of determining whether a
quorum is present at an original meeting of Bond Holders (but will be taken into account
for purposes of determining whether a quorum is present at any postponed meeting).
	 
	 	 	 	In the case of a buying and/or selling of Bonds as mentioned in this Clause 7.1, the
Company shall give notice to that effect to the Trustee immediately it becomes aware of
the fact.
	 
	 	7.2	 	Bonds owned by the Company and/or which have been purchased by it and/or which
are owned by a subsidiary of the Company and/or a company under the control of the
Company and/or the controlling shareholders in the Company and/or a company controlled
by the controlling shareholders in the Company, may not be transferred or sold by the
Company and/or an affiliated company unless: (1) they are registered in accordance with
the provisions of the Securities Act; or (2) they are sold subject to an exemption from
the registration requirement specified under the Securities Act.






	8.	 	Additional issuances






	 	8.1	 	The Company shall be entitled to issue additional bonds of the same series
pursuant to this Deed of Trust and/or additional bonds of other series, having identical
or similar terms and conditions to the terms and conditions of the Bonds, without the
consent of the Trustee and/or the Bond Holders, whether by way of a public offering




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	 	 	 	or otherwise. The Trustee’s remuneration will be revised by agreement between the
Trustee and the Company.






	 	8.2	 	The Company shall be entitled to issue those additional bonds under the terms and
conditions applicable to this Private Placement, and at a different offered discount
rate (higher or lower) to the offered discount rate of the Bonds that are in circulation
for the time being. For the avoidance of doubt, it is hereby clarified that an issue of
additional bonds of the same series shall be made in the framework of the Deed of Trust,
and the provisions of the Deed of Trust shall apply to such additional bonds.
	 
	 	8.3	 	In addition, and without derogating from the foregoing, the Company reserves the
right to issue additional series of bonds and/or convertible bonds and/or warrants to
the public or by way of private placement, at any time, — whether or not any such
securities confer a right of conversion into shares of the Company, either as a series
of bonds or as one bond, and on such terms and conditions as to redemption, interest,
linkage, and other conditions as the Company shall see fit, and whether any such
securities rank preferentially to the Bonds, or equal or inferior thereto, all subject
to the provisions of Clause 3.4 above.
	 
	 	8.4	 	For the avoidance of doubt, no issue of bonds pursuant to this Deed of Trust
shall prevent and/or restrict the Company from incurring additional indebtedness, under
terms and conditions that are similar, equivalent to, more favorable or less favorable
than, the terms and conditions of the Bonds pursuant to this Deed of Trust, all subject
to the provisions of Clause 3.4 above.
	 
	 	8.5	 	The Company shall notify the Trustee, prior to issuing any bonds in accordance
with clause 8.1 to 8.3, and shall delivered to the Trustee a copy any filing or report
it may make or issue in connection therewith, including in regard to its intention to
issue such Bonds.
	 
	 	8.6	 	It is hereby clarified that nothing contained in Clauses 8.1 — 8.4 above, will
detract from the rights of the Trustee or the Bond Holders to act against the company’s
issuance of additional bonds under such Clauses, to the extent such issuances might
materially adversely affect the Company’s ability to meet its obligations to the bond
holders or detract from any rights of the Trustee and the Bond holders under the Deed of
Trust.
	 
	 	8.7	 	Notwithstanding the aforesaid, except in relation to liens permitted as
specified in Clause 3.4 above, the Company undertakes that it will not take on
obligations towards lenders or other financing bodies, which will give them higher
priority in repayments than Bond Holders.






	9.	 	Claims and proceedings by the Trustee 






	 	9.1	 	Without derogating from any provision of this Deed of Trust, the Trustee shall be
entitled, in its discretion, and without giving additional notice to the Company, to
take all such legal proceedings as it sees fit and subject to any law including prior to






14











 






	 	 	 	acceleration of the Bonds, for purposes of protecting and exercising the rights of the
Bond Holders, and to enforce performance of any other obligation of the Company pursuant
to the Deed of Trust. Subject to the provisions set forth below, the Trustee shall be
required to do so pursuant to a demand contained in a special resolution of the Bond
Holders. The Trustee will be entitled to commence legal and/or other proceedings even if
the Bonds have not been made immediately due and payable, for purposes of protecting the
rights of the Bond Holders, and subject to any law. Notwithstanding the provision of
this clause, the right to accelerate the Bonds shall arise only in accordance with the
provisions of Clause 6 above and not pursuant to this Clause 9.
	 
	 	9.2	 	The Trustee shall be entitled to waive the fulfillment of any obligations of the
Company, in whole or in part, provided that the waiver has been approved by a special
resolution passed at a general meeting of the Bond Holders.
	 
	 	9.3	 	The Trustee may, in its sole discretion and without the notice to the Company,
apply to a court of competent jurisdiction with an application to receive instructions
on any matter connected with and/or pertaining to this Deed of Trust. It is clarified
that the Trustee shall not delay the performance of an act for purposes of applying to
court where such delay is likely to be prejudicial to the Bond Holders.
	 
	 	9.4	 	Subject to the provisions of this Deed of Trust, the Trustee may, but shall not
be required, to convene a general meeting of Bond Holders at any time in order to
discuss and/or receive instructions on any matter pertaining to the Deed of Trust, and
may reconvene such meeting provided that this is done promptly, and the Trustee shall
not delay taking action where such delay is likely to be prejudicial to the Bond
Holders.
	 
	 	9.5	 	The Trustee may, in its sole discretion, delay the performance of any act by it
pursuant to the Deed of Trust, for purposes of referring to a meeting of Bond Holders
and/or to the court until it receives instructions from a meeting of the bond holders
and/or instructions from the court as to how to act. Notwithstanding the foregoing, the
Trustee is not entitled to delay proceedings for making the Bonds immediately due and
payable on which a meeting of the Bond Holders has decided, and also in a case where the
procrastination is likely to be prejudicial to the bond holders.
	 
	 	9.6	 	For the avoidance of any doubt it is clarified that nothing in the provisions set
forth above shall affect and/or derogate from the Trustee’s right, which is hereby
conferred on it, to refer to judicial instances, in its sole discretion, even before the
Bonds have been made immediately due and payable, for purposes of the grant of any order
relating to the affairs of the trust.






	10.	 	Trust over receipts resulting from proceedings against the Company
	 
	 	 	All the receipts that are received by the Trustee as a result of proceedings it has taken, if
it takes such proceedings, against the Company, shall be held by it in trust and shall be
applied by it for the following purposes and according to the following order of priority:




15









 












	 	 	initially — for payment of the Trustee’s remuneration and the expenses, payments, levies and
obligations that have been incurred by the Trustee, imposed on it or incurred in the course
of or as a consequence of acts for performing the trust or otherwise in connection with the
terms and conditions of the Deed of Trust (provided that the Trustee shall not receive its
remuneration both from the Company and from the Bond Holders). The balance shall serve,
unless otherwise decided by a special resolution of a meeting of the bond holders, for the
following purposes according to the order of priority specified below: firstly — in order to
pay the Bond Holders, if they are entitled thereto, the penalty interest referred to in
Clause 2.7 above, pari passu and pro rata to the amount due to each of them, without
preference or a prior right with respect to any of them; secondly — in order to pay the Bond
Holders the interest payments that are due to them pursuant to the conditions of the Bonds,
pari passu and pro rata to the amount of interest that is in arrears which is due to each of
them, without any preference or prior right with respect to any of them; thirdly — in order
to pay the Bond Holders the amounts of principal that are due to them under the Bonds held by
them, pari passu, whether or not the time for discharge of the amounts of principal has
arrived, and pro rata to the amounts that are due to them, without any preference regarding
precedence in time of the issue of the Bonds by the Company or otherwise, and the surplus, if
any remains, shall be paid by the Trustee to the Company or to its successors-in-title. Tax
at source shall be deducted from such payments to the Bond Holders, to the extent that there
is an obligation according to any law to deduct it. Payment by the Trustee of the amounts to
the Bond Holders is subject to the rights of other creditors of the Company ranking prior to
or equal to the rights of the Bond Holders according to law, if any, in accordance with the
provisions of the law.
	 
	11.	 	Authority to withhold distribution of money
	 
	 	 	Notwithstanding the contents of Clause 10 above, if the monetary amount received as a result
of the taking of the aforesaid proceedings which is available for distribution at any time,
as stated in Clause 10 above, is less than 5% of the unpaid balance of the principal of the
Bonds and the interest, the Trustee shall not be required to distribute such amount and it
may invest such amount, in whole or in part, in investments which are permitted pursuant to
this Deed of Trust, and may replace such investments from time to time with other permitted
investments, as it sees fit.
	 
	 	 	“Permitted investments” — the provisions below shall apply to any amount that is received by
the Trustee in the scope of its trust pursuant to the conditions of the Deed of Trust and
which it is required to invest:
	 
	 	 	If investments that are permitted to a trustee have been prescribed under the laws of the
State of Israel, the Trustee shall invest any such amounts, as it sees fit, in accordance
with the provisions of the law. If no legal provisions are applicable, the Trustee shall
invest in dollar-linked deposits or in bonds issued by the US Government or in bonds that are
guaranteed by the US Government or bonds issued in the USA and which are rated AA and higher.
	 
	 	 	At the time of the first payment of principal and/or interest to the Bond Holders, which is
paid after receipt by the Trustee of the aforesaid amount, or prior thereto, when the




16









 












	 	 	abovementioned investments, together with the additional moneys that may be received by the
Trustee for the said purpose, reach an amount which will be sufficient in order to pay at
least five percent (5%) of the unpaid balance of the principal of the Bonds and the interest,
the Trustee shall make payment thereof to the Bond Holders in the manner stated in Clause 10
above.
	 
	 	 	Notwithstanding the foregoing in this clause, if the Trustee receives a demand from Bond
Holders who hold at least 5% of the unpaid balance of the principal of the Bonds to do so,
the Trustee shall distribute the amounts that have been received by it as a result of the
taking of proceedings as aforesaid, even if they have not reached 5% of the unpaid balance of
the principal of the Bonds and the interest.
	 
	12.	 	Failure to make payment for reason not dependent on the Company 






	 	12.1	 	Any amount that is due to a Bond Holder which is not actually paid for a reason
that is not dependent on the Company, in circumstances where the Company was prepared to
make payment thereof, shall cease to bear interest from the date specified for the
payment thereof, and the Bond Holder shall 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, or the interest, provided that such amount has been deposited with the
Trustee as stated in Clause 12.2 below. Notwithstanding the foregoing, to the extent
funds for such payment, remain in the Company account, it will transfer the payment to
the Bond holder (or the Trustee as stated in Clause 12.2 below) with the addition of any
earnings actually accrued in such funds, after deduction of the applicable tax.
	 
	 	12.2	 	The Company shall, within 14 days from the date specified for payment, deposit
with the Trustee the amount of the payment that was not paid for a reason that is not
dependent on the Company, and shall give written notice, according to the addresses in
its possession to the bond holders, about such deposit, and such deposit shall be deemed
to be a discharge of such payment, and in the case of a discharge of all amounts that
are due in respect of the Bonds, shall also be deemed to be a final redemption of the
Bond.
	 
	 	12.3	 	The Trustee shall invest any amount that has been deposited in its name and to
its order in permitted investments as defined above, as the Trustee shall see fit and
subject to the provisions of any law. Where the Trustee has done so, it will not be
liable to the Bond Holders who are entitled thereto in respect of such amounts, except
for the proceeds that will be received from the realization of such investments, less
the expenses associated therewith and with the, management and conduct of trust
accounts, and shall pay such proceeds to the Bond Holders who are entitled thereto
against presentation of such proof as may be demanded by the Trustee to its full
satisfaction and less any compulsory payments (hereinafter:
“Investment of Money”).
	 
	 	12.4	 	The Trustee shall transfer to each Bond Holder for whom moneys were deposited as
aforesaid with the Trustee those moneys that are due to him from the realization of




17









 












	 	 	 	such investments, less all the expenses and the compulsory payments that are imposed on
the aforesaid trust account, and shall do so against presentation of such proof as may
be demanded by the Trustee to its full satisfaction.
	 
	 	12.5	 	The Trustee shall hold such moneys and shall invest same in the manner aforesaid,
until the end of one year from the date of final repayment of the Bonds or up to the
date of payment thereof to the bond holders, whichever is the earlier. After that date,
the Trustee shall transfer such amounts to the Company, with instructions for the
Investments of the Money as aforesaid, including gains arising from the investment
thereof, and less its expenses and other expenses that were incurred in accordance with
the provisions of the Deed of Trust (such as the remuneration to service providers,
etc.), to the extent that moneys remain in the Trustee’s possession at such time. The
Company shall hold the abovementioned amounts in trust for an additional period of one
year from the date of transfer thereof to it by the Trustee, for and on behalf of the
bond holders who are entitled to such amounts, and the provisions regarding the
investment of money as set forth above shall apply, mutatis mutandis, in relation to
such amounts. Upon the transfer of the money from the Trustee to the Company, to the
Trustee’s satisfaction, the Trustee will be released from payment of such amounts to the
entitled bond holders. The Company shall confirm in writing to the Trustee the holding
of the amounts and the fact of same having been received in trust for the aforesaid bond
holders, and it shall indemnify the Trustee in respect of any claim and/or expense
and/or damage of any sort that may be incurred by the Trustee as a consequence and in
respect of the transfer of such money, unless the Trustee acted negligently. The
Company shall hold such money in trust for the bond holders who are entitled to such
amounts for a period of one additional year from the date of transfer thereof to it from
the Trustee. Moneys that are not demanded from the Company by a bond holder at the end
of two years from the date of final repayment of the Bonds, will be transferred to the
Company, and it will be entitled to use the moneys which remain for any purpose. The
foregoing shall not derogate from the Company’s obligation to the bond holders to pay
them the moneys to which they are entitled as aforesaid according to any law.






	13.	 	Receipts as proof






	 	13.1	 	Without derogating from any other condition contained in the Bonds, a receipt
signed by any holder of Bonds may constitute proof of the full discharge of every
payment that was made by the Company in respect of such Bond.
	 
	 	13.2	 	A receipt from a Bond Holder in respect of the amounts of principal and interest
that were paid to him by the Trustee in respect of the Bond shall constitute an absolute
release for the Trustee in respect of the payment of the amounts mentioned in the
receipt.
	 
	 	13.3	 	Subject to the contents of Clause 12 above, a receipt from the Trustee regarding
the deposit of amounts of principal and interest with it to the credit of the Bond
Holders as aforesaid, shall be deemed to be a receipt from a Bond Holder for the
abovementioned purpose.










18









 












	14.	 	The Company’s obligations to the bond holders and the Trustee and the Company’s reports
to the Trustee 
	 
	 	 	The Company hereby undertakes to the Bond Holders and the Trustee, that following the
consummation of the Private Placement and subject thereto, and so long as the Bonds
(including interest thereon) remain unpaid, it will :






	 	14.1	 	Make payment on the due date of all the amounts of principal and interest that
are payable pursuant to the conditions of the Bonds, and comply with all the remaining
conditions and obligations which are imposed on it according to the conditions of the
Bonds and pursuant to this Deed of Trust.
	 
	 	14.2	 	Continue to conduct its business in a regular and proper manner.
	 
	 	14.3	 	Deliver to the Trustee, after publication thereof to the public, at the times
specified for the publication thereof according to law, a printed copy of the audited
consolidated annual financial statements and the reviewed consolidated interim financial
statements of the Company, in the format required under applicable law. If the Company
is no longer obliged to publish financial statements for the public under applicable
law, it shall deliver same to the Trustee and to the Bond Holders at the times specified
in this regard for reporting corporations in Israel.
	 
	 	14.4	 	Deliver notices to the Trustee regarding the purchase of bonds by the Company or
a company under its control, as mentioned in Clause 7 above.
	 
	 	14.5	 	Not later than two business days from the date of publication of the quarterly or
annual financial statements, and as long as the Deed of Trust is in force, the Company
shall furnish the Trustee with a certificate signed by the Company’s CFO to the effect
that, to the best of his knowledge, there has been no breach of the Deed of Trust by the
Company (including a breach of the conditions of the Bonds) which was not cured
notwithstanding a warning notice having been given to the Company in relation thereto,
unless otherwise expressly stated.
	 
	 	14.6	 	Deliver to the Trustee a copy of the notices to the public which the Company is
obliged to give according to applicable law, and of the notices and notices of meetings
the Company may give to the Bond Holders in its own name or on behalf of the Trustee.
Registering of the Trustee as the address for receiving notices to the public, which the
Company publishes by way of e-mail, will constitute delivery of the reports to the
Trustee in accordance with this clause. If the Company is no longer obliged to publish
notices to the public under applicable law, it shall deliver reports to the Trustee and
to the Bond Holders in regard to material events concerning the Company.
	 
	 	14.7	 	Give, and cause its auditor to give, within a reasonable time, to the Trustee
and/or anyone who may be appointed in writing by the Trustee for this purpose, any
explanation, document, calculation or information pertaining to the Company, its






19











 






	 	 	 	business and/or its assets, which are reasonably required, in the Trustee’s discretion,
for the examinations that are carried out by the Trustee to protect the Bond Holders.
	 
	 	14.8	 	Keep and maintain proper books of account in accordance with accepted accounting
principles. To keep the books and the documents which serve as vouchers and authorities
for them (including deeds of pledge, mortgage, accounts and receipts), and to enable the
Trustee and/or anyone the Trustee may appoint in writing for this purpose, to inspect
any such book and/or document and/or certificate, at any reasonable time.
	 
	 	14.9	 	The Trustee undertakes, by its signing the Deed of Trust, to keep all information
given as aforesaid absolutely confidential. It is clarified that the transfer of
information to the Bond Holders for purposes of the passing of a resolution that relates
to their rights under the Bond, or for purposes of giving a report on the Company’s
condition and/or pursuant to a requirement according to law, does not constitute a
breach of the aforesaid confidentiality undertaking.
	 
	 	14.10	 	Allow the Trustee and/or anyone the Trustee may appoint in writing for this
purpose, provided that the identity of such person is acceptable to the Company, who
will sign on the Deed of Undertaking to protect confidentiality which will be drafted by
the Company, to enter its offices, after prior arrangement, as well as any other place
at which its assets may be located, at any reasonable time, in order to inspect and
examine its assets, according to the Trustee’s discretion, for the protection of the
Bond Holders.
	 
	 	14.11	 	Notify the Trustee, immediately it becomes aware of the fact, about any event in
which an attachment has been imposed on its material assets as same are defined in
Clause 6.1.6 above, in whole or in part, and about any case in which a receiver has been
appointed in respect of its material assets, in whole or in part, and about any
situation in which a special manager or liquidator has been appointed for the Company,
and it shall immediately and at its expense take all the reasonable steps required for
the removal of such attachment or the setting aside of the receivership.
	 
	 	14.12	 	Invite the Trustee to all its general meetings (whether annual general meetings
or special general meetings of the shareholders of the Company), and to allow the
Trustee to join them, without conferring on the Trustee a right to vote at such
meetings.
	 
	 	14.13	 	Upon the Trustee’s written demand to deliver a written certificate to the
Trustee, signed by the Company’s auditor, stating that all the payments to the Bond
Holders were paid on due date, and the amount of the par value balance of Bonds in
circulation.
	 
	 	14.14	 	Notify the Trustee, immediately and in writing, of the existence of a fear that
the Company will cease payments of the Bonds and/or will cease to conduct its overall
businesses and/or will in the future cease to conduct its overall businesses, as same





20









 











	 	 	 	apply from time to time and/or the existence of a material fear that it will cease to
manage and conduct its overall businesses as same apply from time to time.
	 
	 	14.15	 	Notify the Trustee immediately and in writing of any real fear the Company might
have that all or any of the events enumerated in Clause 6 above are likely to occur and
also about the occurrence of all or any of the events mentioned in Clause 6 above.
	 
	 	14.16	 	Upon the Trustee’s request, to furnish the Trustee with any additional
information that may be required for purposes of fulfilling the Trustee’s function, in
order to protect the rights of the Bond Holders.






	15.	 	Additional obligations 






	 	 	In the event that the Bonds are accelerated, as stated in Clause 6 above, the Company shall,
from time to time and at any time it is called upon to do so by the Trustee, perform all the
reasonable acts in order to facilitate the exercise of all the powers and authorities vested
in the Trustee, including the following actions:






	 	15.1	 	It shall make the declarations and/or shall sign all the documents and/or shall
perform and/or cause the performance of all the necessary and/or requisite acts in
accordance with the provisions of any law, for giving force and effect to the exercise
of the powers, authorities and permissions of the Trustee and/or its representatives.
	 
	 	15.2	 	It shall give all the notices, orders and instructions which the Trustee may deem
to be expedient and may demand.






	 	 	For purposes of this clause — a notice in writing signed by the Trustee confirming that an
act demanded by it, in the scope of its powers and authorities, is a reasonable act, shall
serve as prima facie proof of such fact.






	16.	 	Representatives 






	 	16.1	 	The Company hereby irrevocably appoints the Trustee as its representative to
execute and perform in its name and stead all the acts it is obliged to perform
according to the terms and conditions contained in this Deed, and generally to act in
its name in relation to acts which the Company is obliged to perform under this Deed,
and which it has not performed, or to implement some of the powers and authorities
vested in it, and to appoint any other person the Trustee may deem fit for performing
its duties pursuant to this Deed of Trust, subject to the condition that the Company has
not performed the acts which it is obliged to perform under the conditions of this Deed
within a reasonable period of time as fixed by the Trustee from the date of the
Trustee’s written demand, provided that the Trustee has acted reasonably.
	 
	 	16.2	 	The appointment pursuant to Clause 16.1 above does not oblige the Trustee to
perform any act and the Company hereby releases the Trustee in advance in the event




21









 












	 	 	 	that the Trustee does not perform any act and/or does not timely perform an act
timeously and/or in the correct manner, on the strength of the aforesaid power of
attorney. In addition the Company hereby waives in advance any claim against the
Trustee and/or its agents in respect of any damage that has been incurred and/or is
likely to be incurred by it, directly and/or indirectly, by virtue of acts and/or
omissions of the Trustee as mentioned in this clause.






	17.	 	Other agreements






	 	 	Subject to the provisions of the law and the restrictions imposed by law on the Trustee, the
fulfillment of the function of the Trustee pursuant to this Deed of Trust, or by virtue of
its status as a trustee, will not prevent it from entering into transactions with the Company
in the ordinary course of its business, provided that this does not constitute a conflict of
interest with its function as a trustee pursuant to this Deed.






	18.	 	Reporting by the Trustee 






	 	 	Commencing from the date of the Private Placement, the Trustee shall, by not later than the
end of the second quarter of each calendar year, draw up and deliver to the Bond Holders, an
annual report regarding the affairs of the trust in relation to the Bonds (hereinafter: “the
Annual Report”), which shall contain the following subjects:






	 	a.	 	Particulars about the course of the trust’s affairs in the preceding year.
	 
	 	b.	 	A report on exceptional events connected with the trust that occurred during the
course of the preceding year.






	 	 	The holders are entitled to inspect the Annual Report at the Trustee’s offices during normal
working hours and will be entitled to receive a copy of the report upon request.
	 
	 	 	Where the Trustee has learned of a material breach by the Company of the Deed of Trust, it
shall notify the holders about the breach and about the steps it has taken to prevent such
breach or for the fulfillment of the Company’s obligations, as the case may be.
	 
	 	 	The Trustee shall send the Bond Holders a notice about any exceptional event that is likely
to have an impact on the rights of the Bond Holders, and shall do so shortly after it has
become aware of the fact.
	 
	 	 	The Trustee shall furnish the Bond Holders with any report which the Company has given to him
which the Company is obliged to give in the scope of the reporting duties imposed on it
pursuant to the Deed of Trust, including pursuant to Clause 14 above, within two business
days, unless some other time is provided by the provisions of this Deed The report by the
Trustee as aforesaid shall be carried out in accordance with the most recent register of
Bond holders given to him by the Company.
	 
	19.	 	Trustee’s remuneration 




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	 	 	The Company shall pay the Trustee a fee for its services, in accordance with this Deed of
Trust, as described below:






	 	19.1	 	In respect of its services as a trustee in the first twelve months of its holding
office, a sum of NIS 27,500 which shall be paid immediately after completion of the
Private Placement.
	 
	 	19.2	 	Commencing from the second year, the Trustee will be paid an annual fee in a sum
of NIS 22,500 in respect of each year in which it serves as trustee for the unpaid
balance of the Bonds. The aforesaid amount will be paid at the beginning of each year
of the trust in respect of the forthcoming trust year. Notwithstanding the contents of
Clause 19.9 below, in the event that the Trustee’s term of office should come to an end
during the course of a trust year, the Trustee will be paid its fee for a full year in
which it served as trustee for the Bond Holders.
	 
	 	19.3	 	In respect of each shareholders meeting in which the Trustee participates, the
Trustee will be entitled to a fee of NIS 750.
	 
	 	19.4	 	The Trustee will be entitled to a fee in a sum of NIS 500 for each hour of work,
in respect of special actions that may be taken by it in the ordinary course of business
in the framework of its serving as trustee, including acts which the Trustee may take in
respect of a breach by the Company of the Deed of Trust, the convening of meetings of
bond holders or in respect of actions for making the Bonds immediately due and payable,
and/or in respect of special actions the Trustee may be required to perform, if
required, for purposes of fulfilling its functions in accordance with this Deed of Trust
(inter alia, without limitation, distribution of money that has been deposited with the
Trustee for the Bond Holders, actions connected with the registration or cancellation of
collateral in a register maintained according to law, actions connected with the
examining, enforcement and so forth of special obligations on the part of the Company
pursuant to the Deed of Trust, including examinations of the conditions of collateral
and of obligations).
	 
	 	19.5	 	The amounts mentioned in Clauses 19.2-19.4 shall be linked to the Consumer Price
Index, where the base index is the index in respect of the month of May 2010 which was
published on June 15, 2010.
	 
	 	19.6	 	The Trustee will be entitled to reimbursement of reasonable expenses incurred by
it as a result of its holding office as trustee for the Bond Holders.
	 
	 	19.7	 	If there should be any changes in the provisions of the law pursuant to which the
Trustee is required to perform additional actions and/or examinations and/or preparation
of reports, the Company undertakes to bear the reasonable expenses that will be incurred
by the Trustee for such purpose.
	 
	 	19.8	 	V.A.T. as prescribed by law at the time of payment, if same applies, shall be
added to all the payments specified above in this clause.




23









 












	 	19.9	 	If the Trustee’s term of office comes to an end, as stated in Clause 27 below,
the Trustee will not be entitled to payment of remuneration commencing from the date his
term of office came to an end. However, until such time as the Trustee’s term of office
has expired, the Trustee will be entitled to receive a remuneration even if a receiver
is appointed for the Company, or if the Company is in liquidation proceedings.






	20.	 	Special powers






	 	20.1	 	The Trustee will be entitled to deposit all the deeds and the documents which
evidence, represent and/or stipulate its right in connection with any asset that is in
its possession for the time being, in a safe custody box and/or at another place it may
select, with any banker and/or any banking corporation and/or with an attorney. Where
the Trustee has done so, it will not be responsible for any loss that may be caused in
connection with such deposit, unless the Trustee acted maliciously or negligently or not
in good faith.
	 
	 	20.2	 	The Trustee may, in the scope of performing the affairs of the trust pursuant to
this Deed of Trust, act in accordance with the opinion and advice of any attorney,
accountant, real estate appraiser, valuer, surveyor, real estate agent or other expert,
whether such opinion and/or advice was prepared at the request of the Trustee and/or by
the Company and/or in other circumstances, and the Trustee will not be responsible for
any loss or damage that may be caused as a result of any act and/or omission performed
by it on the strength of such advice or opinion, unless the Trustee acted maliciously or
negligently or not in good faith.
	 
	 	20.3	 	Any such advice and/or opinion may be given, sent or received by way of letter,
telegram, facsimile and/or any other electronic means for the transmission of
information, and the Trustee will not be responsible in respect of acts it performed on
the strength of advice and/or an opinion or information transferred in one of the forms
mentioned above, even though errors occurred therein and/or same where not authentic,
unless the Trustee acted maliciously or negligently or not in good faith. The Trustee
shall furnish the holders, at their request, with a copy of any opinion it has received
as aforesaid.
	 
	 	20.4	 	The Trustee will not be obliged to notify any party about its signing this Deed
of Trust and it is not entitled to interfere in any way in the conduct and management of
the Company’s business or its affairs.
	 
	 	20.5	 	The Trustee shall faithfully exercise in the trust the powers, permissions and
authorities which are conferred on it pursuant to this Deed of Trust, in its absolute
discretion and without it being liable for any damage that may be caused as a result of
an error in such discretion, unless the Trustee acted maliciously or negligently or not
in good faith.






24











 






	 	20.6	 	The Trustee has the authority to decide on any question or doubt which may arise in
relation to any provision contained in this Deed and every decision of the Trustee in
such matter shall be binding on all the Bond Holders, without this derogating from any
argument the Company may have in connection with such matter or doubt.






	21.	 	Trustee’s power to engage agents
	 
	 	 	The Trustee will be entitled to appoint an agent/s who will act in its stead, whether an
attorney or other person, in order to perform or to participate in the performance of special
acts which require to be carried out in connection with the trust, and without derogating
from the generality of the foregoing, the taking of legal proceedings, provided that the
Trustee has given the Company written notice in regard to the appointment of such agent. The
Trustee will further be entitled to make payment at the Company’s expense of the reasonable
remuneration of any such agent, and the Company shall, upon the Trustee’s first demand,
immediately refund any such expense to the Trustee, on condition that the Trustee gave the
Company prior notice regarding the appointment of such agents, to the extent that this is
possible. The Company will be entitled to object to the appointment of a particular agent on
reasonable grounds, including in a case in which the agent is a competitor of the Company
and/or has a conflict of interest and/or is likely to have a conflict of interest with it,
whether directly or indirectly.
	 
	22.	 	Indemnification of the Trustee 
	 
	 	 	The Trustee will be entitled to indemnity from the Company, as the case may be, in respect of
any damage and/or loss, reasonable expenses it has incurred and/or may incur, in connection
with actions it has performed and/or which it is obliged to perform, by virtue of its duty
pursuant to the terms and conditions of the Deed of Trust and/or according to law and/or a
directive of any competent authority and/or any statute and/or at the request of the owners
of the Bonds, in the manner specified in the Deed of Trust, or according to a lawful demand
by the Company, provided that:






	 	a.	 	The Trustee did not act maliciously; and
	 
	 	b.	 	The Trustee acted in good faith and without negligence and such act was performed
in the scope of fulfilling his function, in accordance with the provisions of the law
and pursuant to the Deed of Trust; and






	 	 	Without prejudice to the rights to indemnity and compensation that are conferred on the
Trustee according to law, if there is no possibility of the Trustee receiving indemnity from
the Company as stated at the head of this clause, the Trustee and any receiver,
representative, manager, agent or other person who was appointed by the Trustee in accordance
with this Deed, shall be entitled to receive indemnity out of the moneys that will be
received by the Trustee as a consequence of proceedings it has taken or otherwise in
accordance with this Deed, in relation to the obligations they have assumed, in relation to
the remuneration and the expenses incurred due to performing the trust according to this Deed
or in connection with such acts, which in their opinion it was necessary to perform as
aforesaid, or in connection with the exercise of the powers and authorities conferred on 




25









 






	 	 	them
pursuant to this Deed, and in connection with all kinds of legal proceedings, opinions and
advice of attorneys and other experts, negotiations, discussions, expenses, claims and
demands relating to any law or anything that was done or was not done in any manner in
relation to the foregoing, and the Trustee may withhold moneys in its possession and make
payments out of such moneys of the amounts required for payment of the indemnity, provided
that it has not acted negligently.






	 	 	Whenever the Trustee is obliged according to the terms and conditions of the Deed of Trust
and/or according to law and/or pursuant to a directive of a competent authority and/or any
statute and/or at the request of the Bond Holders and/or according to the Company’s request,
to perform any action, including, without limitation, the instituting of proceedings or the
filing of claims on a demand by the owners of the Bonds, as stated in the Deed of Trust, the
Trustee may refrain from performing any such act until it has received a deed of indemnity to
its satisfaction from the owners of the Bonds or from any of them, and if the actions are
performed on the strength of a request by the Company, from the Company, in respect of any
liability or damage and/or expenses that may be incurred by the Trustee and the Company or
either of them, as a consequence of performing the aforesaid act. All this applies except in
circumstances in which urgent action is necessary, and the failure to perform it prior to
receiving a deed of indemnity as aforesaid will cause damage and/or loss to the Bond Holders.
	 
	 	 	If the Trustee takes any urgent action as aforesaid, whether it was obliged to take such
action according to the provisions of this Deed, or took such action in its discretion,
without having received a confirmation of its fees and the costs and expenses attendant upon
such actions, the taking of such actions shall not be deemed to be a waiver by the Trustee of
its right to indemnity for its remuneration and for such costs and expenses, from the Company
or from the Bond Holders, as the case may be.
	 
	 	 	The taking of any action by the Trustee, which is not an urgent action as aforesaid, without
his having been given an undertaking for indemnity in advance by the Company and/or from Bond
Holders, shall not establish a duty for the Trustee to take similar actions in the future,
without obtaining an undertaking for indemnity in advance from the Company and/or from the
Bond Holders.
	 
	 	 	Indemnity to the Trustee as described in this clause in respect of: (1) actions it has
performed and/or is required to perform by virtue of its obligation under the conditions of
the Deed of Trust or according to law and/or pursuant to a directive of a competent authority
and/or according to statute and/or for purposes of protecting the rights of the bond Holders
(including as a result of a demand by a Holder) — shall be borne and paid by the Company;
(2) actions it has performed and/or is required to perform on the Company’s demand — shall
be borne and paid by the Company; and (3) actions it has performed and/or is required to
perform on a demand by the Bond Holders (except actions that were taken as aforesaid on a
demand by the holders for purposes of protecting the rights of the Bond Holders) — shall be
borne and paid by the Bond Holders. If there is an obligation for indemnity on the Company as
aforesaid and the indemnity is not received from the Company within 60 days from the
Trustee’s demand — the Bond Holders will be liable for
indemnity to the Trustee. It is clarified that actual payment by the Bond Holders to the





26









 





	 	 	Trustee shall in no way derogate from the Company’s obligation to refund to the holders the
amount that was paid in circumstances in which the Company was obliged to make payment
thereof in accordance with the provisions of this Deed of Trust, and the Trustee shall take
steps to achieve the refund of such moneys from the Company to the Bond Holders.






	 	 	The Company’s obligation to indemnify the Trustee and/or the Bond Holders as stated in this
clause is subject to the condition that the Company receives prior notice from the Trustee,
within a reasonable time having regard to the circumstances, about any expense for which the
Company is likely to undertake an indemnity as aforesaid, and the Trustee shall not
compromise in respect of any claim and/or demand that may be instituted against it and which
could constitute grounds for indemnity (except for situations in which the Trustee took
urgent or immediate actions in which the notice to the Company was likely to damage the
rights of Bond Holders), until after it has received the Company’s prior written consent
thereto. In situations where the Company does not agree as aforesaid, the Trustee will
enable the Company to take its place and manage the proceedings of a trial or claim against
him.
	 
	23.	 	Notices to the Trustee and to the owners of Bonds 






	 	23.1	 	Any notice from the Company and/or the Trustee to the Bond Holders, as the case
may be, shall be given by sending a notice by registered mail to each registered holder
of Bonds, according to the last address of the Bond Holders recorded in the register (in
the case of joint holders — the joint holder whose name stands first in the register).
	 
	 	 	 	The Trustee is entitled to instruct the Company, and the Company shall be obliged, to
render a report in the manner described above in the name of the Trustee in a text as
shall be sent by the Trustee in writing to the Company.
	 
	 	 	 	Any notice that is sent as aforesaid shall be deemed to have been delivered to the Bond
Holder after three days from the time of its posting.
	 
	 	23.2	 	Any notice or demand by the Trustee to the Company and by the Company to the
Trustee, may be given by way of a letter sent by registered mail according to the
address mentioned in the Deed of Trust, or according to another address of which one
party has notified the other in writing, or by way of transmission by facsimile or via
messenger, and any such notice or demand will be deemed to have been received by the
recipient party as follows:






	       	   23.2.1	 	In the case of posting by registered mail — after three business days from the
date of its delivery for posting.
	 
	 	   23.2.2	 	In the case of transmission by facsimile (together with telephonic confirmation
regarding the receipt thereof) — after one business day from the date of its
transmission.




27









 






	 	   23.2.3	 	In the case of it being sent via a messenger — upon the delivery thereof by the
messenger to the addressee, or the offer thereof to the addressee, as the case may
be.






	 	23.3	 	Copies of notices and invitations to meetings that may be given by the Company
and/or the Trustee to the Bond Holders shall be sent by the Company to the Trustee, and
by the Trustee to the Company, as the case may be.






	24.	 	Waiver and compromise






	 	24.1	 	The Trustee may from time to time and at any time, where it has been persuaded
that this does not, in its opinion, constitute any prejudice to the rights of the Bond
Holders, waive any breach or non-fulfillment by the Company of any of the terms and
conditions of the Deed of Trust, provided that same do not relate to the conditions for
repayment of the Bonds and to the grounds for accelerating the Bonds.
	 
	 	24.2	 	The Trustee and the Company may, either before or after the principal of the
Bonds has been accelerated, amend the Deed of Trust, compromise in connection with any
rights or claim of the Bond Holders, and agree to any arrangement in connection with its
rights or the rights of the Bond Holders, including the waiver of any right or claim of
the Bond Holders against the Company in accordance with the Deed of Trust, if one of the
following conditions is met:






	 	   24.2.1	 	The Trustee is persuaded that the proposed change does not adversely affect the
Bond Holders, provided that the aforesaid amendment does not pertain to the dates
of payment in accordance with the terms and conditions of the Bonds, the rate of
interest, grounds for accelerating the Bonds and reports which the Company is
obliged to give to the Trustee.
	 
	 	   24.2.2	 	The holders of the Bonds have agreed to the proposed amendment by way of a
special resolution of a general meeting of Bond Holders, at which holders of at
least 50% of the unpaid balance of the principal of the Bonds were personally
present or represented by proxy, or at an adjourned meeting at which holders of at
least 10% of the aforesaid balance were personally present or represented by
proxy.






	 	24.3	 	Where the Trustee has compromised with the Company after having received prior
approval of the Bond Holders as aforesaid, the Trustee will be released from liability
in respect of such act, as was approved by the meeting. Nothing in the foregoing shall
release the Trustee from liability in respect of its acts up to the time of passing of a
resolution of a meeting of holders and/or in respect of its acts connected with the
implementation thereof.
	 
	 	24.4	 	In every case of the exercise by the Trustee of a right as set forth in this
Clause 24, the Trustee shall be entitled to demand from the Bond Holders that they
deliver the Bonds to it or to the Company, for purposes of recording a notation with
regard to




28









 






	 	 	 	any compromise, waiver, or amendment as aforesaid, and at the Trustee’s request, the
Company shall record such notation.






	 	24.5	 	In every case of the exercise of the Trustee’s right pursuant to this Clause 24,
the Trustee shall give notice of the fact, within a reasonable time, to the Bond
Holders.






	25.	 	Register of Bond Holders 






	 	25.1	 	The Company shall keep and maintain at its registered office a register of Bond
Holders, in which the names and addresses of the Bond Holders shall be recorded,
together with the number of Bonds, and the par value of the Bonds that are registered in
their names.
	 
	 	 	 	All transfers of ownership of Bonds shall also be registered in the register in
accordance with the provisions of the Deed of Trust. The Trustee and any Bond Holder
may, at any reasonable time, inspect the aforesaid register. The Company is entitled
to close the register from time to time for a period or for periods which shall not in
aggregate exceed 30 days in a year.
	 
	 	25.2	 	The Company will not be obliged to register any notice in the register of Bond
Holders in regard to an express, implied or tacit trust, or a pledge or charge of any
sort or any right in equity, claim or set-off or any other right in connection with the
Bonds. The Company will only recognize the title of a person in whose name the Bonds
have been registered, provided that his lawful heirs, executors or administrators of the
registered holder and any person who may be entitled to the Bonds as a consequence of
the winding-up of the holder, will be entitled to be registered as holders thereof after
having provided adequate proof to the satisfaction of the Company in regard to their
right to be registered as the holders thereof.
	 
	 	25.3	 	The Company undertakes to provide a copy of the register of Bond Holders to the
Trustee, immediately after completion of the issue. The Company undertakes to update
the Trustee in respect of any change or update which will be carried out in the register
of Bond Holders, and in any event, once every 12 months.






	26.	 	Release of the Trustee 
	 
	 	 	Where it has been proved to the Trustee’s satisfaction that all the Bonds have been repaid,
redeemed or where the Company has deposited in trust with the Trustee amounts of money which
will be sufficient for redemption, and where it is proved to the Trustee’s satisfaction that
all the obligations and expenses made or incurred by the Trustee in connection with this Deed
and in accordance with the provisions hereof, have been paid in full, the Trustee will be
obliged, upon the Company’s first demand, to act in accordance with the terms and conditions
set forth in this Deed with respect to the moneys that were deposited in respect of Bonds the
redemption of which has not been demanded.
	 
	27.	 	Replacement of the Trustee and expiration of its term of office 




29









 












	 	27.1	 	The Trustee’s term of office and the expiration thereof and the appointment of a
new trustee shall be governed by the provisions of the Securities Law, pursuant to which
the Trustee and its successor will be entitled to resign from their position as trustees
after giving the Company prior written notice of three (3) months in which they shall
set forth the reasons for the resignation. The Trustee’s resignation shall come into
force only after it has been approved by a court in Israel and from the date specified
in such approval.
	 
	 	27.2	 	The court may dismiss a trustee if the trustee has not performed its functions
properly or if the court finds another reason for its dismissal.
	 
	 	27.3	 	The holders of ten percent of the unpaid balance of the Bonds and/or the Company
may convene a general meeting of owners of the Bonds. Any meeting that may be convened
as aforesaid may decide by a vote of the holders of at least fifty percent of the
balance of the par value of Bonds in circulation, given personally or by way of proxy,
on the removal of the Trustee from its position.
	 
	 	27.4	 	The Trustee and the Company shall report to the Bond Holders in regard to any
such event concerning the Trustee’s term of office.
	 
	 	27.5	 	Where the term of office of a trustee has expired, the court may appoint another
trustee for such period and on such conditions as it sees fit. The trustee whose term
of office has expired shall continue to serve in its position until the appointment of
another trustee.
	 
	 	27.6	 	Every new trustee will have the same powers, authorities and the other
permissions and may act as though it was appointed as trustee from the outset.






	28.	 	Transfer of Bonds and splitting thereof






	 	28.1	 	Subject to the provisions of this Deed of Trust, the Bonds shall be transferable
in any denominated amount, provided that it is in whole dollars, and is effected
pursuant to a deed of transfer in the form attached as the Third Schedule to the Deed of
Trust, duly signed by the registered owner thereof or his legal representatives, and
presented for approval by the Company prior to the transfer.
	 
	 	28.2	 	Transfer of Bonds shall be governed by restrictions in accordance with the
provisions of the Securities Act.
	 
	 	 	 	“Transfer” for these purposes means — offer, sale, charge, loan and any other transfer
of Bonds and/or the rights in respect thereof.
	 
	 	28.3	 	The transfer of the Bonds has not been registered in accordance with the
Securities Act or in accordance with state or other foreign legislation in the framework
of which securities are registered, and they will not be Transferred in any manner
within the United States (as defined in Section 902(l) of Regulation S under the
Securities Act) or to the account or credit of another U.S. person (as defined in
Section 902 of




30









 






	 	 	 	Regulation S under the Securities Act), except in accordance with the provisions of
this Clause 28.






	 	28.4	 	The provisions and restrictions set forth below will apply to the Transfer of
Bonds:






	 	28.4.1	 	Until the end of the 40 day distribution compliance period (as such term is
defined in section 902(F) of Regulation S under the Securities Act) a Transfer of
Bonds is permissible only to a person who is not a resident of the USA and who is
outside the USA at the time of the purchase thereof;
	 
	 	28.4.2	 	No resale or other Transfer of the Bonds shall take place except in the
following manner: (a) to the Company; or (b) subject to registration of the
Transfer of Bonds in accordance with the Securities Act and so long as such
registration is effective the date of Transfer and the Transfer is made in
accordance with that resale registration; or (c) outside the USA in respect of an
offshore transaction in accordance with regulation S under the Securities Act; or
(d) in accordance with Rule 144 under the Securities Act; or (e) pursuant to an
exemption from registration in accordance with the Securities Act;
	 
	 	28.4.3	 	The Bond Holder must notify any party to whom the Bonds will be transferred
about the restrictions specified in this Clause 28.4;






	 	28.5	 	Prior to approval of the Transfer of the Bonds in accordance with this clause and
the registration thereof in the register, the Company will be entitled to request
opinions, confirmations or any other document reasonably required for purposes of
determining that the requested transfer is being effected in accordance with the
provisions of the Securities Act and any other foreign law or statute relating to
securities. The Company shall not be required to approve, record on the register, or
otherwise recognize or give effect to any Transfer unless and until it is satisfied in
its discretion (1) with the form and substance of such opinion confirmation and other
documents and (2) the Transfer satisfies the terms and condition in this clause 28.
The costs that will be connected with performing the aforesaid examinations, including
the opinions, shall be borne by the transferor of the Bonds and/or the transferee, as
shall be agreed between them. Notwithstanding what is stated above, Transfer of Bonds as
stated in Clause 28.7 below, will not be subject to payment on account of the aforesaid
examinations, provided that the Transferring body is a body which was incorporated under
Israeli Law, and is domiciled in Israel.
	 
	 	28.6	 	At the date of signing of the Deed of Trust, the Company makes no representation
or warranty as to the availability of an exemption from registration of the Bonds for
purposes of effecting a transfer as stated in this Clause 28.
	 
	 	28.7	 	The Bonds are not transferable except to an entity which is one of the types of
bodies corporate mentioned in the First Schedule to the Securities Law.




31









 












	 	28.8	 	Every holder of a Bond pursuant to this Deed of Trust shall be governed by the
restrictions on Transfer of bonds as described above, and such holder is obliged to act
in relation to a Transfer of the Bonds in accordance with the aforesaid restrictions.
	 
	 	28.9	 	The deed of transfer must be delivered for registration to the Company’s
registered office or to the address mentioned at the head of this Deed of Trust,
accompanied by the Bond and any appropriate proof of the identity and right which may be
demanded by the Company and together with proof to the Company’s satisfaction regarding
the payment of stamp duty and other governmental compulsory payments, if any. The
Company will be entitled to retain possession of the deed of transfer.
	 
	 	28.10	 	All the expenses connected with the Transfer of Bonds, including stamp duty and
other levies, if there are such, shall be borne by the party requesting the transfer.






	29.	 	Meetings of Bond Holders 
	 
	 	 	Meetings of Bond Holders shall be convened and held in accordance with the contents of the
Second Schedule to the Deed of Trust.
	 
	30.	 	Governing law and provisions of the Securities Law 
	 
	 	 	It is hereby clarified that subject to the provisions of applicable law which apply in regard
to the transferability of the Bonds, as described in this Deed, the law which will apply to
the Deed of Trust on any matter arising from it or connected therewith, is the Israeli law.
On any matter which is not mentioned in this Deed and in any event of a conflict between the
provisions of the Israeli law (which cannot be contractually waived or modified) and the
contents of this Deed, the parties shall act in accordance with the provisions of the Israeli
law. Sole jurisdiction on anything connected with this Deed shall be vested with the
competent courts in Tel Aviv-Jaffa.
	 
	31.	 	Binding version
	 
	 	 	This Deed of Trust has been translated into English and such translation has been notarially
confirmed. The Deed of Trust which was signed by the parties is in the English language. In
the event of a conflict between the wording of the Deed of Trust in Hebrew and the wording of
the Deed of Trust in English, the provisions of the Deed of Trust in English shall prevail.
	 
	32.	 	Addresses
	 
	 	 	The addresses of the parties are as appear at the head of this Deed, or any other address in
respect of which appropriate written notice is given to the other party.





In witness whereof the parties have hereunto signed:







32









 






	 	 	 	 
	/s/ Yehudit Bronicki

	 		/s/
Rami Sebty, /s/ Giyara Luftig






	 	 	 
	Ormat Technologies, Inc.	 	Ziv Haft Trust Company Ltd.
	I the undersigned, Adv. Tal Heldi
hereby confirm that
this Deed of Trust was signed by
Ormat Technologies, Inc. (“Ormat”),
through Yehudit Bronicki, and their
signatures bind Ormat in all
respects.

	 	I the undersigned, Adv. Eti Lupascu
hereby confirm that this Deed of Trust
was signed by Ziv Haft Trust Company
Ltd. (“the Trustee”), through Rami Sebty and Giyara Luftig,
and their signatures
bind the Trustee in all respects.
	 
	 	 
	         /s/ Tal Heldi           , Adv. 

	 	         /s/ Eti Lupascu         , Adv.






33









 






Ormat Technologies, Inc.




First Schedule 



Bonds


Resrictions apply to a transfer of bonds in accordance with the provisions of the Securities
Act as amended. “Transfer” in this matter means — sale, pledge, loan and any other transfer of
bonds and/or rights therein.



THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE OR FOREIGN SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN RULE 902(L) UNDER THE SECURITIES ACT)
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN RULE 902(K) UNDER THE
SECURITIES ACT) EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT IT IS NOT A U.S. PERSON AND IS PHYSICALLY OUTSIDE THE UNITED STATES AT THE TIME IT IS
ACQUIRING THE SECURITIES, (2) AGREES THAT IT WILL NOT WITHIN FORTY DAYS AFTER THE ORIGINAL ISSUANCE
OF THE BONDS RESELL OR OTHERWISE TRANSFER THE BONDS EXCEPT (A) TO THE COMPANY, OR (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO
BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), OR (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (D) PURSUANT TO RULE 144
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE BONDS ARE
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE COMPANY AND THE TRUSTEE
RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE
AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS. NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.



Prior to the approval or transfer of bonds in accordance with the sub-Clauses (c)2, (d)2 or
2(e) above, and their registration in the register of Bond Holders, the Company may request an
expert opinion , confirmations or any other documents which are reasonably required for the purpose
of the finding, that the requested transfer is made in accordance with the provisions of the
Securities Act and any other foreign law or statute relating to securities. The costs that will be
connected with performing the said inspections, including expert opinions, will vary for the
transferor of the bonds and/or the transferee, according to what is agreed between them.
Notwithstanding what is stated above, the transfer of the bonds to a body from among one of the
types of corporations which are specified in the first supplement to the Securities Law 5728-1968,
will not be conditional on payment on account of the aforesaid inspections, provided that the body
of the transferee is a body which was legally incorporated in accordance with the law in Israel and
whose domicile is in Israel.



As of the date of the Bonds, the Company makes no representation or warranty as to the availability
of an exemption from registering the bond in accordance with the Securities Act.





34











 




_______ dollars par value registered bonds, repayable in one payment on August 1, 2017. The
Bonds bear interest at a fixed rate of 7% per annum, which will be paid half-yearly on February 1
and on August 1 of each of the years 2011 to 2017 (inclusive), commencing from February 1, 2011 and
until the date of final repayment of the Bonds (subject to the Company’s right to early
redemption), on August 1, 2017, except in relation to the first interest payment payable on
February 1, 2011 which will be paid in respect of the period commencing on August ___ 2010 and
ending on January 31, 2011.




Registered Bonds: ______________

Number: _________________

Par value: _________ dollars

Interest: _______



This certificate witnesses that Ormat Technologies, Inc. (hereinafter: “the Company”) will pay
___________________, or whoever is the registered holder of this Bond, the amount it has
undertaken, all subject to the remaining conditions set forth in the conditions overleaf.



Repayment of the principal of the Bonds together with the last payment in respect of the interest
on the Bonds will be made against the surrender to the Company of the Bond certificate at the
registered office of the Company or at any other place of which the Company gives notice, not later
than July 15, 2017.



Bonds of this series were issued in accordance with a deed of trust (hereinafter: “Deed of Trust”)
dated August 3 2010, which was signed between the Company and Ziv Haft Trust Company Ltd.
(hereinafter: “the Trustee”).



All the Bonds of this series will rank pari passu between them, without any bond having a
preference or priority over another.



This Bond is being issued subject to the conditions recorded on the reverse side hereof and the
terms and conditions set forth in the Deed of Trust.



A transfer of this Bond may be effected in accordance with and subject to the provisions of Clause
28 of the Deed of Trust, and subject to completing a bond transfer form which is attached to the
Deed of Trust and the Third Schedule.



Payment of the principal of the Bonds and the interest payments in respect of the unpaid balance of
the principal of the bonds will be made in new shekels, according to the known rate, as this term
is defined in the Deed of Trust, on the date of each payment.




Signed under the seal of the Company which was affixed on ___ day of August 2010

in the presence of:




	 	 	 	 	 	 	 	 	 

	Director

	 	 	 	 	 	Director	 	 
	 

	 	 
	 	 	 	 	 	 





35









 






CONDITIONS RECORDED OVERLEAF





	1.	 	General






	 	1.1	 	In this bond the following expressions will have the following meanings, unless a
different intention is to be inferred from the context:





	 	 	 	 	 

	“The Company”

	 	—
	 	Ormat Technologies, Inc.;
	 
	 	 	 	 
	“The Trustee”

	 	—
	 	Ziv Haft Trust Company Ltd.
and/or whoever may serve from
time to time as trustee for the
bond holders in accordance with
the Deed of Trust;
	 
	 	 	 	 
	“Deed of Trust”

	 	—
	 	The Deed of Trust signed between
the Company and the Trustee on
July ___, 2010, including the
schedules attached thereto, which
form an integral part thereof;
	 
	 	 	 	 
	“The Bonds”

	 	—
	 	____________ par value registered
bonds that have been issued by
the Company pursuant to the
Private Placement;
	 
	 	 	 	 
	“Private placement”

	 	—
	 	A private placement effected by
the Company on August ___ 2010
pursuant to which the Bonds were
issued;
	 
	 	 	 	 
	“The register” or “the register of
bond holders”

	 	—
	 	A register of Bond Holders as
referred to in Clause 25 of the
Deed of Trust;
	 
	 	 	 	 
	“Bond Holders” and/or “Owners of Bonds”

	 	—
	 	The persons whose names are
registered at the given time in
the register, and in the case of
several joint holders, the joint
holder whose name stands first in
the register;
	 
	 	 	 	 
	“Bond Certificate”

	 	—
	 	A bond certificate in the form
set forth in the First Schedule
to the Deed of Trust;
	 
	 	 	 	 
	“Principal”

	 	—
	 	The aggregate outstanding
principal amount of the Bonds;
	 
	 	 	 	 
	“Business day”

	 	—
	 	A day on which most of the banks
in Israel are open to execute
trading with the public in
foreign currency and a day in
which most of the banks in New
York (New York) and in Reno
(Nevada) are open for the
execution of transactions;
	 
	 	 	 	 
	“Dollar”

	 	—
	 	lawful money of the United States;
	 
	 	 	 	 
	“The known rate”

	 	—
	 	The representative rate in new
shekels of the dollar, for a
particular day as last fixed by
the Bank of Israel before such
day, provided that in a period in
which the Bank of Israel does not
fix a representative rate, the
known rate will be the rate last
fixed by the Minister of Finance together






36









 






	 	 	 	 	 

	 

	 	 	 	with the Governor of the
Bank of Israel for government
certificates of obligation that
are linked to the rate of the
dollar;






37









 






	 	 	 	 	 

	“Date of issue”

	 	—
	 	The business day on which proceeds
of the issuance of the Bonds will be
deposited in the Company’s bank
account in Israel and the Bond
Certificates will be issued in
accordance with this Deed of Trust;
	 
	 	 	 	 
	“Interest period”

	 	—
	 	Any period of six months in respect
of which interest is paid to the
bond holders, namely: a) the period
commencing on February 1 and ending
on July 31; and b) the period
commencing on August 1 and ending on
January 31; in each of the years
2011 to 2017 (inclusive), but
excluding the first interest period;
	 
	 	 	 	 
	“The First Interest Period”

	 	—
	 	The period from the Date of Issue
until January 31, 2011, on a basis
of 365 days in a year.







	 	1.2	 	This bond will rank pari passu with other bonds issued pursuant to the private
placement, without one bond having any preferential right over the others.






	2.	 	Date of repayment of the bonds; interest






	 	2.1	 	Repayment of the bond
	 
	 	 	 	The Bonds will be repaid in one payment, on August 1, 2017, together with the last
interest payment in respect thereof, as stated in Paragraph 2.2 below, and against
surrender of the Bond Certificate to the Company or its nominee.
	 
	 	2.2	 	Interest
	 
	 	 	 	The unpaid balance of the bonds (as applies from time to time) will bear interest at a
fixed rate of 7% per annum, which will be paid in half-yearly payments, that will be
made on the first business day following the end of each interest period in respect of
the interest period preceding the date of payment, namely on February 1 and on August 1
on each of the years 2011 to 2017 (inclusive), except the payment for the first
interest period which will be paid on February 2011 in respect of the First Interest
Period. The last payment in respect of the interest will be paid on August 1, 2017,
together with repayment of the principal of the bonds and against surrender of the Bond
Certificates to the Company or its nominee.






	3.	 	Payments of interest and principal






	 	3.1	 	All the payments on account of interest in respect of the Bonds will be made to
the persons whose names are registered in the register of bond holders as holders at the
end of the Business Day on July 20 (in respect of the interest payment that is made on
August 1) and on January 20 (in respect of the interest payment made on February 1) in
the years 2011-2017 (hereinafter: “the Effective Date”), except in relation to




38









 






	 	 	 	the last payment of interest, to which the provisions set forth in Paragraph 3.2 below
will apply.






	 	3.2	 	Payment in respect of the principal of the Bonds will be made on August 1, 2017,
together with the last payment in respect of the interest, against surrender of the Bond
certificates at the registered office of the Company and/or at any other place of which
the Company shall give notice. For purposes of receiving payment in respect of the
principal and the last payment in respect of the interest, the Bond Holders must deliver
the Bond Certificates to the Company by not later than July 15, 2017.
	 
	 	3.3	 	Payment of the principal of the Bonds and the interest payments in respect of the
unpaid balance of the principal of the Bonds will be made in new shekels, according to
the known rate on the date of each payment.
	 
	 	3.4	 	Where the date specified for any payment of interest and/or of the principal of
the bonds falls on a day which is not a Business Day, the date will be postponed to the
next Business Day immediately following and no interest will be payable in respect of
this postponement.
	 
	 	3.5	 	The payment to the entitled persons will be made by check or by bank transfer to
the credit of the bank account of the persons whose names are registered in the register
of Bond Holders or who deliver the Bond Certificates, respectively, as stated above.
The payment will be made subject to the deduction of tax at source.
	 
	 	3.6	 	If a Bond Holder who is entitled to payment as aforesaid fails to furnish the
Company in good time with details regarding his bank account, then each payment on
account of the interest and the principal will be made by way of a check, which will be
sent by registered mail to the last address of such person recorded in the register of
Bond Holders. Sending of a check to the entitled person by registered mail as aforesaid
shall for all intents and purposes be deemed to be payment of the amount denominated
therein on the date of dispatch thereof by post, provided that it is paid upon due
presentation thereof for collection.
	 
	 	3.7	 	A Bond Holder wishing to alter the payment instruction he has given may do so by
notice by registered mail, but the Company will comply with the instruction only if it
reaches its registered office at least 30 days before the Effective Date for payment of
the interest payment in accordance with the Bonds. In a case where the notice is
received by the Company late, the Company will act in accordance therewith only in
relation to the interest payments the due date for payment of which falls after the date
of payment shortly following the date of receipt of the aforesaid notice.
	 
	 	3.8	 	A deduction shall be made from each payment that will be paid by the Company to
the Owners of Bonds of tax at source as required according to applicable law in the USA,
except in relation to entities mentioned in Paragraph (2) of the First Schedule to the
Securities Law, provided that they furnish the Company at the time of purchase of the
Bonds with form W-8BEN, which has been duly completed, including US Tax ID, which
relates to them, and so long as they comply with the




39









 






	 	 	 	requirements of the law in the USA in relation thereto, no tax at source will be
deducted from the payments to which they are entitled in respect of the bonds.






	 	3.9	 	In the event that the Company is late in making payment of any of the payments
for which it is liable pursuant to this Deed of Trust, it will be responsible for
payment of interest in respect of the period of default at an annual rate equivalent to
the interest fixed for the Bonds, plus 3%, calculated from the first day of such
default, and up to the date of actual payment, on a basis of 365 days in a year
(hereinafter: “the Default Interest”). For the avoidance of doubt, the Default Interest
will be in substitution of the interest fixed for the Bonds, and not in addition
thereto.






	4.	 	Failure to make payment for a reason not dependent on the Company 
	 
	 	 	See Clause 12 of the Deed of Trust.
	 
	5.	 	Register of bond holders 
	 
	 	 	See Clause 25 of the Deed of Trust.
	 
	6.	 	Splitting of bond certificates 
	 
	 	 	Every Bond Certificate can be split into Bond Certificates the total amount of the principal
of which is equal to the amount of principal denominated in the certificate the splitting of
which is requested, provided that the new Bond Certificates that will be issued will each be
in par value amounts in whole dollars, and this will be done against surrender of that Bond
Certificate to the Company at its registered office for purposes of effecting the split. The
split will be made within 30 days from the end of the month in which the certificate was
delivered to the Company’s registered office.
	 
	 	 	All the expenses attendant upon the splitting of bonds, including stamp duty and other
levies, if same apply, shall be borne by the party requesting the split. The provisions
contained in this clause above shall also apply, mutatis mutandis, to a unification of bonds.
	 
	7.	 	Transfer of Bonds 
	 
	 	 	See Clause 28 of the Deed of Trust.
	 
	8.	 	Early redemption 
	 
	 	 	See Clause 5 of the Deed of Trust.
	 
	9.	 	Purchase of Bonds 
	 
	 	 	See Clause 7 of the Deed of Trust.
	 
	10.	 	Additional issues




40









 












	 	 	See Clause 8 of the Deed of Trust.
	 
	11.	 	Waiver and compromise
	 
	 	 	See Clause 24 of the Deed of Trust.
	 
	12.	 	General meetings of bond holders 
	 
	 	 	Meetings of bond holders shall be convened and held in accordance with the contents of the
Second Schedule to the Deed of Trust.
	 
	13.	 	Receipts as proof
	 
	 	 	See Clause 13 of the Deed of Trust.
	 
	14.	 	Replacement of bond certificates 
	 
	 	 	If this Bond Certificate should become worn, lost or destroyed, the Company may issue a new
Bond Certificate in place thereof under the same conditions, provided that in the case of the
certificate becoming defaced, the worn Bond Certificate shall be returned to the Company
before the new certificate is issued. Levies, taxes and other expenses connected with the
issue of the new certificate shall be borne by the person requesting the said certificate.
	 
	15.	 	Immediate repayment 
	 
	 	 	See Clause 6 of the Deed of Trust.
	 
	16.	 	Notice to the Trustee and the bond holders 
	 
	 	 	See Clause 23 of the Deed of Trust.




41









 











Ormat Technologies, Inc.




Second Schedule 



General Meetings of Bond Holders




	1.	 	The Trustee or the Company may summon the bond holders to a meeting. If the Company calls
such meeting, it must immediately send written notice to the Trustee regarding the place, the
date and the hour at which the meeting will be held and regarding the agenda for. A
representative on behalf of the Trustee will be entitled to attend every such meeting, but the
representative on behalf of the Trustee will not have a right to vote at such meeting.
Meetings of Bond Holders shall be held in Israel.
	 
	2.	 	The Company will be obliged to call such meeting at the written request of the Trustee or of
a holder/s of at least 10% of the unpaid balance of the principal of the Bonds. The Trustee
will be obliged to call such meeting at the written request of a Holder/s of at least 10% of
the unpaid balance of the principal of the Bonds.
	 
	3.	 	Prior notice of at least 14 days shall be given in regard to any meeting of Bond Holders,
which shall specify the place, the day and the hour of the meeting, and shall also state in
general terms the matters that will be considered and discussed at the meeting. Where the
purpose of the meeting is to consider and to pass a special resolution, prior notice of at
least 21 days shall be given and the notice shall contain the day and the hour at which the
meeting will commence and also the main points of the proposed resolution. The Trustee may
shorten the aforesaid period of prior notice if it believes that a postponement in convening a
meeting constitutes material prejudice to the rights of the Bond Holders. Every notice by the
Company or the Trustee to the bond holders shall be given by way of an advertisement that
shall be published in two widely circulating Hebrew dailies appearing in Israel or in a
situation in which the nominee company is not registered in the register of owners of bonds,
by sending the notice to the Bond Holder by registered mail according to his last address
recorded in the register of bond holders (in the case of joint holders to the joint holder
whose name stands first in the register of owners of bonds). A notice which is published or
sent in the matter aforesaid shall be deemed to have been delivered to the Bond Holders on the
day on which the advertisement appeared in the newspaper or after 3 days from the date of its
dispatch by post.
	 
	4.	 	No resolution passed at a meeting that was called in the aforesaid manner shall be
invalidated by virtue of the inadvertent omission to give notice of the meeting to up to 10%
of the Owners of the Bonds in circulation or where such notice was not received by up to 10%
of the Owners of Bonds.
	 
	5.	 	The chairman of the meeting shall be a person appointed by the Trustee. If the Trustee has
not appointed a chairman, or if he is absent from the meeting, the Bond Holders present at the
meeting shall elect a chairman from amongst their number. A meeting of Bond




42









 






	 	 	Holders shall be opened after it is proved that the necessary quorum is present for the start
of deliberations.






	6.	 	At meetings of Bond Holders two Bond Holders, personally present or represented by proxy who
together hold or represent at least one-tenth of the unpaid balance of the bonds will, subject
to the provisions set forth below in regard to special resolutions and in regard to the quorum
required for the dismissal of a trustee in accordance with the Securities Law, constitute a
quorum. If within half an hour from the time appointed for the start of the meeting no quorum
as aforesaid is present, the meeting will be adjourned to the same day in the following week,
and if such day is not a business day, to the next business day immediately following, at the
same place and at the same hour, without there being an obligation to give notice to that
effect to the Bond Holders, or to another day, place and hour as shall be specified in a
notice regarding the convening of the original meeting (the general meeting that was
adjourned).
	 
	7.	 	If no quorum is present at a meeting that was adjourned as aforesaid, two bond holders
personally present or represented by proxy will constitute a quorum at such meeting, without
reference to the par value held by them, provided that the provision which prescribes such
quorum shall be published in the scope of the notice about the original meeting, and on
condition that the notice to the Bond Holders regarding the holding of the adjourned meeting
shall be published not later than seven (7) days before the time for convening of the
adjourned meeting. Such notice may be published in the scope of the notice regarding the
original meeting (the general meeting which was adjourned).
	 
	8.	 	Notwithstanding the foregoing, at a meeting convened for the passing of a special resolution
on the matters mentioned below (hereinafter: “Special Resolution”), a quorum will be
constituted if holders of at least 50% of the unpaid balance of the Bonds are present at the
meeting, or in the case of an adjourned meeting — holders of at least 10% of the aforesaid
balance:






	 	a.	 	An amendment or modification to the Deed of Trust.
	 
	 	b.	 	Any amendment or modification or arrangement of the rights of the bond holders,
whether such rights derive from the bond or from the Deed of Trust, or any compromise or
waiver in connection with such rights.
	 
	 	c.	 	accelerating the Bonds, in accordance with the terms and conditions of the Deed
of Trust.






	9.	 	With the consent of the holders of a majority of the votes present at a meeting, at which a
quorum was present, the chairman may, and on a demand of the meeting by such majority shall be
obliged, to adjourn the continuation of the meeting from time to time and from place to place,
as the meeting shall decide. Notice as aforesaid regarding the continued holding of the
meeting shall be given in the same manner in which notice is given in regard to the first
meeting. Save for the foregoing, a Bond Holder will not be entitled to receive any notice
about the adjourned meeting or about the matters that will be considered and discussed at the
adjourned meeting. No matters shall be considered at an adjourned




43









 






	 	 	meeting except matters which were eligible for consideration and discussion at the meeting at
which the adjournment was decided.






	10.	 	At every meeting of Bond Holders every holder or his proxy shall be entitled to one vote in
respect of each 1. dollar par value of the total unpaid principal of the Bonds on the strength
of which he is entitled to vote.
	 
	11.	 	In the case of joint holders only the vote of the joint holder whose name stands first in the
register who wishes to vote, either personally or by way of proxy, will be accepted.
	 
	12.	 	A Bond Holder, or his proxy, may vote in respect of some of his votes in one direction and in
respect of part thereof in another direction, as he sees fit.
	 
	13.	 	Every proposed resolution that is put to the vote at a meeting of Bond Holders shall be
decided on a poll. The majority required for an ordinary resolution is a simple majority of
the number of votes present and voting in such vote (excluding abstentions). Unless otherwise
stated in the Deed of Trust, the majority required for a special resolution at such meeting is
a majority of at least 75% of the votes present and voting in such vote (excluding
abstentions). It is clarified that Bonds that will be held by the Company and/or a company
under the Company’s control and/or under the control of the controlling shareholder/s in the
Company, shall not confer on them a right to vote at meetings of Bond Holders and they will
not be counted for purposes of determining whether there is a quorum at an original meeting of
bond holders (but they will be taken into account for purposes of establishing a quorum at any
postponed meeting)..
	 
	14.	 	Except in cases where otherwise stated in the Deed of Trust and/or according to law, any
question put to a meeting of Bond Holders shall be decided by an ordinary resolution. The
announcement by the chairman of the meeting that a resolution has been passed or defeated and
a note to that effect in the minute book shall serve as prima facie proof of such fact.
	 
	15.	 	An instrument appointing a proxy shall be in writing and shall be signed by the appointer or
by his representative duly authorized thereto in writing. If the appointer is a body
corporate, the appointment shall be made in writing signed with the seal or rubber stamp of
the body corporate, coupled with the signature of the secretary of the body corporate or a
representative who has authority to do so. An instrument of proxy shall be drawn up in any
usual form. A proxy need not himself be a Bond Holder. The instrument of proxy and the power
of attorney or other certificate pursuant to which the instrument of proxy was signed or a
certified copy of such power of attorney, shall be lodged at the registered office of the
Company or at another place of which the Company shall give notice, not less than 48 hours
before the time of the meeting in respect of which it was drawn, unless otherwise stated in
the notice calling the meeting, and this shall constitute a precondition to the exercise of
the right of the bond holder or his proxy to attend and vote at a meeting of bond holders. If
the instrument of proxy was signed by the appointer’s representative, a written corroborating
document shall be attached thereto confirming the authority of the representative to grant
such instrument of proxy.




44









 












	16.	 	A vote given in accordance with the conditions contained in the instrument appointing a proxy
shall be valid even if prior thereto the appointer has died or has been declared legally
incompetent or the instrument of proxy was revoked or the Bond in respect of which the vote
was given was transferred, unless written notice is received prior to the meeting at the
registered office of the Company in regard to the death, incompetency decrees, revocation or
transfer aforesaid.
	 
	17.	 	Any body corporate which is the owner of a Bond may, by written authorization duly signed,
appoint such person as it sees fit to act as its representative at any meeting of Bond
Holders, and the person so appointed will be entitled to act in the name and on behalf of the
body corporate which he represents.
	 
	18.	 	Every proposed resolution that is put to a vote at a meeting of Bond Holders shall be decided
on a show of hands, unless a poll is demanded by the chairman or by at least two (2) Bond
Holders, personally present or represented by proxy, whether before the vote on a show of
hands is held or subsequent thereto, and the vote on a poll will be decisive.
	 
	19.	 	The chairman of the meeting shall see to it that minutes are kept of the meeting of Bond
Holders, which shall be recorded in the minute book. Any minutes that are signed by the
chairman of a meeting at which resolutions were passed and deliberations were conducted, or by
the chairman of the next meeting, shall serve as proof of the matters recorded therein, and
until the contrary is proved, any resolution passed at such meeting shall be deemed to have
been duly and validly passed.
	 
	20.	 	A person or persons who may be appointed by the Trustee, the Company secretary and any other
person or persons who are permitted to do so by the Company, will be entitled to attend
meetings of bond holders without the right to vote. The Trustee shall have authority to
decide on the removal of any of those mentioned above from the meeting.




45









 











Ormat Technologies, Inc.




Third Schedule 



Deed of Transfer of Bonds 


Against a consideration which has been received, I the undersigned ______________, Pvte. Co. /
Publ. Co. ______________, hereby sell, assign and transfer to ______________ Pvte. Co. / Publ. Co.
______________ (hereinafter: “the Buyer”) the attached bond (Bond Certificate No. ______________,
hereinafter: “the Bond”) and I irrevocably appoint the Buyer to request the transfer of the
aforesaid Bond into the name of the Buyer in the register of bond holders of Ormat Technologies,
Inc. (hereinafter: “the Company”).



In connection with the transfer of the Bond, in accordance with this Deed of Transfer, the
undersigned confirms that the Bond is transferred as follows (the appropriate alternative must be
selected)*:




	 	 	 	 	 

	1.

	 	o
	 	To the Company.
	 
	 	 	 	 
	2.

	 	o
	 	Pursuant to an effective registration for resale of the Bond in accordance with the Securities Act of 1933 and
the fact of same being registered at the time of signing of this deed of transfer.
	 
	 	 	 	 
	3.

	 	o
	 	To the buyer outside the USA in an offshore transaction in accordance with the provisions of Regulation S
under the Securities Act of 1933.
	 
	 	 	 	 
	4.

	 	o
	 	In accordance with Rule 144 under the Securities Act.
	 
	 	 	 	 
	5.

	 	o
	 	pursuant to an exemption from registration in accordance with the Securities Act.





We are aware that in a case in which we have not selected one of the above alternatives, the
Company will be entitled to refuse to register the transfer of Bonds in accordance with this deed
of transfer.



In addition, we are aware that the Company will, prior to approving the transfer of Bonds pursuant
to this deed of transfer, make an examination of documents and information, including, if
necessary, by way of obtaining a legal opinion that the transfer is being effected in accordance
with an exemption from registration under the Securities Act. In a case in which alternative no.
3, 4 or 5 above has been marked, the Company will not register a transfer of the Bonds, until the
Company has possession of and is satisfied with all the documents, the information and/or the legal
opinions referred to above. We are further aware that the costs that will be attendant on making
the aforesaid examinations, including the opinions, will be imposed on the transferor of the Bonds
and/or the transferee, as shall be agreed between them. Notwithstanding what is stated above, the
transfer of the bonds to a body from among one of the types of corporations which are specified in
the first supplement to the Securities Law 5728-1968, will not be conditional on payment on account
of the aforesaid inspections, provided that the body of the






46









 







transferee is a body which was legally incorporated in accordance with the law in Israel and whose
domicile is in Israel.




Signature and rubber stamp







 




			
	*	 	To the best of the Company’s knowledge, as of July 2010, and subject to any changes in
applicable law, the alternative No. 3 above is the suitable alternative in the case of a
transaction consummated in Israel which comprises only a transfer of bonds between two bodies
(transferor and transferee) from amongst the list of bodies in the first supplement of the
Securities Law 5728-1968, and which were legally incorporated in accordance with the law in Israel
and whose domicile is in Israel.





*            *            *





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