Exhibit
4.5

    
      


       

      
        	  

                TRANSLATION
      FROM HEBREW

                THE
      BINDING VERSION IS THE HEBREW VERSION

                 

              


      

       

       

      Deed
of Trust

       

      Made
and signed in Netanya on March 31, 2009

       

       

      Between:

       

      Cellcom
Israel Ltd.

      of 10
Hagavish Street, Netanya

      (hereinafter:
“the
Company”)

       

      of
the one part;

       

       

      And:

       

      Hermetic
Trust (1975) Ltd.

      Private
company no. 51-070519-7

      of 113
Hayarkon St., Tel Aviv

      Telephone:
03-5274867

      Fax:
03-5271736

      Email:
hermetic@hermetic.co.il

      Contact:
Meirav Ofer Oren, joint CEO

      (hereinafter:
“the
Trustee”)                                                                                              of the other
part:

       

      
        	
                Whereas:

              	
                The
      board of the Company decided, on March 30, 2009, to publish a Shelf
      Prospectus under which the Company may, inter alia, issue series of
      Debentures that would be titled series E through I and series 1
      through 2, in the manner described in this Deed of
  Trust;

              
	 	 
	
                Whereas:

              	
                The
      Trustee is a limited shares company that has been incorporated and
      registered in Israel according to the Companies Ordinance, whose principal
      goal is to engage in Trust; and

              
	 	 
	
                Whereas:

              	
                The
      Trustee has declared that there is no impediment in accordance with the
      Securities Law 5728 – 1968 or any other law to its entering into an
      engagement with the Company pursuant to this Deed of Trust, and that it
      fulfills all of the requirements and conditions for competency stated in
      the Securities Law to serve as a trustee for the issue of the Debentures
      covered by the Prospectus; and

              
	 	 
	
                Whereas:

              	
                The
      Company has requested that the Trustee serve as the trustee for the
      Debenture Holders, and the Trustee has agreed thereto, subject to the
      terms of this Deed of Trust;

              


      

       

      Now
therefore it has been agreed, declared and stipulated between the parties as
follows:         

       

      
        	1.  	Preamble, interpretation and
      definitions
	 	 	 
	 
      	
                1.1

              	
                The
      preamble to this Deed of Trust and the appendices attached hereto
      constitute a

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	material and
      integral part hereof
	 	 	 
	 
      	
                1.2

              	
                The
      division of this Deed and Trust into sections and the titling of the
      sections are for the sake of convenience and as references only and may
      not be used for construction purposes.

              
	 	 	 
	 
      	
                1.3

              	
                The
      provisions hereof in plural apply to singular and vice versa; the
      provisions hereof in masculine gender apply to feminine and vice versa,
      and all statements regarding natural persons also refer to corporations,
      wherever this Deed does not implicitly and/or explicitly state otherwise
      and/or if the content of context of the statements does not necessitate
      otherwise.

              
	 	 	 
	 
      	
                1.4

              	
                The
      provisions of this Deed of Trust shall apply specifically to each of the
      series of Debentures (as defined below) and the Debentures in each of the
      series shall be hereinafter referred to as “the Debentures”, all -
      unless otherwise stated or implied by the
  context.

              


      

       

      
        
          In this
Deed of Trust
and in the Debentures (Series E through I and series 1 through 2), the following
expressions will have the meaning beside them, unless another meaning is implied
by the content or context of the statements:

        

      

      
      

       

      
        	 
      	
                “This Deed” or the
      “Deed of
      Trust”

              	
                –

              	
                This
      Deed of Trust, including the appendices attached hereto, which constitute
      an integral part hereof;

              
	 	 	 	 
	 
      	
                The “Prospectus” or the
      “Shelf
      Prospectus”

              	
                –

              	
                The
      shelf prospectus of the Company that will be published, inter alia, for the
      Debentures;

              
	 	 	 	 
	 
      	
                The “Shelf Offer Report”
      or the “Offer
      Report”

              	
                –

              	
                The
      shelf offer reports that will be published under the Shelf Prospectus, in
      accordance with the provisions of Section 23A(f) of the Securities
      Law, 5728 – 1968, wherein all the details that are specific to such offer
      will be completed, including the composition of the offered units, under
      the provisions of any law and in accordance with the Code and guidelines
      of the Tel Aviv Stock Exchange, prevailing at such
time;

              
	 	 	 	 
	 
      	
                “The
      Series of Debentures”

              	
                –

              	
                Series
      that would be titled series E through I and/or series 1 through 2 of
      debentures, registered to name, the terms of each would be determined in
      accordance with the Debenture Certificate of that series and the Initial
      Offer Report of the debentures in that series, as shall be issued from
      time to 

              


      

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	time by the Company
      at its sole discretion;
	 	 	 	 
	 
      	
                The
      “Trustee”

              	
                –

              	
                Hermetic
      Trust (1975) Ltd. and/or any party serving from time to time as a trustee
      of the Debenture Holders pursuant to this deed;

              
	 	 	 	 
	 
      	
                “Register”

              	
                –

              	
                Register
      of the Debenture Holders as stated in Section 26
hereof;

              
	 	 	 	 
	 
      	
                The “Debenture Holders”
      and/or the “Debenture
      Owners”

              	
                –

              	
                Anyone
      holding the Debentures;

              
	 	 	 	 
	 
      	
                The
      “Debenture Certificate”

              	
                –

              	
                A
      Debenture certificate whose form appears as
      the first addendum to this deed;

              
	 	 	 	 
	 
      	
                The “Law” or the “Securities
      Law”

              	
                –

              	
                The
      Securities Law, 5728 – 1968 and the regulations thereby, as effective from
      time to time;

              
	 	 	 	 
	 
      	
                “Business day” or “Banking Business
      Day”

              	
                –

              	
                A
      day on which most of the banks in Israel are open for conducting
      transactions;

              
	 	 	 	 
	 
      	
                “Principal”

              	
                –

              	
                The
      outstanding par value of the Debentures in the relevant
      series;

              
	 	 	 	 
	 
      	
                The
      “Consumer Price Index” (“Index”)

              	
                –

              	
                The
      price index known by the name of "the Consumer Price Index", which
      includes fruit and vegetables, as published by the Central Bureau of
      Statistics and Economic Research, as shall be composed from time to time,
      including that index even if published by another official body or
      institute, and including any official index that replaces it, whether
      composed of the same data as the existing index or not. If it is replaced
      by another index that is published by such a body or institute, and that
      body or institute did not determine the ratio between it and the index
      thus replaced, the ratio will be determined by the Central Bureau of
      Statistics, and in the case of such a ratio not being determined, it will
      be determined by the Trustee for the relevant series, following
      consultation with economic 

              


      

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	experts of his
      choice; 
	 	 	 	 
	 
      	
                The “Known Index” on a
      given date

              	
                –

              	
                The
      last known index;

              
	 	 	 	 
	 
      	
                The
      “Basic Index”

              	
                –

              	
                The
      index known on a given date, which would be published in the Offer Report
      under which any series of debentures is initially
  offered;

              
	 	 	 	 
	 
      	
                The
      “Payment Index”

              	
                –

              	
                The
      consumer price index known on the date of making any payment on the
      account of the principal and/or the interest.

                The
      Initial Offer Report of the debentures in the relevant series, which are
      linked to the Index, will specify whether the principal and/or the
      interest of the debentures is secured (i.e. in the event that the known
      index on the date scheduled for the relevant payment is less than the
      basic index, the payment index shall be the basic index) or unsecured
      (i.e. the payment index shall be the known index on the date scheduled for
      the relevant payment, even if this index is less than the basic
      index);

              
	 	 	 	 
	 
      	
                “Trade
      Day”

              	
                –

              	
                A
      day on which transactions are executed on the Stock
    Exchange;

              
	 	 	 	 
	 
      	
                The
      “Stock Exchange”

              	
                –

              	
                The
      Tel Aviv Stock Exchange Ltd.;

              
	 	 	 	 
	 
      	
                “Meeting”

              	
                –

              	
                A
      meeting of the Debenture Holders, including a class
    meeting;

              
	 	 	 	 
	 
      	
                “Class
      Meeting”

              	
                –

              	
                A
      meeting of the Debenture Holders, who have an interest that is materially
      different from the interest of other Debenture Holders on the matter that
      is being discussed in the meeting;

              
	 	 	 	 
	 
      	
                “The
      Nominee Company”

              	
                –

              	
                The
      Israel Discount Bank Nominees Ltd.

              
	 	 	 	 
	 
      	
                “Foreign
      Currency”

              	
                –

              	
                Not
      more than one currency per each series of debentures, as shall be
      specified in the Initial Offer Report of the


              


      

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	Debentures in the
      relevant Series; 
	 	 	 	 
	 
      	
                “Foreign
      Currency Exchange Rate”

              	
                –

              	
                The
      representative exchange rate of the foreign currency published by the Bank
      of Israel, or any official exchange rate of the foreign currency in
      relation to Israeli currency that shall supersede the aforesaid
      representative exchange rate and that shall be applicable at such time
      with respect to government bonds that are linked to the exchange rate of
      the foreign currency;

              
	 	 	 	 
	 
      	
                The “Known Exchange
      Rate” on any date

              	
                –

              	
                The
      latest exchange rate determined by the Bank of Israel prior to such date.
      However, during a period in which the Bank of Israel does not customarily
      determine a representative exchange rate, the known exchange rate shall be
      the rate most recently determined by the Minister of Finance together with
      the Governor of the Bank of Israel for government bonds that are linked to
      the exchange rate of the foreign currency.

              
	 	 	 	 
	 
      	
                The
      “Basic Exchange Rate”

              	
                –

              	
                The
      known exchange rate on a given date, which shall be determined in the
      Initial Offer Report of the Debentures in the relevant
    Series;

              
	 	 	 	 
	 
      	
                The
      “Payment Exchange Rate”

              	
                –

              	
                The
      known exchange rate on the actual date of payment;

              
	 	 	 	 
	 
      	
                “Prime Interest Rate” on
      any given date

              	
                –

              	
                The
      interest rate derived from the average of the basic debit interest rate
      offered at such date by the four (4) major banks in
  Israel.

              
	 	 	 	 
	 
      	
                “Telbor Interest Rate”
      on any given date

              	
                –

              	
                Tel
      Aviv Interbank Offered Rate - The interest rate for interbank loans, which
      is calculated based on interest bids submitted by several banks in Israel,
      for a period that shall be determined in the Initial Offer Report of the
      Debentures in the relevant Series, and that appears on the Reuters data
      distribution system on Mondays through Thursdays at 13:00 or shortly
      thereafter and on Fridays at 12:00 or shortly thereafter or on any other
      source of information that shall be specified in the Initial Offer Report
      of the Debentures in the relevant
Series.

              


      

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      
        	 
      	
                “Libor Interest Rate” on
      any given date

              	
                –

              	
                The
      interest rate offered on such date on the interbank market in London for
      dollar deposits for a period that shall be determined in the Initial Offer
      Report of the Debentures in the relevant Series (week, month, six months
      etc.), as quoted at 11:00 London time or shortly thereafter on the Libor01
      Page published by the Reuters News Agency or, if this Page is replaced, as
      quoted at such time or shortly thereafter on the replacement
      page.

              
	 	 	 	 
	 
      	
                “Euribor Interest Rate”
      on any given date

              	
                –

              	
                Euro
      Interbank Offered Rate - The interest rate offered on such date on the
      interbank market for euro deposits for a period that shall be determined
      in the Initial Offer Report of the Debentures in the relevant Series, as
      quoted at 11:00 London time or shortly thereafter on the Euribor01 Page
      published by the Reuters News Agency or, if this Page is replaced, as
      quoted at such time or shortly thereafter on the replacement page, or on
      any other source of information that shall be specified in the Initial
      Offer Report of the Debentures in the relevant Series.

              
	 	 	 	 
	 
      	
                The “Basic Interest Rate”
      on any given date

              	
                –

              	
                The
      Libor or the Telbor or the Euribor or the Prime or any other basic
      interest rate that may be selected by the Company, as shall be determined
      in the Initial Offer Report of the Debentures in the relevant
      Series.

              


      

       

      
        	2.	Issuance
      of the Debentures and the Applicability of the Deed of
      Trust
	 	 	 
	 
      	
                2.1

              	
                The
      Company shall be entitled to issue:

              
	 	 	 	 
	 
      	 
      	
                2.1.1

              	
                Up
      to 5 series of Debentures (series E through I), each with a par value of
      up to NIS 2,000,000,000, registered to name and repayable (principal)
      in a number of installments that shall not fall below one and shall not
      exceed ten (10) annual installments, or that shall not fall below one and
      shall not exceed twenty (20) semi-annual installments that shall be
      consecutive and equal (with the exception of the first or the last
      installment, that may be set at a different rate) and shall be payable in
      each of the years, all as shall be specified in the Offer Report under
      which each of the Series of Debentures (“The Debentures Series E
      through I”) is initially offered. The linkage basis (or the absence
      thereof) and the type of interest (or the absence thereof) applicable to
      the principal of the Debentures in each of the aforementioned series that
      is issued will be specified 

              


      

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	in the Offer Report
      under which the aforesaid Debentures are initially offered. For details of
      the linkage bases of the Debentures in Series E through I allowed by the
      Shelf Prospectus and for details of the types of interest allowed by the
      Shelf Prospectus, see Sections 3 and 4 to the terms listed in the
      overleaf, respectively. The interest rate that shall be applicable to the
      principal of the Debentures in each of the aforementioned series that may
      be issued under the Shelf Prospectus, or the margin above or below the
      basic interest that shall be applicable to the principal of the Debentures
      in each of the aforementioned series, as appropriate, will be specified in
      the Offer Report under which these Debentures are initially offered, or
      will be determined in a bid pursuant to which the Debentures would be
      initially offered.  The interest, if any, on the principal of
      the Debentures in Series E through I will be payable every year in one
      annual installment or in two semi-annual installments or in four quarterly
      installments, all as shall be stipulated in the Offer Report under which
      these Debentures are initially offered. The dates and the number of the
      principal payments, the linkage basis (or the absence thereof), the type
      of interest, the interest rate or the manner of its determination and the
      dates of payment of the interest (or the absence of interest) with respect
      to the Debentures in Series E through I, as shall be specified in the
      Offer Report under which each of the aforesaid Series of Debentures is
      initially offered, will be determined by the Company shortly before the
      initial offering of the Debentures in the relevant Series. As to the
      Company’s right for the early redemption of the Debentures in Series E
      through I, see Section 6 to this Deed.
	 	 	 	 
	 
      	 
      	
                2.1.2

              	
                Up
      to 2 series of Debentures (series 1 through 2), each with a par value of
      up to NIS 2,000,000,000, registered to name and repayable (principal)
      in a number of installments that shall not fall below one and shall not
      exceed ten (10) annual installments, or that shall not fall below one and
      shall not exceed twenty (20) semi-annual installments that shall be
      consecutive and equal (with the exception of the first or the last
      installment, that may be set at a different rate) and shall be payable in
      each of the years, all as shall be specified in the Offer Report under
      which each of the Series of Debentures (“The Debentures Series 1
      through 2”) is initially offered. The linkage basis (or the absence
      thereof) and the type of interest (or the absence thereof) applicable to
      the principal of the Debentures in each of the aforementioned series that
      is issued will be specified in the Offer Report under which the aforesaid
      Debentures are initially offered. For details of the linkage bases of the
      Debentures in Series 1 through 2 allowed by the Shelf Prospectus and for
      details of the types of interest allowed by the Shelf Prospectus, see
      Sections 3 and 4 to the terms listed in the
  overleaf,

              


      

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	respectively. The
      interest rate that shall be applicable to the principal of the Debentures
      in each of the aforementioned series that may be issued under the Shelf
      Prospectus, or the margin above or below the basic interest that shall be
      applicable to the principal of the Debentures in each of the
      aforementioned series, as appropriate, will be specified in the Offer
      Report under which these Debentures are initially offered, or will be
      determined in a bid pursuant to which the Debentures would be initially
      offered.  The interest, if any, on the principal of the
      Debentures in Series 1 through 2 will be payable every year in one annual
      installment or in two semi-annual installments or in four quarterly
      installments, all as shall be stipulated in the Offer Report under which
      these Debentures are initially offered. The dates and the number of the
      principal payments, the linkage basis (or the absence thereof), the type
      of interest, the interest rate or the manner of its determination and the
      dates of payment of the interest (or the absence of interest) with respect
      to the Debentures in Series 1 through 2, as shall be specified in the
      Offer Report under which each of the aforesaid Series of Debentures is
      initially offered, will be determined by the Company shortly before the
      initial offering of the Debentures in the relevant Series. The Debentures
      in Series 1 through 2 shall be convertible into ordinary shares of the
      Company existing at the date of publication of the Initial Offer Report
      for each of the aforesaid series, at any day on which trade is held on the
      Stock Exchange, commencing on the day on which these Debentures are listed
      for trade on the Stock Exchange until a few days prior to the end of the
      term of the Debentures in that series, with the exception of a number of
      days preceding the determinant date for partial redemption in accordance
      with the guidelines of the Stock Exchange on the date of the Initial Offer
      Report for each of the aforesaid series, until the date on which the
      redemption is executed, this at a rate of conversion that shall not fall
      below the par value of the ordinary shares of the Company on the date of
      the Initial Offer Report of the Debentures in Series 1 though 2,
      subject to adjustments as described in Section 5.3 of the terms
      listed in the overleaf, all in the manner and under the conditions that
      shall be stipulated in the Initial Offer Report of the Debentures in each
      of the aforementioned series, in accordance with the details determined in
      this respect by the Company shortly before the initial offering of the
      Debentures in the relevant series. As to the Company’s right for the early
      redemption of the Debentures in Series 1 through 2, see Section 6 to
      this Deed.
	 	 	 	 
	 
      	 
      	
                2.1.3

              	
                In
      the event that, subsequent to the date of the initial offering of the
      Debentures in the aforesaid series, these Series of Debentures are
      expanded by the Company, the Holders of Debentures in those series that
      are issued in the 

              


      

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	framework of the
      expansion of the series will not be entitled to receive a payment on
      account of the interest on the Debentures in respect of interest periods
      that had ended prior to their issuance by the Company as aforesaid, and/or
      to receive payment on account of the principal and/or interest in respect
      of said Debentures, that had been paid by the Company prior to their
      issuance as aforesaid. 
	 	 	 	 
	 
      	
                2.2

              	The
      Company intends to publish a Shelf Prospectus not later than
      April 30, 2009, under which the Company shall be entitled to issue
      the Debentures to the public by way of Shelf Offer Reports (this section
      does not derogate from the Company’s right to offer Debentures under other
      Prospectuses and/or private placements, or in any other way under any
      law).
	 	 	 	 
	
                2.3

              	It
      is clarified that if, on the date of publication of any Offer Report the
      Trustee serves as trustee for another Series of Debentures of the Company
      and/or the Offer Report relates to more than one Series of Debentures, the
      possibility of the Trustee acting as Trustee for the additional Series of
      Debentures would be considered in light of the directives of the
      Securities Authority and/or the laws in force at such time. If another
      Trustee is appointed for any Series of Debentures as a result of the
      aforesaid, the details of such Trustee will be published in the framework
      of the relevant Offer Report.


      

       

      
        	3.	Terms
      of the Issuance; Self-Purchase
	 	 	 
	 
      	
                3.1

              	
                The
      Company shall issue the Debentures according to the conditions specified
      in the Prospectus and in the Offer Report under which the Debentures are
      initially offered.

              
	 	 	 
	 
      	
                3.2

              	
                The
      Company reserves the right to purchase at any time, within or without the
      Stock Exchange, Debentures at any price of its choosing, without prejudice
      to the obligation of repayment of the Debentures remaining in circulation
      as specified above. The Debentures that will be purchased by the Company
      will be cancelled and delisted from trade on the Stock Exchange, and the
      Company will not be allowed to re-issue them. If the purchase of the
      Debentures by the Company is carried out as part of the trade on the Stock
      Exchange, the Company will apply to the Stock Exchange Clearing House to
      withdraw the relevant Debentures.

              
	 	 	 
	 
      	
                3.3

              	
                A
      subsidiary of the Company and/or the controlling share Holder and/or
      companies under the control of the controllers of the controlling share
      Holder of the Company (“Affiliated Company”)
      are allowed to purchase and/or sell from time to time within or without
      the Stock Exchange, including by way of issuance by the Company,
      Debentures at any price of their choosing and sell them accordingly. The
      Debentures thus held by the Affiliated Company will be considered as an
      asset of the Affiliated Company, and if they are listed for trading, they
      will not be delisted from trade on the Stock
  Exchange.

              


      

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      
        	 
      	 
      	
                On
      the matter of holding Meetings of Holders of Debentures, the provisions of
      Section 2.19 of the second addendum to this Deed will
      apply.

              
	 	 	 
	 
      	
                3.4

              	
                The
      Company is allowed, at any time and from time
      to time, without needing the consent of the Debenture Holders or the
      Trustee, to issue, including to an Affiliated Company, Debentures of a
      different type and/or of different series and/or other Debentures
      securities, whether secured or unsecured, whether granting a right of
      conversion into shares of the Company or not granting such right, whether
      by public offering pursuant to a prospectus, by private placement, by a
      Shelf Offer Report or otherwise, under terms of redemption, interest,
      linkage, discounting, repayment rate in the case of liquidation and other
      conditions, as the Company sees fit, whether they are preferable to the
      terms of the Debentures issued pursuant to the prospectus, equal to them
      or inferior to them.

              
	 	 	 
	 
      	
                3.5

              	
                Without
      derogating from the foregoing, the Company is allowed, at any time and
      from time to time, without needing the consent of the Debenture Holders or
      the Trustee of each of the series, to issue, including to an Affiliated
      Company, additional Debentures from the Series offered under the Shelf
      Prospectus. The additional Debentures that will be issued, to the extent
      issued, including their conditions and resulting rights, will be identical
      and as the existing Debentures in the same series, and will together
      constitute one series for all purposes (it is clarified that in the case
      of such issuance, the offerees to which additional Debentures will be
      issued will not be entitled to payment of principal and/or interest whose
      determinant payment date preceded the issuing date). The provisions of the
      Deed of Trust of the relevant series will apply to these additional
      Debentures. The Company will publish an immediate report on such an
      issuance of additional Debentures and will apply to the Stock Exchange in
      an application to list these additional for trading these additional
      Debentures therein. In the case of expansion of the series of the
      Debentures as above, the fee of the Trustee shall be increased in
      proportion to the increase of the size of the series.

              
	 	 	 
	 
      	 
      	
                The
      Company shall inform the Trustee and the Debenture Holders of the issue of
      these additional Debentures.

              
	 	 	 
	 
      	 
      	
                This
      right of the Company does not exempt the Trustee from examining such an
      issuance, to the extent that such a duty is imposed on the Trustee by law,
      and it does not derogate from the rights of the Trustee and of the Meeting
      of the Debenture Holders according to the Deed of Trust, including their
      right to make the Debentures immediately repayable as stated in
      Section 16 of the terms listed in the overleaf.

              
	 	 	 
	 
      	
                3.6

              	
                The
      Company reserves the right to allocate the Debentures following an
      expansion of the series at a different discount rate (higher or lower)
      than the discount rate of the Debentures then in circulation (including
      due to issuance at a price that reflects a


              


      

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	different discount
      rate). The discounted allocation of the Debentures originating from
      expansion of the series of the Debentures at a rate exceeding the discount
      rate established for the Debentures before the expansion may adversely
      affect the state of the Debenture Holders.
	 	 	 
	 
      	
                3.7

              	
                The
      provisions of this Section 3 above itself do not bind the Company or the
      Debenture Holders to purchase Debentures or sell the Debentures in their
      possession.

              
	 	 	 
	 
      	
                3.8

              	
                Wherever
      the rules of the Stock Exchange apply or will apply to any action
      according to this Deed of Trust, they will have preference over the
      provisions hereof, and the dates of such an action will be determined in
      accordance with the rules of the Stock
Exchange.

              


      

       

      
        	4.	Undertakings
      of the Company
	 	 	 
	 
      	
                4.1

              	
                The
      Company undertakes hereby towards the Debenture Holders, through the
      Trustee, to pay, on the dates set thereto, all of the sums of the
      principal, the interest and the linkage differences that will be payable
      pursuant to the terms of the Debentures, and fulfill all of the other
      conditions and undertakings imposed thereupon pursuant to the terms of the
      Debentures and this Deed.

              
	 	 	 
	 
      	
                4.2

              	
                The
      Company hereby warrants that the capital raised that it will hold until
      the date of their use according to the designation of the issuance
      remuneration as stated in the relevant Shelf Offer Report, will be
      deposited and invested by the Company as it deems fit, as long as each
      investment is made in solid channels, including, but not limited to, an
      interest-bearing monetary deposit, a foreign currency deposit, Debentures
      with a rating of not less than BBB-, and so on. For this purpose, an
      investment in shares or basket certificates whose base asset is shares or
      share indices or options in the Maof or the purchase or writing of
      positions in derivatives, will not be considered as an investment in solid
      channels.

              


      

       

      
        	
                5.

              	Securing
      of the Debentures
	 	 	 
	 
      	
                5.1

              	
                The
      Debentures may or may not be secured by collateral, any pledge or
      otherwise. Information concerning the Debentures’ securing mechanism, if
      secured by collateral, any pledge or otherwise, will be provided in the
      Initial Shelf Offer Report for each of the relevant Series of
      Debentures.

              
	 	 	 
	 
      	
                5.2

              	
                Unless
      otherwise stated in the Initial Shelf Offer Report for each of the
      relevant Series of Debentures, the Company shall be allowed to pledge its
      assets, in part or in full, by any pledge and in any way, including to any
      third party, without the need for any consent from the Trustee and/or the
      Debenture Holders in any of the Series. Additionally, the Company will be
      allowed to sell, lease, assign, deliver or transfer in any other way its
      assets, in part or in full, in any way, for benefit of any third party,
      

              


      

       

      
        
          
          

        

        
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        	 	 	without the need for
      any consent of the Trustee and/or the Debenture Holders in any of the
      Series.
	 	 	 
	 
      	
                5.3

              	
                For
      the removal of doubt, it is clarified that the Trustee has no duty to
      examine, and in fact the Trustee will not examine, the need for providing
      collateral for securing the payments to the Debenture Holders. In its
      entering the engagement in this Deed of Trust, and with the consent of the
      Trustee to serve as the trustee for the Debenture Holders, the Trustee
      does not express its opinion, implicitly or explicitly, as to the ability
      of the Company to fulfill its undertakings towards the Debenture Holders
      in any of the Series.

              
	 	 	 
	 
      	 
      	
                For
      the removal of doubt, it is clarified that if the Company’s undertakings
      towards the Debenture Holders are secured by any collateral, the Trustee
      has no duty to examine, and in fact the Trustee will not examine, the
      value of the collateral. In its entering the engagement in this Deed of
      Trust, and with the consent of the Trustee to serve as the trustee for the
      Debenture Holders, the Trustee does not express its opinion, implicitly or
      explicitly, as to the value of the collateral, to the extent that
      collateral is provided, or as to the ability of the Company to fulfill its
      undertakings towards the Debenture Holders in any of the Series. In the
      event that the Debentures are secured by any collateral, the fee of the
      Trustee shall be increased as shall be agreed between the Company and the
      Trustee. The Trustee has not been requested to perform, and in fact has
      not performed a financial, accounting or legal due diligence as to the
      state of affairs of the Company or the subsidiaries and will not perform
      such due diligence when a series is taken off the
shelf.

              
	 	 	 
	 
      	 
      	
                The
      foregoing does not derogate from the duty of the Trustee by law and/or
      Deed of Trust, nor does it derogate from the duty of the Trustee (to the
      extent that this duty applies to the Trustee according to any law) to
      examine the effect of changes in the Company from the date of the
      Prospectus onwards, to the extent that these may adversely affect the
      ability of the Company to fulfill its undertakings to the Debenture
      Holders in any of the Series.

              
	 	 	 
	 
      	
                5.4

              	
                The
      Debentures in any of the Series will be in an equal pari passu degree of
      security among themselves concerning the undertakings of the Company
      pursuant to the Debentures of the same Series, without precedence or
      preference over each other.

              


      

       

      
        	
                6.

              	Early
      redemption
	 	 	 
	 
      	
                6.1

              	
                Early
      redemption initiated by the Stock Exchange - In the event that the Stock
      Exchange decides to delist from trade therein the Debentures in any of the
      Series E through I in circulation by reason of the value of the Series
      falling below the minimum amount stipulated in the Code and guidelines of
      the Stock Exchange with respect to the


              


      

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	delisting from trade
      therein and/or in the event that the Stock Exchange decides to delist from
      trade therein the Convertible Debentures in any of the Series 1 through 2
      in circulation by reason of the public’s holdings therein falling below
      the minimum amount stipulated in the Code and guidelines of the Stock
      Exchange with respect to the delisting from trade therein, the Company
      will not allow such early redemption of the Series due to the delisting
      from trade as aforesaid, unless otherwise notified by the Company in the
      Shelf Offer Report under which the Series of Debentures is initially
      issued.
	 	 	 
	 
      	 
      	
                Should
      the Company choose to allow early redemption of the Debentures as
      aforesaid, the Company will take the following
  actions:

              


      

       

      
        	 
      	 
      	
                6.1.1

              	
                Within
      forty five (45) days of the decision of the Stock Exchange on the
      delisting from trade therein, the Company will announce a date for the
      early redemption, on which the Debenture Holder would be allowed to redeem
      the Debentures. The announcement of the date of early redemption will be
      published in two (2) widely distributed daily newspapers that are
      published in Israel in Hebrew.

              
	 	 	 	 
	 
      	 
      	
                6.1.2

              	
                The
      date of early redemption of the Debentures in Series E through I with
      respect to which a delisting decision has been made as aforesaid, shall
      not be earlier than seventeen (17) days from the date of publication of
      the announcement or later than forty five (45) days of the said date, but
      shall not fall in the period between the determinant date for the payment
      of interest and the date of its actual payment.

              
	 	 	 	 
	 
      	 
      	
                6.1.3

              	
                The
      date of early redemption of the Debentures in Series 1 through 2 with
      respect to which a delisting decision has been made as aforesaid, shall
      not be earlier than thirty (30) days from the date of publication of the
      announcement or later than forty five (45) days of the said date, but
      shall not fall in the period between the determinant date for the payment
      of interest and the date of its actual payment.

              
	 	 	 	 
	 
      	 
      	
                6.1.4

              	
                On
      the date of early redemption, the Company will redeem the Debentures from
      the Series in which the Holders have requested the redemption of the
      Debentures, at their par value, with the addition of linkage differences,
      if any, and the interest accrued on the principal, with the interest being
      calculated in proportion to the period from the last date for which
      interest has been paid to the aforesaid actual date of early redemption
      (the calculation of interest for a part of a year will be based on a
      365-day year).

              
	 	 	 	 
	 
      	 
      	
                6.1.5

              	
                The
      scheduling of a date of early redemption, as above, does note derogate
      

              


      

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	from the redemption
      rights provided for in the Debentures of the same Series, of any of the
      Debenture Holders that do not redeem them on the date of early redemption
      as above, and in the case of Convertible Debentures, does not derogate
      from the conversion rights provided for therein, but the Debentures will
      be delisted from trade on the Stock Exchange and shall be, inter alia,
      subject to the consequent tax implications. 
	 	 	 	 
	 
      	 
      	
                6.1.6

              	
                The
      early redemption of the Debentures as aforesaid will not confer upon the
      Holder of Debentures of the same Series redeemed as above the right to
      receive interest in respect of the period subsequent to the date of
      redemption.

              
	 	 	 
	 
      	
                6.2

              	
                Early
      redemption initiated by the Company - The Company will be allowed to call
      for the early redemption of the Debentures in Series E through I and 1
      through to 2 offered under the Offer Report in accordance with the Shelf
      Prospectus, under the terms and according to the price, mechanism,
      schedules and the other terms stipulated by the Code and guidelines of the
      Stock Exchange, prevailing at such time, as shall be determined in the
      Initial Offer Report of the Debentures in the relevant
    Series.

              


      

       

      
        	
                7.

              	Immediate
      repayment
	 	 	 
	 
      	
                7.1

              	
                In
      one or more of the events enumerated below:

              
	 	 	 	 
	 
      	 
      	
                7.1.1

              	
                If
      the Company does not repay any sum that is due from it in connection to
      the Debentures within 45 days of the maturity of that
  sum.

              
	 	 	 	 
	 
      	 
      	
                7.1.2

              	
                A
      temporary liquidator has been appointed by a court, or if a valid
      resolution has been adopted to liquidate the Company (other than
      liquidation for merging with another company and/or restructuring of the
      Company) and this appointment or resolution is not cancelled within 30
      Business Days of being given.

              
	 	 	 	 
	 
      	 
      	
                7.1.3

              	
                If
      an attachment is imposed on some or all of the material assets of the
      Company and the attachment is not removed within 60
  days.

              
	 	 	 	 
	 
      	 
      	
                7.1.4

              	
                An
      execution action is carried out against a material asset of the Company,
      in part or in full, and the action is not cancelled within 90
      days.

              
	 	 	 	 
	 
      	 
      	
                7.1.5

              	
                If
      a receiver is appointed for the Company and/or some or all of its material
      assets, and the appointment is not cancelled within 90
    days.

              
	 	 	 	 
	 	 	 	 
	 
      	 
      	
                7.1.6

              	
                If
      the Company ceases the payments of the Debentures and/or announces its
      intent to cease the payments of the Debentures.

              
	 	 	 	 
	 
      	 
      	
                7.1.7

              	
                If
      the Company discontinues its business affairs or managing its business
      affairs, as they are from time to time, and/or announces its intent to
      cease in engaging in or managing its business affairs as shall be from
      time to time.

              


      

       

      
        
          
          

        

        
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                7.1.8

              	
                If
      another series of Debentures that the Company has issued is called for
      immediate repayment other than according to a resolution of the
      Company.

              
	 	 	 	 
	 
      	 
      	
                7.1.9

              	
                If
      an order for staying of proceedings is given or if a motion has been filed
      concerning the Company to make an arrangement with the creditors of the
      Company pursuant to Section 350 of the Companies Law (other than for
      merging with another company and/or restructuring of the Company) against
      the Company and this order or motion is not cancelled within 90 days of
      commencement thereof.

              
	 	 	 	 
	 
      	 
      	
                7.1.10

              	
                If
      the Company is wound up or struck for any reason.

              
	 	 	 	 
	 
      	 
      	
                7.1.11

              	
                A
      fundamental breach of the terms of the Debentures and the Deed of Trust,
      including if it is found that the undertakings of the Company in the
      Debentures or herein are incorrect and/or incomplete, provided a notice
      has been given to the Company to rectify the violation and the Company
      does not correct such a violation within 14 Business Days of issue of the
      notice, and provided that the payments to the Debenture Holders and/or the
      rights thereof are infringed or may be infringed as a
    result.

              
	 	 	 	 
	 
      	 
      	
                7.1.12

              	
                If
      there is material concern that the Company will discontinue the payments
      of the Debentures and/or there is material concern that it will cease
      managing its business affairs as shall be from time to
    time.

              
	 	 	 	 
	 
      	 
      	
                7.1.13

              	
                In
      the occurrence of any other event that constitutes material infringement
      and/or may cause material infringement of the rights of the Debenture
      Holders.

              
	 	 	 	 
	 
      	 
      	
                For
      the purposes of this entire section, "Material Asset" is an asset whose
      value in the books of the Company exceeds 20% of the income of the Company
      according to its last (audited) consolidated annual statements on the date
      of the event.

              
	 	 	 
	 
      	
                7.2

              	
                In
      the occurrence of any of the events listed in Section 7.1 above, the
      following provisions will apply:

              


      

       

      
        	 
      	 
      	
                7.2.1

              	
                (A)

              	
                In
      the case of any of the events in Sections 7.1.1 to 7.1.10 (inclusive)
      above, the Trustee will be required to call a Meeting of the Debenture
      Holders; or

              
	 	 	 	 	 
	 
      	 
      	 
      	
                (B)

              	
                In
      the case of any of the events in Sections 7.1.11 to 7.1.13 (inclusive)
      above, the Trustee will be allowed (but not required) to call a meeting of
      the Debenture Holders, but the Trustee will be required to call a Meeting
      of Holders by a written request of Holders of at least ten percent (10%)
      of the par value of the unsettled balance of the principal of the
      Debentures in circulation, as specified in Section 1.1 of the
    

              


      

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	 	second addendum
      hereto.


      

       

      
        	 
      	 
      	
                7.2.2

              	
                The
      date of convening the meeting, which will be called in accordance with the
      provisions of Section 7.2.1 A or B above, will be 30 days after the date
      of its calling (or a shorter term in accordance with the provisions of
      Section 7.2.5 below), whose agenda will have a resolution concerning
      calling for immediate repayment the entire unsettled balance of the
      Debentures, due to the occurrence of any of the events specified in
      Section 7.1 above, as relevant.

              
	 	 	 	 
	 
      	 
      	
                7.2.3

              	
                In
      the case that until the date of convening of the Meeting, none of the
      events specified in Section 7.1 above has been canceled or removed, and
      the Meeting of the Debenture Holders as stated resolve to call all of the
      unsettled balance of the Debentures for immediate repayment as a Special
      Resolution (as defined in the second addendum hereto), the Trustee will be
      required, within a reasonable time, to call all of the unsettled balance
      of the Debentures for immediate repayment, as long as it has given the
      Company at least 15 days written warning of its intent to do so and the
      event for which the resolution was adopted has not been canceled or
      removed within this period.

              
	 	 	 	 
	 
      	 
      	
                7.2.4

              	
                A
      copy of the
      notice for calling the Meeting will be sent by the Trustee to the Company
      as soon as the notice is published and will constitute advance written
      warning to the Company of the intent to act to call the Debentures for
      immediate repayment.

              
	 	 	 	 
	 
      	 
      	
                7.2.5

              	
                The
      Trustee is entitled, at its discretion, to reduce the count of 30 days (in
      Section 7.2.2 above) and/or the said 15 days of warning (in Section 7.2.3)
      in the case of the Trustee opining that any deferral in calling the debt
      of the Company for repayment endangers the rights of the Debenture
      Holders, but in any case the Trustee shall not do so without first
      applying to the Company in writing 7 Business Days before the date of the
      meeting, indicating the reasons for reducing the time, at the discretion
      of the Trustee in the circumstances at hand.

              
	 	 	 	 
	 
      	 
      	
                7.2.6

              	
                The Trustee will be
      responsible for reporting to the Debenture Holders of the occurrence of
      any of the events specified in Sections 7.1.11 to 7.1.13 (inclusive)
      above, whether pursuant to publications that the Company has made or
      according to a notice of the Company that will be sent to it according to
      the provisions of Section 24 below, soon after it being brought to its
      attention or delivered to it.

              


      

       

      
        	
                8.

              	Claims
      and Proceedings by the Trustee
	 	 	 
	 
      	
                8.1

              	
                Without
      derogating from any other provision of the Deed of Trust, the Trustee
      shall be allowed, at its discretion, and will be required to do so by a
      special resolution that is 

              


      

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	adopted by a meeting
      of the Debenture Holders and after issue of written notice to the Company
      immediately after the adoption of the resolution, to take all of the
      proceedings, including legal proceedings and motions for receiving orders
      as, it deems fit and subject to the provisions of the law, for enforcing
      the undertakings of the Company according to the Deed of Trust, exercising
      rights of the Debenture Holders and protection of their rights according
      to the Deed of Trust. The Trustee shall be allowed to instigate legal
      and/or other proceedings even if the Debentures are not called for
      immediate repayment, for protecting the rights of the Debenture Holders
      and subject to the law. Notwithstanding the provisions of this section,
      the right of calling for immediate repayment will apply only in accordance
      with the provisions of Section 6 of thus Deed and not pursuant to this
      section.
	 	 	 
	 
      	
                8.2

              	
                The
      Trustee is allowed, at its exclusive discretion and without a need for
      notice to the Company, to apply to the appropriate court for a motion for
      receiving orders on any matter that is related to and/or arises from this
      Deed of Trust, whether before or after the Debentures are called for
      immediate repayment.

              
	 	 	 
	 
      	
                8.3

              	
                Subject
      to the provisions of the Deed of Trust, the Trustee is allowed, but not
      compelled, to call at any time a general Meeting of the Debenture Holders
      in order to discuss and/or receive its instructions on any matter related
      to the Deed of Trust, and is allowed to call it
  repeatedly.

              
	 	 	 
	 
      	
                8.4

              	
                The
      Trustee is allowed, at its exclusive discretion, to delay the execution of
      any action thereby pursuant to this Deed of Trust, for applying to the
      Meeting of the Debenture Holders or the court until it receives
      instructions from the Meeting of the Debenture Holders and/or orders from
      the court on how to act. Notwithstanding the foregoing, the Trustee is not
      allowed to delay proceedings for calling for immediate repayment that have
      been decided upon by a Meeting of the Debenture Holders pursuant to the
      provisions of Section 7.2 hereto.

              


      

      
      

       

      
        	
                9.

              	Distribution
      of the Receipts
	 	 	 
	 
      	
                9.1

              	
                All
      of the receipts that are received by the Trustee including but not limited
      to as a result of calling the Debentures for immediate repayment and/or as
      a result of proceedings that it takes, if it takes any, against the
      Company, will be by it in the trust and will serve it for the following
      purposes and in the following order of priority:

              
	 	 	 
	 
      	 
      	
                Firstly,
      for settling all expenses, payments, duties and undertakings expended by
      the Trustee, imposed thereupon or caused due to or as a result of the
      actions of the Trust or in another manner otherwise connected to the terms
      of this Deed, including the fee thereof (on the condition that the Trustee
      does not receive a double fee from both the Company and the Debenture
      Holders); secondly – in order to pay the Debenture
  

              


      

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	Holders the arrears
      interest due to them in accordance with the terms of the Debentures and
      subject to the terms of the linkage in the Debentures, pari
      passu, in proportion to the sum of the arrears interest due to each
      of them, without preference or priority for any of them; thirdly, in order
      to pay the Debenture Holders the sums of the principal that are due to
      them pursuant to the Debentures held thereby, pari
      passu, and subject to the terms of linkage in the Debentures,
      whether the principal sums have matured or not, in proportion with the
      sums due thereto, without any preference concerning priority in time of
      issue of the Debentures by the Company or otherwise, and the surplus, if
      any, will be paid by the Trustee to the Company or the successors thereof.
      Withholding tax will be deducted at source from the payments to the
      Debenture Holders, to the extent that there is a duty to deduct it by
      law.
	 	 	 
	 
      	
                9.2

              	
                Payment
      of the sums by the Trustee to the Debenture Holders out of the receipts
      that are received thereby, will be subject to rights of other creditors of
      the Company, which precede or are equal to those of the Debenture Holders
      by law, relative to the said receipts, if there are any, in accordance
      with the provisions of the law.

              


      

       

      
        	
                10.

              	Authority
      to Delay Distribution of Money
	 	 	 
	 
      	
                10.1

              	
                Notwithstanding
      the provisions of Section 9 of this Deed, if the sum of money that is
      received as a result of taking the proceedings stated above that is
      available for distribution at any time, as stated in that section, will be
      less than ten percent (10%) of the balance of the unsettled principal of
      the Debentures and the interest, subject to the terms of the linkage in
      the Debentures, the Trustee shall not be required to distribute it and it
      will be allowed to invest the said sum, in part or in full, in investments
      that are permitted according to the Deed of Trust and replace these
      investments from time to time with other permitted investments, as it sees
      fit.

              
	 	 	 
	 
      	
                10.2

              	
                On
      the first payment date of the principal and/or the interest to the
      Debenture Holders that is paid after receipt of the sum stated in Section
      10.1 above by the Trustee, or earlier, once the aforementioned
      investments, with their profits and other sums that are received by the
      Trustee for the said purpose, reach a sum that will suffice to pay at
      least ten percent (10%) of the unsettled balance of the principal of the
      Debentures and the interest (subject to the terms of linkage in the
      Debentures), the Trustee shall pay them to the Debenture Holders as stated
      in section 9 hereof.

              
	 	 	 
	
                11.

              	
                Notice of Distribution
      and Depositing with the Trustee

              
	 	 	 
	 
      	
                11.1

              	
                The
      Trustee shall inform the Debenture Holders of the day and place on which
      any payment is made out of the payments stated in Sections 9 and 10 of
      this Deed, by 14 days prior notice that is delivered in the manner stated
      in section 24 to this Deed hereof.

              


      

       

      
        
          
          

        

        
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                11.2

              	
                After
      the day stated in the notice, the Debenture Holders will be entitled to
      interest for the Debentures in accordance with the rate stated in the
      Debentures only for the balance of the principal sum (if any) after
      deducting the sum that has been paid or offered to them for such
      payment.

              
	 	 
	
                12.

              	
                Abstention from
      Payment for a Reason that does not depend on the
      Company

              
	 	 
	 
      	
                12.1

              	
                Any
      sum that is due to the debenture Holder that is not actually paid for a
      reason that does not depend on the Company, while the Company was prepared
      to pay it, will cease to bear interest and linkage differences from the
      date stated for its payment, whereas the debenture Holder will be entitled
      only to the sums that it would have been entitled to on the date stated
      for repayment of that sum on the account of the principal, the linkage
      differences or the interest.

              
	 	 	 
	 
      	
                12.2

              	
                The
      Company will deposit with the Trustee by no later than 14 business days
      from the date stated for that payment, the sum of the payment that has not
      been paid for a reason that does not depend on the Company, and such a
      deposit will be considered as settlement of that payment, and in the case
      of settlement of all dues pursuant to the debenture, as redemption of the
      debenture.

              
	 	 	 
	 
      	
                12.3

              	
                The
      Trustee shall deposit in a bank the sums that will be transferred thereto
      as stated in Section 12.2 of this Deed, to the credit of those Debenture
      Holders and will invest it in investments permitted hereby that are
      securities of the State of Israel or other securities that the laws of the
      State of Israel permit investment of the trust money in, as the Trustee
      deems fit and subject to the provisions of the law. Should the Trustee do
      so, it will not owe the beneficiaries sums other than the remuneration
      that is received from realizing the investments less the expenses,
      commissions and mandatory payments, if any that are related to the said
      investment in managing the trust account less its fee.

              
	 	 	 
	 
      	
                12.4

              	
                The
      Trustee shall transfer to each debenture Holder for which sums and/or
      funds due to the Debenture Holders have been deposited with the Trustee,
      out of sums thus deposited, less all expenses, commissions, the mandatory
      payments and its fee, against presentation of the proof that is required
      by the Trustee, to the full satisfaction thereof.

              
	 	 	 
	 
      	
                12.5

              	
                The
      Trustee shall keep these sums and invest them in the above mentioned
      manner until one year elapses from the final redemption date of the
      Debentures. After this date, the Trustee shall transfer to the Company
      these sums, including profits that result from their investment, less its
      expenses and other expenses expended in accordance with the provisions of
      this Deed of Trust (such as service provider fees, etc.) to the extent
      that these remain in its possession on that date. The Company will keep
      these sums in trust for an additional year from the day of their transfer
      thereto by the Trustee, for the Debenture Holders that are entitled to
      those sums, and with regard to the sums that
are

              


      

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

         

        
          	 
      	
                   

                	
                  transferred
      thereto by the Trustee as stated above, the provisions of Section 12.3 of
      this Deed of Trust will apply, mutatis mutandis. Upon
      the transfer of the sums from the Trustee to the Company, to the
      satisfaction of the Trustee, the Trustee shall be exempt from payment of
      such sums to the entitled Debenture Holders. The Company will approve to
      the Trustee in writing the holding of the sums and the receipt thereof in
      trust for the said Debenture Holders, and will indemnify the Trustee for
      any claim and/or expense and/or damage of any type that it sustains due to
      and for the said money transfer, as long as the Trustee has acted
      reasonably. The Company will keep these sums in trust for the Debenture
      Holders that are entitled to these sums for an additional year from the
      day of their transfer to it from the Trustee. Sums that are not demanded
      from the Company by a Debenture Holder two years from the final repayment
      date of the Debentures will be transferred to the Company, which will be
      entitled to use the remaining sums for any
  purpose.

                


        

      

      
      

       

      
        	
                13.

              	Receipt
      from the Debenture Holders as Proof
	 	 	 
	 
      	
                13.1

              	
                A receipt from the
      Debenture Holder for the sums of the principal, the interest and the
      linkage differences that have been paid thereto by the Trustee for that
      Debenture will release the Trustee categorically in all matters related to
      payment of the sums stated on the receipt.

              
	 	 	 
	 
      	
                13.2

              	
                Until
      the end of the period specified in Section 12.5 above, a receipt from the
      Trustee concerning the deposit of the sums of the principal, the interest
      and the linkage differences in its possession to the benefit of the
      Debenture Holders as stated in this Deed will be considered as a receipt
      from the Debenture Holders for the sums specified
  therein.

              
	 	 	 
	 
      	
                13.3

              	
                The
      sums distributed as stated in Sections 9 and 10 hereof will be considered
      as payment on the account of the repayment of the
    Debentures.

              
	 	 
	
                14.

              	
                Presentation of a
      Debenture to the Trustee and Noting Concerning Partial
      Payment

              
	 	 
	 
      	
                14.1

              	
                The
      Trustee shall be entitled to demand that a Debenture Holder present to the
      Trustee, at the time of payment of any interest or partial payment of
      principal, interest and linkage differences in accordance with Sections
      8-10 hereof, the debenture for which the payments are being
      made.

              
	 	 	 
	 
      	
                14.2

              	
                The
      Trustee shall note on the Debenture a comment concerning the sums paid as
      above and the date of payment thereof.

              
	 	 	 
	 
      	
                14.3

              	
                The
      Trustee shall be entitled, in any special case, at its discretion, to
      waive the presentation of the Debentures after it is given a statement of
      indemnification letter and/or a sufficient guarantee, to its satisfaction,
      for damages that may be sustained due to not noting the said comment, as
      it deems fit. In such a case, the Company will
  not

              


      

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	assume any liability
      for the payments stated in Section 14.1 towards that
    Holder.
	 	 	 
	 
      	
                14.4

              	
                Notwithstanding
      the foregoing, the Trustee shall be entitled, at its discretion, to make
      notes in other ways concerning such partial
  payments.

              


      

       

      
        	
                15.

              	Reporting
      and Undertakings of the Company towards the Trustee
	 	 	 
	 
      	
                15.1

              	
                The
      Company hereby undertakes towards the Trustee, for as long as the
      Debentures (including linkage differences thereupon) have not been repaid,
      as follows:

              
	 	 	 	 
	 
      	 
      	
                15.1.1

              	
                To
      inform the Trustee upon its notice to the public in writing of reasonable
      concern on the part of the Company that any or all of the events specified
      in Section 7.1 above may occur and the occurrence of any or all of the
      events specified in Section 7.1 above.

              
	 	 	 	 
	 
      	 
      	
                15.1.2

              	
                To
      give to the Trustee by no later than 30 days of the date of the Initial
      Offer Report for the relevant Series an amortization table for payment of
      the Debentures (principal and interest) in an Excel
  file.

              
	 	 	 	 
	 
      	 
      	
                15.1.3

              	
                To
      inform the Trustee in a written notice signed by the Company's senior
      financial officer, within 4 Business Days, of effecting any payment to the
      Debenture Holders and the balance of the Sums that the Company will owe on
      that date to the Debenture Holders after effecting this
      payment.

              
	 	 	 	 
	 
      	 
      	
                15.1.4

              	
                To give to the
      Trustee immediately upon their publication a copy of the annual audited
      and consolidated financial statements (including the periodical statement)
      and the reviewed consolidated financial statements of the
      Company.

              
	 	 	 	 
	 
      	 
      	
                15.1.5

              	
                To
      deliver to the Trustee, immediately upon its delivery, any statement that
      it must submit to the Securities Authority.

              
	 	 	 	 
	 
      	 
      	
                15.1.6

              	
                To
      deliver to the Trustee notices concerning the purchase of Debentures by
      the Company or the subsidiary, as stated in this Deed of
      Trust.

              
	 	 	 	 
	 
      	 
      	
                15.1.7

              	
                On
      December 31 of each year, as long as the Deed of Trust is in effect, the
      Company will provide the Trustee with a confirmation signed by the CEO of
      the Company whereby to the best of his knowledge, during the period from
      the date of this Deed and/or the date of the previous confirmation
      provided to the Trustee, whichever is later, to the date of the
      confirmation, the Company has not violated the Deed of Trust (including
      violation of the terms of the Debenture), unless explicitly stated
      otherwise.

              
	 	 	 	 
	 
      	 
      	
                15.1.8

              	
                To
      give the Trustee copies of notices and invitations that the Company gives
      to the shareholders in the Company and the Debenture Holders, as stated in
      Section 24.1 hereof.

              


      

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

       

      
        	 
      	 
      	
                15.1.9

              	
                To
      cause a senior financial officer in the Company  to give, within
      a reasonable time, to the Trustee and/or the persons as he instructs, any
      explanation, document, calculation or information related to the Company,
      its business affairs and/or assets that are reasonably required for the
      purpose of inquires conducted by the Trustee for protecting the Debenture
      Holders.

              
	 	 	 	 
	 
      	 
      	
                15.1.10

              	
                To
      keep regular account books in accordance with generally accepted
      accounting principles. To keep the books and the documents used for them
      as references (including deeds of pledge, mortgage, bills and receipts)
      and allow the Trustee and/or the party that the Trustee appoints in
      writing for this purpose, to inspect at any reasonable time any such book
      and/or document and/or confirmation, to the extent required for protecting
      the Debenture Holders. The Trustee undertakes to inform whichever party is
      appointed thereby as above that the Trustee has undertaken to keep
      information that is given to it in confidence.

              
	 	 	 	 
	 
      	 
      	
                15.1.11

              	
                To
      allow the Trustee or a party that is appointed by the Trustee in writing
      for this purpose to enter its offices and anywhere where its assets may be
      found, at any reasonable time, for inspecting its assets, at the
      discretion of the Trustee, for protecting the Debenture
      Holders.

              
	 	 	 	 
	 
      	 
      	
                15.1.12

              	
                To
      summon the Trustee to all of its general meetings (whether annual general
      meetings or special general meetings of the shareholders of the Company),
      without granting the Trustee a voting right in these
    meetings.

              
	 	 	 	 
	 
      	 
      	
                15.1.13

              	
                To
      give the Trustee, upon his demand, an affidavit and/or declarations and/or
      documents and/or details and/or information, as required by the Trustee,
      in accordance with its reasonable discretion, for applying and exercising
      the authorities, powers and authorizations of the Trustee and/or its
      proxies according to this Deed of Trust.

              
	 	 	 	 
	 
      	 
      	
                15.1.14

              	
                The
      Trustee undertakes, by signing the Deed of Trust, to keep in confidence
      all information that is given to it by the Company and any information
      that the Trustee and/or its representative and/or agent and/or proxy has
      inspected and not make any use thereof other than for the fulfillment of
      its undertakings according to this Deed. Notice of the authorization of a
      representative and/or agent for the Trustee shall be given to the Company
      in advance and in writing. The Trustee declares that any representative
      and/or agent and/or proxy on its part will be committed towards the
      Trustee and towards the Company to keep in confidence the information that
      reaches it in its activities for the Trustee. It is clarified that subject
      to the law, the transfer of the relevant information only to the Debenture
      Holders for making a decision that is related to their rights
      in

              


      

       

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

        
          	 
      	 
      	
                   

                	
                  accordance
      with the Debentures or for giving a report on the state of the Company
      does not constitute a violation of its undertaking for
      confidentiality.

                


           

        

      

      
        
          	
                  16.

                	
                  Additional
      Undertakings

                
	 	 
	 
      	
                  16.1

                	
                  After
      and to the extent that the Debentures are
      called for immediate repayment, as defined in Section 7 hereof, the
      Company will perform, from time to time and at any time it is required to
      do so by the Trustee, all of the reasonable actions in order to provide
      for the exercising of all of the authorities granted to the Trustee, and
      in particular the Company will perform all of the following actions, to
      the extent that they are
reasonable.

                


        

         

        
          	 
      	 
      	
                  16.1.1

                	
                  It
      will declare the declarations and/or sign all of the documents and/or
      execute and/or have executed all of the actions that are necessary and/or
      required by law for validating the exercise of the authorities, the powers
      and the authorizations of the Trustee and/or the agent
      thereof.

                
	 	 	 	 
	 
      	 
      	
                  16.1.2

                	
                  It
      will give all of the notices, the orders and the instructions that the
      Trustee considers beneficial and will demand them.

                
	 	 	 	 
	 
      	 
      	
                  16.1.3

                	
                  For
      the purposes of this section – a written notice signed by the Trustee that
      confirms that an action that is required thereby, within his authorities,
      is a reasonable action, will constitute prima facie evidence
      thereof.

                


        

        


        
          	
                  17.

                	Agents
	 
      	 
      	
                  17.1

                	
                  The
      Company hereby irrevocably
      appoints the Trustee as its agent, to effect and execute on its behalf and
      in its place all of the actions that it will be required to execute
      according to the conditions of this Deed, and in general to act on its
      behalf with regard to the actions that the Company is required to perform
      according to this Deed, which it has not performed, or exercise some of
      the authorities granted thereto, and appoint any other person as the
      Trustee deems fit for performing its duties according to this Deed,
      subject to the Company not having performed the actions that it must
      perform pursuant to the terms of this Deed within a reasonable time from
      the date of the demand of the Trustee, provided it has acted in good faith
      and reasonably.

                
	 	 	 	 
	 
      	 
      	
                  17.2

                	
                  The
      appointment pursuant to Section 17.1 above does not bind the Trustee to
      perform any action.

                


        

         

        
          	
                  18.

                	
                  Other
      agreements

                
	 	 	 
	 
      	 
      	
                  Subject
      to the provisions of the law and the restrictions imposed on the Trustee
      by law, the performance of the duty of the Trustee according to this Deed
      or pursuant to its status as a Trustee will not prevent it from
      associating with the Company by various contracts or executing
      transactions with it within the normal course of its business
      affairs.

                


        

         

        
          
            
            

          

          
            -23-

            
              

            

          

          
            
            

          

        

         

        
          	
                  19.

                	
                  Reporting by the
      Trustee

                
	 	 	 
	 
      	
                  19.1

                	
                  The
      Trustee shall prepare, within three months of the end of each Trust year,
      an annual report on the trust affairs (the “Annual
      Report”)

                
	 	 	 
	 
      	
                  19.2

                	
                  The
      Annual Report will include a breakdown of the following subjects: current
      details of the course of affairs of the Trust in the elapsing year; a
      report on extraordinary events concerning the Trust that have occurred
      during the elapsing year.

                
	 	 	 
	 
      	
                  19.3

                	
                  The
      Debenture Holders will be allowed to review the Annual Report in the
      offices of the Trustee during acceptable business hours and will be
      allowed to receive a copy thereof upon demand. A copy of the report will
      be provided to the Company along with it being made available for review
      by the Debenture Holders.

                
	 	 	 
	 
      	
                  19.4

                	
                  The
      Trustee shall give the Debenture Holders notice of the date of submission
      of the report as stated in Section 24 hereof. Should the Trustee learn of
      a material violation hereof on the part of the Company, it will inform the
      Debenture Holders of the violation and of the steps that it has taken for
      preventing it or for fulfilling the undertakings of the Company, as
      relevant.

                


        

         

        
          	
                  20.

                	
                  Fee and coverage of
      expenses of the Trustee

                
	 	 	 
	 
      	
                  20.1

                	
                  The
      Company shall pay the Trustee for its services hereby as elaborated below
      - in respect of each Series of Debentures for which it shall serve as
      Trustee:

                
	 	 	 


        

         

        
          	 	 
      	
                  20.1.1

                	
                  For
      the first year of Trust, i.e. until 12 months from the date of the issue
      of the relevant Debentures, a sum of NIS 12,000. This sum will be paid
      within 30 days of the end of the month on which the Company has received
      from the Trustee a proforma invoice for this payment. The Trustee will be
      allowed to provide the Company with a proforma invoice within one business
      day of publishing the results of the issue.

                
	 	 	 	 
	 	 
      	
                  20.1.2

                	
                  For
      each of the years from the second year (i.e. from the end of 12 months
      from the date of issue of the relevant Debentures) in which Debentures
      will be in circulation and not yet paid up, a sum of NIS 10,000, linked to
      the index known on the date of publication of the Prospectus, but in any
      case the sum will not be less than the sum specified above (“the Annual Fee”). The
      Annual Fee will be paid to the Trustee within 30 days of the end of the
      month on which the Company received from the Trustee a proforma invoice
      for the Annual Fee. The Trustee will be allowed to provide the Company a
      proforma invoice at the beginning of each year of Trust. The Annual Fee
      shall be paid to the Trustee for the period through to the end of the term
      of the Trust hereby even if a receiver and/or administrative receiver is
      appointed for the Company and/or if the Trust hereby is managed under the
      supervision of a court.

                


        

         

        
          
            
            

          

          
            -24-

            
              

            

          

          
            
            

          

        

         

        
          	 	 
      	
                  20.1.3

                	
                  If
      the tenure of the Trustee expires, as stated in Section 28 below, the
      Trustee will not be entitled to payment of the fee thereof from the day of
      the expiry of its tenure. If the tenure of the Trustee expires during the
      Trust year, the fee that was paid for the months for which the Trustee did
      not serve as the trustee of the Company will be refunded. It is clarified
      that this refund will not apply to the first year of
  Trust.

                


        

         

        
          	 	
                  20.2

                	
                  The
      Trustee is
      entitled to a refund of reasonable expenses incurred within the
      performance of its duty and/or by the authorities granted thereto hereby,
      including for publications in the press, as long as for the expenses of an
      expert opinion, as elaborated in Section 21.2 below, the Trustee will give
      advance notice of its intent to receive an expert
  opinion.

                
	 	 	 
	 	
                  20.3

                	
                  The Trustee is
      entitled to additional payment, for an action that results from a
      violation hereof by the Company or for an action of calling the Debenture
      for immediate repayment and for special actions that it will be required
      to perform, if required, for fulfillment its duties hereby, without
      prejudice to the entirety of this Section 20.

                
	 	 	 
	 	 
      	
                  It
      is agreed hereby between the parties that the Trustee will be entitled to
      a fee of 120 US dollars for each hour of work that is required as stated
      above.

                
	 	 	 
	 	
                  20.4

                	
                  For
      each annual meeting of shareholders or Meeting of Debenture Holders that
      the Trustee participates in, an additional fee of NIS 500 per meeting will
      be paid, linked to the Index in accordance with the provisions of Section
      20.1.2 above.

                
	 	 	 
	 	
                  20.5

                	
                  If
      changes occur
      in the provisions of the Law whereby the Trustee will be required to
      perform actions and/or checks and/or prepare additional reports, the
      Company undertakes to bear all of the reasonable expenses that the Trustee
      incurs as a result, including reasonable fee for these actions. The
      Trustee will inform the Company in advance and in writing before incurring
      the expenses, of changes as stated in this section.

                
	 	 	 
	 	
                  20.6

                	
                  VAT,
      if charged, will be added to the payments that are due to the Trustee
      pursuant to the provisions of this section and will be paid by the
      Company. The Trustee will transfer to the Company a tax invoice for these
      payments, within 14 days of the date of payment thereof to the Trustee by
      the Company.

                


        

         

        
          	
                  21.

                	
                  Special
      Authorities

                
	 	 
	 
      	
                  21.1

                	
                  The
      Trustee shall be entitled to deposit all of the deeds and documents that
      attest, represent and/or determine its right concerning any asset then in
      its possession, in a safe and/or in any other place of its choice, in the
      possession of any banker and/or any banking company and/or an
      advocate.

                


        

         

        
          
            
            

          

          
            -25-

            
              

            

          

          
            
            

          

        

         

        
          	 
      	
                  21.2

                	
                  The
      Trustee is entitled, within the performance of the Trust affairs hereby,
      to order the opinion and/or advice of any advocate, certified public
      accountant, appraiser, assessor, surveyor, mediator or other expert,
      whether such an opinion and/or advice has been prepared at the request of
      the Trustee and/or by the Company and shall be allowed to act in
      accordance with its conclusions. The Trustee shall allow the Company to
      review any such opinion that the Company as paid for, upon demand. The
      provisions of this section do not exempt the Trustee of its responsibility
      by law.

                
	 	 	 
	 
      	
                  21.3

                	
                  Any
      such advice and/or opinion may be given, sent or received by a letter,
      telegram, facsimile and/or any other electronic data transfer
      medium.

                
	 	 	 
	 
      	
                  21.4

                	
                  The
      Trustee shall not be required to inform any party of the signing of this
      Deed of Trust and is not allowed to intervene in any way in the management
      of the business or affairs of the Company other than pursuant to the
      authorities that have been granted to the Trustee
  herein.

                
	 	 	 
	 
      	
                  21.5

                	
                  The
      Trustee shall faithfully use the powers, authorizations and authorities
      granted thereto hereby in good faith and reasonably.

                
	 	 
	
                  22.

                	
                  Authority of the
      Trustee to Employ Proxies

                
	 	 
	 
      	
                  The
      Trustee shall be entitled to appoint a proxy/ies for acting in its place,
      whether an advocate or another party, in order to perform or participate
      in the performing of special actions that must be performed concerning the
      Trust, including, but not limited to, taking legal proceedings. In
      addition, the Trustee shall be entitled to settle, at the expense of the
      Company, the reasonable fee of any such proxy, and the Company will return
      to the Trustee immediately upon the first demand thereof any such
      reasonable expense, on the condition that the Trustee gives the company
      advance notice of such appointment of proxies.

                
	 	 
	 
      	
                  The
      Company will be allowed to object to such an appointment on reasonable
      grounds, including in the case of the proxy competing directly or
      indirectly with the business of the Company.

                
	 	 
	 
      	
                  The
      Trustee is allowed at any time to delegate from the Trusteeships, powers,
      authorizations and authorities granted thereto hereby, in part or in full,
      to another person or persons, and any such delegation will be made under
      the conditions and instructions (including permission for a proxy to
      appoint a proxy) that the Trustee deems suitable, but such delegation of
      authority will not release the Trustee from any responsibility assumed
      thereby in case the authorities were not delegated.

                
	 	 
	 
      	
                  Such
      proxies and/or delegates will be bound by the confidentially provisions
      stated in Section 15.1.4 above.

                


        

         

        
          
            
            

          

          
            -26-

            
              

            

          

          
            
            

          

        

         

        
          	
                  23.

                	
                  Indemnification of the
      Trustee

                
	 	 	 
	 
      	
                  23.1

                	
                  The
      Trustee shall be entitled to receive indemnification from the Debenture
      Holders or from the Company, as relevant, for reasonable expenses that it
      has incurred and/or will incur in connection with the actions that it has
      performed or must perform pursuant to its duty hereby, and/or by law
      and/or by order of a competent authority and/or any statute and/or upon
      the demand of the Debenture Holders and/or according to the demand of the
      Company. Notwithstanding the above, it is clarified and agreed hereby
      that:

                


        

         

        
          	 
      	 
      	
                  23.1.1

                	
                  The
      Trustee shall not be entitled to demand such indemnification in advance on
      a matter that is urgent.

                
	 	 	 	 
	 
      	 
      	
                  23.1.2

                	
                  The
      Trustee shall be entitled to indemnification for liability for torts, in
      the case of being found thus liable by a final court ruling or a concluded
      settlement towards a third party that is not one of the Debenture
      Holders.

                


        

         

        
          	 
      	
                  23.2

                	
                  The
      Indemnification right detailed in section 23.1 above will be subject to
      the following terms:

                
	 	 	 	 
	 
      	 
      	
                  23.2.1

                	
                  The
      expenses for liability for damages are reasonable.

                
	 	 	 	 
	 
      	 
      	
                  23.2.2

                	
                  The
      Trustee acted in good faith and the appropriate care, and the action was
      preformed within the fulfillment of its duty, according to the provisions
      of law and this Deed.

                


        

         

        
          	 
      	
                  23.3

                	
                  Subject
      to the provisions of Sections 23.1 and 23.2 above, without prejudice to
      the rights to compensation and indemnification that are granted to the
      Trustee by law and/or the commitments of the Company and the Debenture
      Holders hereby, the Trustee, its proxy, manager, agent or other person
      appointed by the Trustee hereby will be entitled to receive
      indemnification out of the sums that are received by the Trustee out of
      the proceedings taken and/or otherwise hereby, concerning undertakings
      that they have assumed, concerning expenses they incurred due to
      the  performance of the Trust or related to such actions, which
      in their opinion were required for executing the aforesaid and/or
      concerning the exercising of authorities and authorizations granted hereby
      and concerning all kinds of legal proceedings, opinions of advocates and
      other experts, negotiations, discussions, expenses, claims and demands
      concerning any matter and/or thing that are made and/or not made in any
      way concerning the subject matter, and the Trustee may withhold the funds
      that are in its possession and pay out of them the sums that are necessary
      for payment of the said indemnification. The said sums will take
      precedence over the rights of the Debenture Holders, subject to the
      provisions of the law.

                
	 	 	 
	 
      	
                  23.4

                	
                  For
      as long as the Trustee is required pursuant to the terms hereof an/or any
      statute and/or an order of a competent authority and/or the law and/or
      upon the demand of the 

                


        

         

        
          
            
            

          

          
            -27-

            
              

            

          

          
            
            

          

        

         

        
          	 	 	Debenture Holders
      and/or the demand of the Company to perform any action, including, but not
      limited to instigating proceedings or filing claims upon the demand of the
      Debenture Holders, as stated herein, the Trustee shall be allowed to
      abstain from taking any such action until it receives, to its
      satisfaction, a letter of indemnification from any or all of the Debenture
      Holders, and if the action is performed owing to a demand of the Company,
      from the Company, for any liability for damages and/or expenses that may
      be incurred by the Trustee and by the Company or either of them, due to
      performing such an action. It is clarified that the foregoing does not
      exempt the Trustee from taking an urgent action that is required for
      preventing material infringement to the rights of the Debenture
      Holders.
	 	 	 
	 
      	
                  23.5

                	
                  Notwithstanding the provisions of
      this Section 23, as long as the trustee deems it right for protecting
      and/or exercising the rights of the Debenture Holders, and/or it is
      required hereby and/or by law and/or by an order of a competent authority
      and/or any statute and/or upon the demand of the Company and/or the
      Debenture Holders, to take legal proceedings, in the case of taking such
      an action due to a demand of the Company, the Company will deposit in the
      hands of the Trustee a sum that will be determined by the Trustee as the
      expected sum of the expenses of the Trustee concerning the proceedings. In
      any other case, the Trustee shall immediately call a Meeting of Debenture
      Holders in order to confirm their responsibility for covering the expenses
      involved in proceedings that the Trustee takes. In the case of the
      Debenture Holders refusing to assume the expenses involved in taking
      proceedings by the Trustee, the Trustee shall assume no duty to take such
      proceedings. In addition, all of the sums that are received from the
      realization proceedings will also be used for refunding and covering
      expenses that the Debenture Holders thus undertake to bear. It is
      clarified that the foregoing does not exempt the Trustee from taking an
      urgent action that is required for preventing material infringement of the
      rights of the Debenture Holders. The consent of the Debenture Holders as
      above does not release the Company from its undertakings to bear and to
      cover all of the expenses involved in the taking of proceedings as
      aforesaid, to the extent that such expenses are applicable to the Company
      under the provisions of any law or this Deed.

                
	 	 	 
	 
      	
                  23.6

                	
                  The
      Trustee is entitled to order the Company in writing to transfer to the
      Trustee part of the payment that is due by the Company to the Debenture
      Holders, for the purpose of financing proceedings and/or expenses and/or
      the Trustee’s fees as aforesaid. The Company will act in accordance with
      the Trustee’s notice and will be deemed as having fulfilled its
      undertakings towards the Debenture Holders if it proves that it has
      transferred the required amount in full to the account whose details have
      been specified in the Trustee’s
notice.

                


        

         

        
          
            
            

          

          
            -28-

            
              

            

          

          
            
            

          

        

         

        
          	
                  24.

                	
                  Notices

                
	 	 	 
	 
      	
                  24.1

                	
                  Any
      notice from the Company and/or the Trustee to the Debenture Holders, as
      relevant, shall be given as follows:

                
	 	 	 
	 
      	 
      	
                  24.1.1

                	
                  By
      reporting in the MAGNA system of the Securities Authority; the Trustee is
      allowed to instruct the Company and the Company will be required to report
      forthwith in the MAGNA system on behalf of the Trustee any report in the
      format as forwarded in writing by the Trustee to the Company); and
      by

                
	 	 	 	 
	 
      	 
      	
                  24.1.2

                	
                  A
      notice that will be published in two widely distributed daily newspapers
      that are published in Israel in Hebrew;

                
	 	 	 	 
	 
      	 
      	 
      	
                  Any
      notice or demand from the Trustee to the Company may be given by a letter
      that is sent by registered mail to the address stated herein, or to any
      other address that the Company informs the Trustee of in writing, or by
      transmission by facsimile or by courier and any such notice or demand will
      be considered as having been received by the Company: (1) in the case of
      sending by registered mail – three business days from the day of mailing
      thereof; (2) in the case of transmission by facsimile (along with a
      telephone check of receipt thereof) – one business day from the day of its
      transmission; (3) and in the case of sending by courier – upon its
      delivery by the courier to the addressee or the offering thereof to the
      addressee for receipt, as relevant.

                
	 	 	 
	 
      	
                  24.2

                	
                  Any
      notice or demand from the
      Company to the Trustee may be given by a letter that is sent by registered
      mail to the address stated herein, or to another address that the Trustee
      informs the Company of in writing, or by transmission by facsimile or by
      electronic mail (“email”) or by courier and any such notice or demand will
      be considered as having been received by the Trustee: (1) in the case of
      sending by registered mail – three business days from the day of mailing
      thereof; (2) in the case of transmission by facsimile or email (along with
      a telephone check of receipt thereof) or of sending by courier – upon its
      delivery by the courier to the addressee or the offering thereof to the
      addressee for receipt, as relevant.

                
	 	 	 
	 
      	
                  24.3

                	
                  Copies
      of notices and invitations that the Company gives to the Debenture Holders
      will also be sent by the Company in an Immediate Report, a copy of which
      will be given to the Trustee.

                


        

        


        
          	
                  25.

                	
                  Waiver; Settlement;
      and Changes in the Terms of the Deed of Trust

                
	 	 	 
	 
      	
                  25.1

                	
                  Subject to the provisions
      of the Law and the regulations promulgated and/or that will
      be  promulgated thereby, the Trustee shall be allowed, from time
      to time and at any time, if it is convinced that this does not in its
      opinion infringe upon the rights of the Debenture Holders, to waive any
      violation or non-fulfillment of any of the terms hereof
  

                


        

         

        
          
            
            

          

          
            -29-

            
              

            

          

          
            
            

          

        

         

        
          	 	 	by the Company, as
      long as these do not relate to the terms of repayment of the Debentures
      and the grounds for calling for immediate repayment as specified in
      Section 7 hereof.
	 	 	 
	 
      	
                  25.2

                	
                  Subject
      to the provisions of the Law and the regulations promulgated and/or that
      will be promulgated thereby, the Trustee is allowed, whether before or
      after the principal of the Debentures is called for immediate repayment,
      to settle with the Company concerning any right or claim of the Debenture
      Holders and agree with the Company to any arrangement concerning the
      rights of the Debenture Holders, including waiving any right or claim of
      the Debenture Holders towards the Company hereby. If the Trustee settles
      with the Company after having received prior approval of the Debenture
      Holders as stated above, the Trustee shall be exempt of liability for this
      action, as approved by the general Meeting. The foregoing does not exempt
      the Trustee from responsibility for its actions until the date of making a
      decision of the Meeting of the Holders and/or its actions concerning its
      application.

                
	 	 	 
	 
      	
                  25.3

                	
                  Subject
      to the provisions of the Law and the regulations promulgated and/or to be
      promulgated thereby, the Trustee and the Company may, whether before or
      after the principal of the Debentures is called for immediate repayment,
      change the Deed of Trust (including a change in the conditions of the
      Debentures), if one of the following is
  fulfilled:

                


        

        


        
          	 
      	 
      	
                  25.3.1

                	
                  The
      Trustee is satisfied that the change does not adversely affect the
      Debenture Holders.

                
	 	 	 	 
	 
      	 
      	
                  25.3.2

                	
                  The
      Debenture Holders have agreed to the proposed change, by a special
      decision as specified in Sections 2.4 and 2.10 of the second addendum
      hereinafter.

                


        

        


        
          	 
      	
                  25.4

                	
                  The
      Trustee shall be entitled, at the request of the Company from time to
      time, to make changes in the Deed of Trust and/or in the Debentures, as
      required by a Securities Authority and/or the Stock Exchange and/or any
      other governmental authority, for the purpose of listing the Debentures
      for trade on the Stock Exchange, as long as the Trustee is satisfied that
      the change does not cause a material adverse effect to the Debenture
      Holders.

                
	 	 	 
	 
      	
                  25.5

                	
                  The
      Company shall give the Debenture Holders a notice of any such change, in
      accordance with Section 24 hereof, as soon as possible after its
      execution.

                
	 	 	 
	 
      	
                  25.6

                	
                  The
      general meetings as stated in this section above will be convened, as
      stated in the second addendum hereto.

                
	 	 	 
	 
      	
                  25.7

                	
                  In
      any case of use of the right of the Trustee in accordance with this
      section above, the Trustee shall be entitled to demand that the Debenture
      Holders give to it or to the 

                


        

         

        
          
            
            

          

          
            -30-

            
              

            

          

          
            
            

          

        

        
          	
                	 	 
	 
      	
                   

                	
                  Company
      their certificates, for noting a comment concerning any such settlement,
      waiver, change or amendment and according to the demand of the Trustee,
      the Company shall note such a comment in the certificates that are given
      to it. In any case of use of the right of the Trustee pursuant to this
      section, the Trustee shall announce this, within a reasonable time, in
      writing, to the Debenture Holders.

                


           

        

        
          	
                  26.

                	
                  Register of Debenture
      Holders and Transfer of Debentures

                
	 	 
	 
      	 
      	
                  26.1.1

                	
                  The
      Company shall keep and maintain in its Registered office a register of the
      Debenture Holders, listing the names of the Debentures Holders, their
      addresses and the number and par value of the Debentures registered to
      their name. The register will also list any transfer of title to the
      Debentures. The Trustee and any Debenture Holder will be entitled, at any
      reasonable time, to inspect this Register. The Company is entitled to
      close the register from time to time or for a period or periods that do
      not exceed an aggregate of thirty (30) days a year.

                
	 	 	 	 
	 
      	 
      	
                  26.1.2

                	
                  The
      Company will not be required to note in the Registers of Debenture Holder
      any notice concerning explicit, implicit or putative Trust, or
      hypothecation or pledging of any kind or any equity, claim or offset right
      or any other right, concerning the Debentures. The Company will only
      recognize the ownership by the person whose name the Debentures are listed
      under, as long as the legal heirs, administrators of estate or executors
      of the will of the registered owner or any person who will be entitled to
      the Debentures due to the bankruptcy of any registered owner (and in the
      case of a corporation - due to the liquidation thereof) will be entitled
      to register as the Holders thereof, after giving evidence that in the
      opinion of the Company is satisfactory for proving the right of any of the
      above to be registered as the Holder
thereof.

                


        

        


        
          	
                  27.

                	
                  Release

                
	 	 
	 
      	
                  Once
      it is proved to the satisfaction of the Trustee that all of the Debentures
      have been paid up, redeemed or when the Company deposits in the trust of
      the Trustee sums of money that are enough for redeeming all of the
      Debentures, and once it is proved to the satisfaction of the Trustee that
      all of the undertakings and expenses made or sustained by the Trustee
      concerning the Deed of Trust and the instructions thereof have been fully
      paid up, the Trustee shall be required, upon the first demand of the
      Company, to act with the sums that have been deposited for Debentures
      whose redemption is not required according to the conditions stated
      herein.

                
	 	 
	
                  28.

                	
                  Appointment of a New
      Trustee and Expiry of the Tenure of the
  Trustee

                


        

        
           

          
            	 	
                    28.1

                  	
                    The
      provisions of the Securities Law will apply to the tenure of the Trustee
      and the expiration thereof and the appointment of a new Trustee. Subject
      to the provisions of the Law, the Trustee and any Trustee replacing it
      will be entitled to resign from their


                  


          

           

           

        

        
          
            
            

          

          
            -31-

            
              

            

          

          
            
            

          

        

         

        
          	 	 	functions as
      Trustees after giving written notice to the Company three (3) months in
      advance, elaborating the reasons for resignation.
	 	 	 
	 	
                  28.2

                	
                  The
      resignation will take effect only after it is confirmed by the court, from
      the day established in the confirmation. In the case of such resignation
      or in the case of expiry of the tenure of the Trustee, the court is
      entitled to appoint another Trustee instead of the Trustee, for a period
      and under conditions as it deems fit.

                
	 	 	 
	 	
                  28.3

                	
                  The
      court will be entitled to dismiss a Trustee if it does not fulfill its
      duty properly or if the court finds another reason for the dismissal
      thereof.

                
	 	 	 
	 	
                  28.4

                	
                  The
      Holders of ten percent (10%) of the unsettled balance of the Debentures
      are entitled to call a general meeting of the Debenture certificate
      Holders owners. Each Meeting thus convened is allowed to decide, according
      to a vote of Holders of at least fifty percent (50%) of the unsettled
      balance of the Debentures, for the transfer of Trustee from its
      duty.

                
	 	 	 
	 	
                  28.5

                	
                  The
      Securities Authority is allowed to apply to the Court with a motion to
      conclude the tenure of the Trustee, in accordance with Section 35 N of the
      Law.

                
	 	 	 
	 	
                  28.6

                	
                  The
      Trustee and the Company will submit an immediate report to the Securities
      Authority of any such event in this section, concerning the tenure of the
      Trustee.

                
	 	 	 
	 	
                  28.7

                	
                  Each
      new trustee will have the same powers, authorities and other
      authorizations and may act in all senses as though appointed as the
      Trustee from the outset, subject to the provisions of Section 35 N of the
      Law.

                
	 	 	 
	 	
                  28.8

                	
                  The
      Trustee shall transfer to the new Trustee all of its records concerning
      the Debenture Holders, if there are any, information about the payments
      made by the Trustee through to that time, if such were effected, any
      report and any information given hereby and any information that is
      reasonably required for the new Trustee, and the Trustee shall transfer to
      the new Trustee any sum that will be held thereby at that time concerning
      the Debentures.

                


        

         

        
          	
                  29.

                	
                  Meeting of Debenture
      Holders

                
	 	 
	 
      	
                  Meetings
      of the Debenture Holders will be managed, as stated in the second addendum
      hereto.

                
	 	 
	
                  30.

                	
                  Investments of
      Funds

                
	 	 
	
                  30.1

                	
                  All
      sums that the
      Trustee is allowed to invest hereby will be invested thereby in bank/s, in
      its name or to its order, in investments that the laws of the State of
      Israel permit investing trust funds in, as it deems suitable, subject to
      the terms hereof and the provisions of the law, as long as any investment
      in securities will be in securities that have been given a rating of not
      less than AA. If the Trustee has done so, it will not
  owe

                


        

         

        
          
            
            

          

          
            -32-

            
              

            

          

          
            
            

          

        

        
          	
                   

                	
                  the
      beneficiaries of these sums other than the remuneration received from
      realizing the investments less the expenses related to this investment and
      managing the trust accounts, the commissions, after deducting the
      mandatory payments imposed on the trust account. Out of these sums, the
      Trustee shall transfer sums to the Debenture Holders that are entitled
      thereto, as soon as possible after the Trustee is provided proof and
      confirmations of their right to these sums to the full satisfaction of the
      Trustee, after deducting its expenses and commission at the rate that is
      generally employed thereby at that
time.

                


        

        
          	 	 
	
                  31.

                	
                  Applicability of the
      Law

                
	 	 
	 
      	
                  This
      Deed and the Debentures are subject to Israeli law. On any matter that has
      not been mentioned herein and in any case of a contradiction between the
      provisions of the law and this Deed, the parties will act in accordance
      with the provisions of Israeli law. In any case of a contradiction between
      the provisions described in the Prospectus concerning this Deed and/or the
      Debentures, the provisions hereof will take precedence.

                
	 	 
	
                  32.

                	
                  Exclusive
      Jurisdiction

                
	 	 
	 
      	
                  The
      only court that will be authorized for hearing matters related hereto and
      to the Debentures attached as an appendix hereto will be competent court
      in Tel Aviv Yaffo.

                
	 	 
	
                  33.

                	
                  General

                
	 	 
	 
      	
                  Without
      derogating from the other provisions hereof and of the Debentures, any
      waiver, extension, accommodation, silence, abstention from action (“waiver”) on the part of
      the Trustee concerning the non-fulfillment or partial or incorrect
      fulfillment of any of the undertakings towards the Trustee hereby and in
      accordance with the Debenture will not be considered as a waiver by the
      Trustee of any right but as limited consent for the particular instance on
      which it has been given. Without derogating from the other provisions
      hereof and the Debenture, any change in the undertakings to the Trustee
      necessitates receipt of the prior written consent of the Trustee. Any
      other consent, whether oral or by waiver or abstention from action or in
      any way that is not in writing, will not be considered as any consent. The
      rights of the Trustee hereby are independent and unconditional of each
      other and are in addition to any right that the Trustee has and/or will
      have by law and/or agreement (including this Deed and the
      Debenture).

                
	 	 
	
                  34.

                	
                  Addresses

                
	 	 
	 
      	
                  The
      addresses of the parties will be as specified in the preamble hereto, or
      any other address for which an appropriate written notice is given to the
      counterparty.

                
	 	 
	
                  35.

                	
                  Certification for
      MAGNA

                
	 	 
	 
      	
                  In
      accordance with the provisions of the Securities Regulations (Signing and
      Electronic 

                


        

         

        
          
            
            

          

          
            -33-

            
              

            

          

          
            
            

          

        

         

        Reporting) 5763 2003, the
Trustee hereby approves that the competent party of the Company report
electronically to the Securities Authority of this Deed of Trust.

         

        In witness whereof the
parties have set their hands hereunto

         

        
          	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  Cellcom
      Israel Ltd.    

                	 	 	
                  Hermetic Trust (1975)
      Ltd.

                	 
	
                   

                	 	 	
                   

                	 


        

      

    

     

    I,
the undersigned, Tamar Enav, Adv., confirm that this Deed of Trust has been
signed by Cellcom Israel Ltd. by Messrs. Tal Raz and Liat Menachemi Stadler and
that their signature binds the Company concerning this Deed of
Trust.

     

    
       

      
        	 	 	 	 	 
	
                 

              	 	 	
                 

              	 
	
                Tamar Enav, Adv.

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

       

      
        
          
          

        

        
          -34-

          
            

          

        

        
          
          

        

      

    

     

    
      


       

      Cellcom
Israel Ltd.

      First
Addendum

       

      Certificate
of Debentures (Series E through I) and Debentures (Series 1 through
2)

       

      Issued
hereby is a Debenture that is repayable in __* annual installments in the years
____ to _____* (inclusive) and bears annual interest and linkage differences as
stated below.

       

       

      Registered
to name Debentures

       

      Certificate
No. ______________

       

      Annual
interest rate ____%

       

      Part
value of this Debenture: NIS ______________

       

       

      
        	
                 
      

              	
                This
      certificate attests that Cellcom Israel Ltd. (hereinafter: “the Company”) shall pay
      on [date_______*/ dates_______*] in each of the years _____* through
      _____* (inclusive) __% of the par value of this Debenture to the Debenture
      Holder on the determinant date for such payment, all subject to the terms
      listed in the overleaf and in the Deed of
Trust.

              


      

       

       

      
        	
                1.

              	
                This
      Debenture bears interest at the annual interest rate specified above and
      is payable on the dates, all subject to the terms listed in the overleaf.
      The Debenture will be [linked/unlinked], all subject to the terms listed
      in the overleaf.

              


      

       

       

      
        	
                2.

              	
                The
      last installment will be made against delivery of the Debenture to the
      Company at its registered office or anywhere else as advised by the
      Company, not later than five (5) Business Days before the payment becomes
      due under the terms of the
Debentures.

              


      

       

       

      
        	
                3.

              	
                This
      Debenture is issued as part of a Series of Debentures under terms that are
      identical to the terms of this Debenture, which is issued pursuant to the
      Deed of Trust (hereinafter: the “Deed of Trust”) from
      March 31, 2009 that has been signed between the Company and Hermetic
      Trust (1975). It is clarified that the provisions of the Deed of Trust
      will form and integral part of the provisions of this Debenture and will
      be binding to the Company and to the Holder of Debentures included in said
      Series.

              


      

       

       

      
        	
                4.

              	
                The
      Debentures in this Series will have an equal degree of security among each
      other (pari
      passu) concerning the undertakings of the Company pursuant to the
      Debenture, without a preferential right or priority over one
      another.

              


      

       

       

      
        	
                5.

              	
                This
      Debenture is issued subject to the conditions listed in the overleaf, the
      conditions listed in the Deed of Trust, the Prospectus and the Shelf Offer
      Report.

              


      

       

       

      
        	
                 
      

              	
                _____________________________

              


      

       

      
        	
                 
      

              	
                Cellcom
      Israel Ltd.

              


      

       

      
        	
                 
      

              	
                Date:
      _____________________

              


      

       

       

      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                   
      

                	
                  The
      Terms Listed in the Overleaf

                


        

         

      

      
        	
                1.

              	
                General

              


      

       

       

      The terms
listed in the overleaf will apply separately to each of the Series of Debentures
(as defined below) and the Debentures in each of the Series of Debentures shall
be hereinafter referred to as “the Debentures”, all - unless
otherwise stated or implied by the context.

       

      In this
Debenture (Series __), the following expressions will have the following
meaning, unless another intention is implied by the context of the
statements:

       

      
        	 	
                “The Company”
      and/or "the
      Issuer"

              	
                –

              	
                Cellcom
      Israel Ltd.

              
	 	 	 	 
	 	
                The “Deed of
      Trust”

              	
                –

              	
                The
      Deed of Trust that was signed between the Company and the Trustee on
      March 31, 2009, including the appendices attached thereto, which
      constitute an integral part thereof;

              
	 	 	 	 
	 	
                The “Prospectus” or “the Shelf
      Prospectus”

              	
                –

              	
                The
      shelf prospectus of the Company that is due to be published, inter alia, for the
      issue of the Debentures;

              
	 	 	 	 
	 	
                The “Shelf Offer Report”
      or “the Offer
      Report”

              	
                –

              	
                The
      shelf offer reports that will be published under the Shelf Prospectus, in
      accordance with the provisions of Section 23A(f) of the Securities
      Law, 5728 – 1968, wherein all the details that are specific to such offer
      will be completed, including the composition of the offered units, under
      the provisions of any law and in accordance with the Code and guidelines
      of the Tel Aviv Stock Exchange, prevailing at such
time;

              
	 	 	 	 
	 	
                The
      “Series of Debentures”

              	
                –

              	
                Series
      that would be titled series E through I and/or series 1 through 2 of
      debentures, registered to name, the terms of each would be determined in
      accordance with the Debenture Certificate, as defined below, of that
      series and the initial offer report of the debentures in that series, as
      shall be issued from time to time by the Company at its sole
      discretion;

              
	 	 	 	 
	 	
                The
      “Trustee”

              	
                –

              	
                Hermetic
      Trust (1975) Ltd. and/or any party serving from time to time as a trustee
      of the Debenture Holders pursuant to the Deed of
  Trust;

              


      

       

      
        
          
          

        

        
          -36-

          
            

          

        

        
          
          

        

      

       

      
        	 	
                “Register”

              	
                –

              	
                Register
      of the Debenture Holders as stated in Section 26 of the Deed of
      Trust;

              
	 	 	 	 
	 	
                The “Debenture Holders”
      and/or the “Debenture
      Owners”

              	
                –

              	
                Anyone
      holding the Debentures;

              
	 	 	 	 
	 	
                The
      “Debenture Certificate”

              	
                –

              	
                A
      Debenture certificate whose form appears as the first addendum to this
      deed;

              
	 	 	 	 
	 	
                The “Law” or “the Securities
      Law”

              	
                –

              	
                The
      Securities Law, 5728 – 1968 and the regulations thereby, as effective from
      time to time;

              
	 	 	 	 
	 	
                “Principal”

              	
                –

              	
                The
      outstanding par value of the Debentures in the relevant
      series;

              
	 	 	 	 
	 	
                The
      “Consumer Price Index” (“the Index”)

              	
                –

              	
                The
      price index known by the name of “the Consumer Price Index’, which
      includes fruit and vegetables, as published by the Central Bureau of
      Statistics and Economic Research, including that index even if published
      by another official body or institute, and including any official index
      that replaces it, whether composed of the same data as the existing index
      or not. If it is replaced by another index that is published by such a
      body or institute, and that body or institute did not determine the ratio
      between it and the index thus replaced, the ratio will be determined by
      the Central Bureau of Statistics, and in the case of such a ratio not
      being determined, it will be determined by the Trustee for the relevant
      series, following consultation with economic experts of his
      choice;

              
	 	 	 	 
	 	
                The
      “Known Index”

              	
                –

              	
                The
      last known consumer price index;

              
	 	 	 	 
	 	
                The
      “Basic Index”

              	
                –

              	
                The
      index known on a given date, which would be published in the offer report
      under which any Series of Debentures is initially
  offered;

              
	 	 	 	 
	 	
                The
      “Payment Index”

              	
                –

              	
                The
      consumer price index known on the date of making any payment on the
      account of the principal and/or the


              


      

       

      
        
          
          

        

        
          -37-

          
            

          

        

        
          
          

        

      

      
        	 	
                 

              	
                 

              	
                interest.

                 

                The
      initial offer report of the debentures in the relevant series, which are
      linked to the index, will specify whether the principal and/or the
      interest of the debentures is secured (i.e. in the event that the known
      index on the date scheduled for the relevant payment is less than the
      basic index, the payment index shall be the basic index) or unsecured
      (i.e. the payment index shall be the known index on the date scheduled for
      the relevant payment, even if this index is less than the basic
      index);

              


      

       

      
        	 	
                “Business day” or “Banking Business
      Day”

              	
                –

              	
                A
      day on which most of the banks in Israel are open for conducting
      transactions;

              
	 	 	 	 
	 	
                The
      “Stock Exchange”

              	
                –

              	
                The
      Tel Aviv Stock Exchange Ltd.

              
	 	 	 	 
	 	
                “Trade
      Day”

              	
                –

              	
                A
      day on which transactions are made on the Stock
  Exchange;

              
	 	 	 	 
	 	
                “Meeting”

              	
                –

              	
                A
      meeting of the Debenture Holders, including a class
    meeting.

              
	 	 	 	 
	 	
                “Class
      meeting”

              	
                –

              	
                A
      meeting of the Debenture Holders, who have an interest that is materially
      different from the interest of other Debenture Holders on the matter that
      is being discussed in the meeting.

              
	 	 	 	 
	 	
                The
      “Nominee Company”

              	
                –

              	
                The
      Israel Discount Bank Nominees Ltd.

              
	 	 	 	 
	 	
                “Foreign
      Currency”

              	
                –

              	
                Not
      more than one currency per each series of debentures, as shall be
      specified in the initial offer report of the debentures in the relevant
      series;

              
	 	 	 	 
	 	
                “Foreign
      Currency Exchange Rate”

              	
                –

              	
                The
      representative exchange rate of the foreign currency published by the Bank
      of Israel, or any official exchange rate of the foreign currency in
      relation to Israeli currency that shall supersede the aforesaid
      representative exchange rate and that shall be applicable at such time
      with respect to government bonds that are linked to the
  

              


      

       

      
        
          
          

        

        
          -38-

          
            

          

        

        
          
          

        

         

      

      
        	 	 	 	exchange rate of the
      foreign currency;
	 	 	 	 
	 	
                The “Known Exchange
      Rate” on any date

              	
                –

              	
                The
      latest exchange rate determined by the Bank of Israel prior to such date.
      However, during a period in which the Bank of Israel does not customarily
      determine a representative exchange rate, the known exchange rate shall be
      the rate most recently determined by the Minister of Finance together with
      the Governor of the Bank of Israel for government bonds that are linked to
      the exchange rate of the foreign currency.

              
	 	 	 	 
	 	
                The
      “Basic Exchange Rate”

              	
                –

              	
                The
      known exchange rate on a given date, which shall be determined in the
      initial offer report of the debentures in the relevant
    series;

              
	 	 	 	 
	 	
                The
      “Payment Exchange Rate”

              	
                –

              	
                The
      known exchange rate on the actual date of payment;

              
	 	 	 	 
	 	
                “Prime Interest Rate” on
      any given date

              	
                –

              	
                The
      interest rate derived from the average of the basic debit interest rate
      offered at such date by the four (4) major banks in
  Israel.

              
	 	 	 	 
	 	
                “Telbor Interest Rate”
      on any given date

              	
                –

              	
                Tel
      Aviv Interbank Offered Rate - The interest rate for interbank loans, which
      is calculated based on interest bids submitted by several banks in Israel,
      for a period that shall be determined in the initial offer report of the
      debentures in the relevant series, and that appears on the Reuters data
      distribution system on Mondays through Thursdays at 13:00 or shortly
      thereafter and on Fridays at 12:00 or shortly thereafter or on any other
      source of information that shall be specified in the initial offer report
      of the debentures in the relevant series.

              
	 	 	 	 
	 	
                “Libor Interest Rate” on
      any given date

              	
                –

              	
                The
      interest rate offered on such date on the interbank market in London for
      dollar deposits for a period that shall be determined in the initial offer
      report of the debentures in the relevant series (week, month, six months
      etc.), as quoted at 11:00 London time or shortly thereafter on the Libor01
      Page published by the Reuters News Agency or, if this Page is replaced, as
      quoted at 

              


      

       

      
        
          
          

        

        
          -39-

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	such time or shortly
      thereafter on the replacement page.
	 	 	 	 
	 	
                “Euribor Interest Rate”
      on any given date

              	
                –

              	
                Euro
      Interbank Offered Rate - The interest rate offered on such date on the
      interbank market for euro deposits for a period that shall be determined
      in the initial offer report of the debentures in the relevant series, as
      quoted at 11:00 London time or shortly thereafter on the Euribor01 Page
      published by the Reuters News Agency or, if this Page is replaced, as
      quoted at such time or shortly thereafter on the replacement page, or on
      any other source of information that shall be specified in the initial
      offer report of the debentures in the relevant series.

              
	 	 	 	 
	 	
                The “Basic Interest Rate”
      on any given date

              	
                –

              	
                The
      Libor or the Telbor or the Euribor or the Prime or any other basic
      interest rate that may be selected by the Company, as shall be determined
      in the initial offer report of the debentures in the relevant
      series.

              


      

       

      This
Debenture is one of a series of registered to name Debentures (Series E through
I) with a total par value of up to NIS _______________ or registered to
name Debentures (Series 1 through 2) with a total par value of up to
NIS _______________. The Debentures of these series will have an equal,
pari passu degree of
security among each other concerning the undertakings of the Company pursuant to
the Debentures, without a right of preference or priority of one over
another.

       

      This
Debenture is repayable in __* [annual/semi-annual] installments, consecutive and
equal (with the exception of the first or the last installment, that may be set
at a different rate), which shall be paid on [___*] in each of the years ____*
to ____*, as specified in Section 3 below, and bears interest at the annual
rate stipulated in Section 4 below. The principal of the Debenture and the
interest thereon are [linked to the Index/linked to the dollar/unlinked] as
described in Section 3 below.

       

      2.           Securing the
Debentures

       

       

      
        	
                 
      

              	
                2.1

              	
                The
      Debentures may or may not be secured by collateral, any pledge or
      otherwise. Information concerning the Debentures’ securing mechanism, to
      the extent that they are secured by collateral, any pledge or otherwise,
      will be provided in the Initial Shelf Offer Report for each of the
      relevant Series of Debentures.

              


      

       

      
        	
                
                

              	
                2.2

              	
                Unless
      otherwise stated in the Initial Shelf Offer Report for each of the
      relevant Series of Debentures, the Company will be
      allowed to pledge its assets, in part or in full,
  by

              


      

    

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 
      

              	
                any
      pledge and in any way, to the benefit of any third party, without the need
      for any consent from the Trustee and/or the Debenture Holdersfrom each of
      the Series. In
      addition, the
      Company will be allowed to sell, lease, assign, deliver or transfer in any
      other way its assets, in part or in full, in any way, for benefit of any
      third party, without the need for any consent of the Trustee and/or the
      Debenture Holders in each of the
Series.

              


      

       

       

      
        	
                 
      

              	
                2.3

              	
                For
      the removal of doubt, it is clarified that the Trustee has no duty to
      examine, and in fact the Trustee has not examined, the need for providing
      collateral for securing the payments to the Debenture Holders. In its
      entering the engagement in this Deed of Trust, and with the consent of the
      Trustee to serve as the trustee for the Debenture Holders, the Trustee
      does not express its opinion, implicitly or explicitly, as to the ability
      of the Company to fulfill its undertakings towards the Debenture Holders
      of each of the Series.

              


      

       

      For the
removal of doubt it is clarified that if the Company’s undertakings towards the
Debenture Holders are secured by any collateral, the Trustee has no duty to
examine, and in fact the Trustee will not examine, the value of the collateral.
In its entering the engagement in this Deed of Trust, and with the consent of
the Trustee to serve as the trustee for the Debenture Holders, the Trustee does
not express its opinion, implicitly or explicitly, as to the value of the
collateral, to the extent that collateral is provided, or as to the ability of
the Company to fulfill its undertakings towards the Debenture Holders in any of
the Series. In the event that the Debentures are secured by any collateral, the
fee of the Trustee shall be increased as shall be agreed between the Company and
the Trustee.

       

      The
Trustee has not been requested to perform, and in fact has not performed a
financial, accounting or legal due diligence as to the state of affairs of the
Company or the subsidiaries and will not perform such due diligence when a
series is taken off the shelf.

       

      The
foregoing does not derogate from the duty of the Trustee by law and/or Deed of
Trust, nor does it derogate from the duty of the Trustee (to the extent that
this duty applies to the Trustee according to any law) to examine the effect of
changes in the Company from the date of the Prospectus onwards, to the extent
that these may adversely affect the ability of the Company to fulfill its
undertakings to the Debenture Holders in any of the Series.

       

      
        	
                 
      

              	
                2.4

              	
                The
      Debentures in any of the Series will be in an equal pari passu degree of
      security among themselves concerning the undertakings of the Company
      pursuant to the Debentures of the same Series, without precedence or
      preference over each other.

              


      

       

      
        
          
          

        

        
          -41-

          
            

          

        

        
          
          

        

      

       

      3.           The principal of the
Debentures and its linkage bases

       

      The
principal of the Debentures in the relevant Series will be repayable in a number
of installments that shall not fall below one and shall not exceed ten (10)
annual installments, or that shall not fall below one and shall not exceed
twenty (20) semi-annual installments that shall be consecutive and equal (with
the exception of the first or the last installment, that may be set at a
different rate) and shall be payable on the dates stipulated in the Initial
Offer Report for the relevant Series and subject to the linkage terms specified
in this section below.

       

      The
principal of the Debentures may be linked to any of the linkage bases listed
below or unlinked, all as shall be specified in the Initial Offer Report of the
Debentures in that Series, with reference to the definitions of the linkage
bases provided below:

       

      
        	
                 
      

              	
                3.1

              	
                Linkage
      to the Index

              


      

       

      If the
terms of the relevant Series of Debentures stipulate the linkage of the
principal and interest of the Debentures in that Series to the Index, then the
linkage to the Index of the principal and interest will be such that, if on any
date of payment on account of the principal and/or interest of said Debentures
the Payment Index exceeds the Basic Index, the Company’s principal and/or
interest payment on such date would be increased in proportion to the rate of
increase in the Payment Index over the Basic Index. In case the Payment Index is
less than the Basic Index, the Company may stipulate in the Initial Offer Report
of the Debentures in that Series that the principal and/or interest of the
Debentures are to be secured (i.e. if the Payment Index is less than the Basic
Index, the Payment Index shall be the Basic Index) or unsecured (i.e. the
Payment Index shall be the Known Index on the date of payment, even if such
index is less than the Basic Index). The securing against a decrease in the
index where the Payment Index is less than the Basic Index is to be provided for
in the Initial Offer Report, as described above.

       

      The
interest payable on the Debentures in that Series will be at a fixed rate as
described in Section 4.1.1 below, or at a variable rate (Prime Interest or
Telbor Interest or any other basic interest, as shall be determined in the
Initial Offer Report of the Debentures in the relevant Series, with the addition
or less a margin that would be specified in the Initial Offer Report or
determined in a bid) as described in Section 4.1.2 below.

       

      
        	
                 
      

              	
                3.2

              	
                Linkage
      to foreign currency

              


      

       

      If the
terms of the relevant Series of Debentures stipulate the linkage of the
principal and interest of the Debentures in that Series to foreign currency,
then their linkage to foreign currency will be such that, if on any date of
payment on account of the principal and/or interest of said Debentures the
Payment Exchange Rate exceeds the Basic Exchange Rate, the Company’s
principal/interest payment on such date would be 

       

      
        
          
          

        

        
          -42-

          
            

          

        

        
          
          

        

      

       

      increased
in proportion to the rate of increase in the Payment Exchange Rate over the
Basic Exchange Rate. In case the Payment Exchange Rate is less than the Basic
Exchange Rate, the Company may stipulate in the Initial Offer Report of the
Debentures in that Series that the principal and/or interest of the Debentures
are to be secured (i.e. if the Payment Exchange Rate is less than the Basic
Exchange Rate, the Payment Exchange Rate shall be the Basic Exchange Rate) or
unsecured (i.e. the Payment Exchange Rate shall be the Known Exchange Rate on
the date of payment, even if such Exchange Rate is less than the Basic Exchange
Rate). The securing against a decrease in the Foreign Currency Exchange Rate
where the Payment Exchange Rate is less than the Basic Exchange Rate is to be
provided for in the aforesaid Initial Offer Report.

       

      The
interest payable on the Debentures in that Series will be at a fixed rate as
described in Section 4.3.1 below, or at a variable rate (Libor Interest or
Euribor Interest or any other basic interest, as shall be determined in the
Initial Offer Report of the Debentures in the relevant Series, with the addition
or less a margin that would be specified in the Initial Offer Report or
determined in a bid) as described in Section 4.3.2 below.

       

      
        	
                 
      

              	
                3.3

              	
                Unlinked
      Debentures

              


      

       

      If the
terms of the relevant Series of Debentures do not stipulate any linkage basis
for the principal of the Debentures in that Series, the principal will be
denominated in NIS and would not be linked to any Index or Foreign Currency. In
this case, the interest on the Debentures would also not be linked to any Index
or Foreign Currency.

       

      The
interest payable on the Debentures in that Series will be at a fixed rate as
described in Section 4.2.1 below, or at a variable rate (Prime Interest or
Telbor Interest or any other basic interest, as shall be determined in the
Initial Offer Report of the Debentures in the relevant Series, with the addition
or less a margin that would be specified in the Initial Offer Report or
determined in a bid) as described in Section 4.2.2 below.

       

      
        	
                 
      

              	
                3.4

              	
                Subject
      to the stated in the Code and Guidelines of the Stock Exchange, the
      linkage method will not be changed throughout the period of the Debentures
      and no more than one linkage basis will be assigned to each of the Series
      of Debentures.

              


      

       

      
        	
                4.

              	
                The
      Interest

              


      

       

      The
principal of the Debentures in the relevant Series will bear annual interest at
a rate that will be determined in the Initial Offer Report of the Debentures in
that Series, and based on one of the interest calculation mechanisms described
below, as shall be determined in the aforesaid Initial Offer Report , in
reference to the interest calculation mechanisms described below:

       

      
        	
                 
      

              	
                4.1

              	
                Interest
      on index-linked principal

              


      

       

      
        
          
          

        

        
          -43-

          
            

          

        

        
          
          

        

      

       

      The
principal of the Debentures, if these are linked to the Consumer Price Index,
will bear linked interest as aforesaid, at a fixed or a variable rate, as
described below:

       

      
        	
                 
      

              	
                4.1.1

              	
                Interest
      at a fixed rate - interest at a fixed rate, as shall be stipulated in the
      Initial Offer Report of the Debenture in the relevant Series and/or
      determined in a bid carried out under said Offer
  Report.

              


      

       

      
        	
                 
      

              	
                4.1.2

              	
                Interest
      at a variable rate, for which the margin above or below the Basic Interest
      is specified in the Initial Offer Report of the Debentures or determined
      in a bid thereunder, if the Basic Interest is the Prime - the interest
      rate for the full interest period would be determined according to the
      Basic Interest Rate specified in the Initial Offer Report of the
      Debentures, as quoted on the Banking Business Day that takes place two (2)
      Business Days prior to the first day of the interest period (“the Sample Date”). The
      Company will submit an immediate report on the interest rate determined as
      above within four (4) days of the Sample
Date.

              


      

       

      
        	
                 
      

              	
                4.2

              	
                Interest
      on unlinked principal

              


      

       

      The
principal of the Debentures, if not linked to any index or currency, will bear
interest at a fixed or variable rate, as described below:

       

      
        	
                 
      

              	
                4.2.1

              	
                Fixed
      NIS interest - interest at a fixed rate, as shall be stipulated in the
      Initial Offer Report of the Debenture in the relevant Series and/or
      determined in a bid carried out under such Offer
  Report.

              


      

       

      
        	
                 
      

              	
                4.2.2

              	
                Interest
      at a variable rate, for which the margin above or below the Basic Interest
      is specified in the Initial Offer Report of the Debentures or determined
      in a bid thereunder, if the Basic Interest is the Prime or the Telbor, or
      any other Basic Interest determined in the Initial Offer Report of the
      Debentures -the interest rate for the full interest period would be
      determined according to the rate of the Prime, the Telbor or any other
      Basic Interest, as quoted on the Banking Business Day that takes place two
      (2) Business Days prior to the first day of the interest period (“the Sample Date”). The
      Company will submit an immediate report on the interest rate determined as
      above within four (4) days of the Sample
Date.

              


      

       

      
        	
                 
      

              	
                4.3

              	
                Interest
      on principal linked to foreign
currency

              


      

       

      The
principal of the Debentures, if these are linked to a foreign currency, will
bear interest at a fixed or a variable rate, as described below:

       

      
        	
                 
      

              	
                4.3.1

              	
                Fixed
      interest linked to foreign currency - interest that is linked to a foreign
      currency, the fixed rate of which would be determined in the Initial Offer
      

              


      

       

      
        
          
          

        

        
          -44-

          
            

          

        

        
          
          

        

         

        Report of the Debentures
in the relevant Series and/or in a bid conducted under such Offer
Report.

         

      

      
        	
                 
      

              	
                4.3.2

              	
                Interest
      at a variable rate, for which the margin above or below the Basic Interest
      is specified in the Initial Offer Report of the Debentures or determined
      in a bid thereunder,if the Basic Interest is the Libor, the Euribor or any
      other Basic Interest determined in the Initial Offer Report of the
      Debentures, the interest rate for the full interest period would be
      determined according to the rate of the Libor, the Euribor or any other
      Basic Interest, as quoted on the Banking Business Day that takes place two
      (2) Business Days prior to the first day of the interest period (“the Sample Date”). The
      Company will submit an immediate report on the interest rate determined as
      above within four (4) days of the Sample
Date.

              


      

       

      
        	
                 
      

              	
                4.4

              	
                The
      interest rate for the first interest period of the Debentures in the
      relevant Series will be specified in the Initial Offer Report of the
      Debenture in that Series and/or in a report that will be published by the
      Company with respect to the results of the bid that would be conducted by
      the Company, as appropriate.

              


      

       

      
        	
                 
      

              	
                4.5

              	
                It
      is clarified that, for Debentures that bear a variable interest rate, as
      described in Sections 4.1.2, 4.2.2 and 4.3.2 above, the interest rate
      paid in each interest period will vary, as stated
  above.

              


      

       

      
        	
                 
      

              	
                4.6

              	
                The
      interest rate determined for each relevant Series will be an annual
      rate.

              


      

       

      
        	
                 
      

              	
                4.7

              	
                The
      interest on the Debentures in the relevant Series will be payable every
      year in one annual installment or in two semi-annual installments or in
      four quarterly installments, as shall be stipulated in the Initial Offer
      Report of the Debentures in the relevant Series (the “Interest Periods”)
      in respect of the interest period ended on the last day prior to the date
      of payment. The first interest period of the Debentures in the relevant
      Series will commence on the first Trade Day following the date of closing
      of the list of signatures, as specified in the Initial Offer Report of the
      Debentures in the relevant Series, and end on the last day prior to the
      first date of payment. Any subsequent interest period of the Debentures in
      the relevant Series will commence on the first day following the end of
      the preceding interest period and end on the last day prior to the date of
      payment closest after to its date of commencement. The interest for the
      first interest period will be calculated according to the number of days
      in this period based on a 365-day
year.

              


      

       

      
        	
                 
      

              	
                4.8

              	
                The
      interest on the principal of the Debentures in the relevant Series will be
      calculated starting from the date of clearing (the first Trade Day
      following the date of closing of the list of signatures, as specified in
      the Initial Offer Report of the Debentures in the
  

              


      

       

      
        
          
          

        

        
          -45-

          
            

          

        

        
          
          

        

      

       

      relevant Series). On the
date of clearing, the Company will submit an immediate report specifying the
rate of interest that shall be payable in respect of the first interest period,
calculated as above.

       

      
        	
                 
      

              	
                4.9

              	
                The
      last installment of interest on the principal of the Debentures in the
      relevant Series will be paid together with the last installment on account
      of the principal of the Debentures in that Series, against the delivery of
      the Debenture Certificates of the Series to the
  Company.

              


      

       

      
        	
                 
      

              	
                4.10

              	
                Income
      tax (see Section 2.11 of the Prospectus) will be deducted from each
      payment of interest for the Debentures, according to the
    law.

              


      

       

      
        	
                5.

              	
                The right for
      Conversion of Debentures (Series 1 through 2) into shares (“the
      Convertible Debentures”)

              


      

       

      
        	
                 
      

              	
                5.1

              	
                Terms of
      conversion

              


      

       

      
        	
                 
      

              	
                5.1.1

              	
                On
      every Trade Day, commencing on the first-time listing of each of the
      Series of Convertible Debentures for trade on the Stock Exchange until
      several days prior to the end of the period of the Debentures in the
      relevant Series, in accordance with the guidelines of the Stock Exchange
      as of the date of the Initial Offer Report of the Debentures in that
      Series and as shall be provided for in the aforesaid Offer Report (“the Conversion
      Period”, and each Trade Day as aforesaid shall be hereinafter
      referred to as “the Date
      of Conversion”, and the final date of the Conversion Period shall
      be hereinafter referred to as “the End of the Conversion
      Period”), with the exception of several days prior to the
      determinant date for partial redemption in accordance with the Code and
      guidelines of the Stock Exchange as of the date of the aforesaid Initial
      Offer Report through to the date of execution of the partial redemption,
      the balance of the principal of the Convertible Debentures in that Series
      that are in circulation on such date will be convertible into fully paid
      ordinary shares of the Company, registered to name, outstanding in the
      Company’s equity on the date of the Offer Report (“the Conversion
      Shares”), at a conversion rate that shall not be less than the par
      value of the Company’s ordinary shares as of the date of said Offer Report
      (“the Conversion
      Rate”), subject to adjustments as specified below, and in the
      manner and under the terms, all as shall be stipulated in the aforesaid
      Offer Report.

              


      

       

      
        	
                 
      

              	
                5.1.2

              	
                Any
      Holder of Convertible Debentures in any Series looking to convert the par
      value balance of the principal of Convertible Debentures in the Series
      held by him into Conversion Shares (“the Converter”) will submit to the
      Company, directly at its registered office (if the Debentures are
      registered to the name of 

              


      

       

      
        
          
          

        

        
          -46-

          
            

          

        

        
          
          

        

         

        the Converter in the
Register of that Series) or through a member of the Stock Exchange (if the
Debentures are held by the Converter through the member of the Stock Exchange),
on the Dates of Conversion and in all events before the End of the Conversion
Period with respect to said Series, a written application to this effect in the
format that shall be determined by the Company, together with the Certificates
of the Convertible Debentures to which the application relates (“the
Conversion Notice”).

      

       

      
        	
                 
      

              	
                5.1.3

              	
                Within
      a single Conversion Notice, the conversion of the par value balance of the
      number of Convertible Debentures of the same Series that are registered to
      the name of one Holder may be requested and must be accompanied by all the
      Certificates of the Convertible Debentures to which the Conversion Notice
      relates.

              


      

       

      
        	
                 
      

              	
                5.1.4

              	
                In
      the event of conversion of Convertible Debentures into shares pursuant to
      this section that relates only to part of the par value sum of Convertible
      Debentures registered in the same Certificate, the Certificate of
      Convertible Debentures must first be split into the appropriate number of
      Debenture Certificates, such that the sum of all the par value amounts of
      the Debentures registered therein is equal to the par value sum of the
      Debenture Certificate divided up as
aforesaid.

              


      

       

      
        	
                 
      

              	
                5.1.5

              	
                The
      Conversion Notice forms are available at the registered office of the
      Company as well as in any other location advised by the
      Company.

              


      

       

      
        	
                 
      

              	
                5.1.6

              	
                The
      Converter will, at any time, sign any document that may be required under
      any law and pursuant to the Company’s directives for the allocation of the
      Conversion Shares. The date on which the Company receives a Conversion
      Notice directly from the Converter (with respect to directly held
      Debentures), or the Stock Exchange Clearing House receives a notice of the
      conversion of the Convertible Debentures from a member of the Stock
      Exchange (with respect to Debentures held through the Nominee Company),
      that fully complies with all the terms stipulated in this Prospectus, as
      appropriate, will be deemed as the date of conversion (“the Conversion
      Date”).

              


      

       

      
        	
                 
      

              	
                5.1.7

              	
                In
      the event that the Converter does not fully comply with the terms for the
      conversion of the Convertible Debentures, the Conversion Notice will be
      deemed as void and the Certificates of the Convertible Debentures will be
      returned to the applicant.

              


      

       

      
        	
                 
      

              	
                5.1.8

              	
                A
      Conversion Notice submitted to the Company may not be cancelled or
      altered.

              


      

       

      
        
          
          

        

        
          -47-

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.1.9

              	
                The
      Converter will not be entitled to the allocation of a part of a single
      Conversion Share, however any fractions of Conversion Shares that arise
      upon conversion, if any, will be sold on the Stock Exchange by a trustee
      that would be appointed by the Company for this purpose, within thirty
      (30) days of the accrual of such fractions into whole shares in a quantity
      that is reasonable for sale on the Stock Exchange, taking into
      consideration the costs involve, and the net consideration from the sale
      will be proportionately divided between the beneficiaries within fifteen
      (15) days of the selling date. A check will not be issued to any of the
      beneficiaries for an amount less than NIS 50; such amounts may be
      collected at the offices of the
Company.

              


      

       

      
        	
                 
      

              	
                5.1.10

              	
                Conversion
      Shares will confer upon their holders full participation rights in any
      dividend and other distribution the determinant date for entitlement
      thereto is the Conversion Date or a later date, and will be equal in
      rights in all respects to the ordinary shares outstanding in the Company’s
      equity on such date.

              


      

       

      
        	
                 
      

              	
                5.1.11

              	
                Any
      Convertible Debentures that are converted will be removed from circulation
      on their Conversion Date and will be fully cancelled, with retroactive
      effect to the Conversion Date, from the date of allotment of Conversion
      Shares in their respect, and will not confer any right to any interest
      subsequent to the final date of payment of interest thereon, with respect
      to which the determinant date precedes the Conversion date, and will not
      confer any right to linkage differences accrued on the balance of the
      principal under the terms of linkage as stated in Section 3 above
      (and which would have been payable together with the principal of the
      Debentures had the applicant not exercised his right to convert the
      Convertible Debentures into shares as
  aforesaid).

              


      

       

      
        	
                 
      

              	
                5.1.12

              	
                Any
      part of the Convertible Debentures of any Series that is not converted
      until the End of the Conversion Period of such Series will no longer
      confer upon its Holder any right to convert it into Conversion Shares, and
      the related conversion right will be null and void subsequent to said
      date.

              


      

       

      
        	
                 
      

              	
                5.2

              	
                Timetables for the
      conversion

              


      

       

      The
bylaws of the Stock Exchange clearing House known as of the date of publication
of the Shelf Prospectus with respect to the timetable for the execution of an
order for the conversion of the Convertible Debentures that are held through
members of the Stock Exchange stipulate as follows:

       

      
        	
                 
      

              	
                5.2.1

              	
                The
      notification by a client of a conversion that is received by 12:00 noon at
      the offices of the member of the Stock Exchange will be transmitted by
      that

              


      

       

      
        
          
          

        

        
          -48-

          
            

          

        

        
          
          

        

      

       

      member
of the Stock Exchange to the Clearing House not later than 12:00 noon on the
following Trade Day.

       

      
        	
                 
      

              	
                5.2.2

              	
                Having
      received a notification of a conversion from a member of the Stock
      Exchange by 12:00 noon, the Clearing House will debit the member of the
      Stock Exchange and credit the Nominee Company accordingly, this not later
      than 12:00 noon on the following Trade
Day.

              


      

       

      
        	
                 
      

              	
                5.2.3

              	
                Having
      received a credit notification pursuant to Section 5.2.2 above by
      12:00 noon, the Nominee Company will transmit the Conversion Notice to the
      offices of the issuing company not later than 12:00 noon on the following
      Trade Day.

              


      

       

      
        	
                 
      

              	
                5.2.4

              	
                Any
      notification from the parties mentioned in Sections 5.2.1 through
      5.2.3 above that is received after 12:00 noon on any Trade Date will be
      deemed as having been received by 12:00 noon of the following Trade
      Day.

              


      

       

      
        	
                 
      

              	
                5.2.5

              	
                Notwithstanding
      the said above, on the last Conversion Date preceding final redemption or
      preceding an ex partial redemption date, as applicable, the members of the
      Stock Exchange are required to transmit to the Clearing House the final
      conversion applications by 12:00 noon. The conversion will be executed on
      the same date. Any member of the Stock Exchange that does not submit an
      application by said time will be deemed as not having exercised its
      right.

              


      

       

      
        	
                 
      

              	
                5.2.6

              	
                In
      the event that the final date for the conversion of the Convertible
      Debentures of any Series or the final date for conversion prior to partial
      redemption falls on a day that is not a Trade Day, such date will be
      deferred to the following Trade
Day.

              


      

       

      It is
hereby emphasized that the conversions of the Convertible Debentures shall be
subject to the bylaws of the Stock Exchange Clearing House existing on the
actual date of conversion.

       

      Within
one Trade Day of the Conversion Date, the Company will allot each Converter
certificates in respect of the Conversion Shares due to him, and after approval
is received for the listing for trade of the allotted Conversion Shares, the
Company will take action to list the Conversion Shares for trade on the Stock
Exchange within three (3) days of said date.

       

      
        	
                 
      

              	
                5.3

              	
                Directives for the
      protection of the Holders of Convertible Debentures during the Conversion
      Period

              


      

       

      
        	
                 
      

              	
                5.3.1

              	
                Distribution of bonus
      shares

              


      

       

      In the
event of the distribution of bonus shares by the Company between the


       

      
        
          
          

        

        
          -49-

          
            

          

        

        
          
          

        

      

       

      date of
the Initial Offer Report of any of the Series of Convertible Debentures through
to the End of the Conversion Period of such Series, the rights of the Holders of
Convertible Debenture in said Series will be protected as follows:

       

      
        	
                 
      

              	
                5.3.1.1

              	
                Subsequent
      to the determinant date for the entitlement to participate in such
      distribution, the number of Conversion Shares receivable by the Holder of
      Convertible Debentures in such Series upon their conversion would be
      increased by adding the number of shares to which the Holder would have
      been entitled as bonus shares had he converted the Convertible Debentures
      immediately before the aforesaid determinant
  date.

              


      

       

      
        	
                 
      

              	
                5.3.1.2

              	
                The
      Holder of the Convertible Debentures will not be entitled to the
      allocation of a part of a bonus share as above, however any fractions of
      bonus shares that arise upon allotment, if any, will be sold on the Stock
      Exchange by a trustee that would be appointed by the Company for this
      purpose, within thirty (30) days of the aforesaid date of allotment, and
      the net consideration (less selling costs and compulsory payments and
      fees) will be divided between the beneficiaries within fifteen (15) days
      of the selling date. A check will not be issued to one beneficiary for an
      amount less than NIS 50; such amounts may be collected at the offices
      of the Company.

              


      

       

      
        	
                 
      

              	
                5.3.1.3

              	
                Subject
      to the stated in the Code and guidelines of the Stock Exchange, the
      adjustment method may not be
altered.

              


      

       

      
        	
                 
      

              	
                5.3.2

              	
                Issuance of
      rights

              


      

       

      In the
event that, between date of the Initial Offer Report of any of the Series of
Convertible Debentures through to the End of the Conversion Period of such
Series, the Company should offer to its shareholders securities of any kind by
way of the issuance of rights, the number of Conversion Shares receivable upon
conversion of the Convertible Debentures in such Series that have not yet been
converted into ordinary shares of the Company on the determinant date based will
be adjusted according to the benefit component of the rights, as reflected in
the ratio of the quoted price of the Company’s share on the Stock Exchange on
the determinant date to the basic “ex rights” price. Subject to the stated in
the Code and guidelines of the Stock Exchange, the adjustment method may not be
altered.

       

      
        	
                 
      

              	
                5.3.3

              	
                Adjustment with
      respect to dividend
distribution

              


      

       

      Should
the Company carry out a dividend distribution, as defined in the

       

      
        
          
          

        

        
          -50-

          
            

          

        

        
          
          

        

      

       

      Companies
Law (“the distribution”), the determinant date for the entitlement thereto (“the
determinant date for distribution”) falls before the End of the Conversion
Period, one of the provisions stipulated in subsections (1) and (2) below shall
apply, all as shall be determined by the Company in the Initial Offer Report of
the Convertible Debentures under the Shelf Prospectus. The Company will publish
in detail in the aforesaid Offer Report the manner of adjustment of the
Conversion Rate and/or the Conversion Ratio following a distribution, to the
extent that such is carried out, based on its selection of one of the following
alternatives:

       

      
        	
                 
      

              	
                5.3.3.1

              	
                The
      Conversion Rate and/or the Conversion Ratio will not be adjusted as a
      result of a distribution by the
Company.

              


      

       

      
        	
                 
      

              	
                5.3.3.2

              	
                Commencing
      on the first Trade Day on which the Company’s shares are traded subsequent
      to the determinant date for distribution (ex dividend), the Conversion
      Ratio of the Convertible Debentures in circulation will be adjusted by its
      multiplication by the ratio of the price of the Company’s share on the
      Stock Exchange, as determined by the Stock Exchange, adjusted for the
      distribution (ex dividend price), to the closing price determined for the
      Company’s share by the Stock Exchange on the determinant date for
      distribution). The Company will announce the adjustment of the Conversion
      Ratio, as above, in an immediate report not later than the date on which
      the Company’s shares are traded “ex
dividend”.

              


      

       

      The
Company will act in accordance with the stated in Section 5.3.3.1 above,
this without derogating from the Company’s right, as aforesaid, to change the
adjustment of the Conversion Rate and/or the Conversion Ratio following a
distribution by way of the issuance of a notice within the framework of the
Initial Offer Report of the Debentures in the relevant Series.

       

      
        	
                 
      

              	
                5.4

              	
                Additional directives
      for the protection of the Holders of Convertible Debentures during the
      Conversion Period

              


      

       

      Commencing
on the date of publication of the Offer Report for any Series of Convertible
Debentures until all of the Convertible Debenture in that Series are converted,
but in no event later than the End of the Conversion Period of the Series, the
following directives shall apply:

       

      
        	
                 
      

              	
                5.4.1

              	
                The
      Company will maintain a sufficient amount of ordinary shares in its
      authorized share capital, to secure the allotment of all of the shares
      that may result from the conversion of all of the Convertible Debentures
      in a given Series 

              


      

       

      
        
          
          

        

        
          -51-

          
            

          

        

        
          
          

        

         

      

      that are in circulation
from time to time, and if necessary will cause the increase of its authorized
share capital accordingly.

       

      
        	
                 
      

              	
                5.4.2

              	
                Should
      the Company consolidate the ordinary shares in its issued share capital
      into shares with a greater par value or subdivide them into shares with a
      lesser par value - the number of Conversion Shares for allotment
      following the conversion of the Convertible Debentures in the relevant
      Series would be consequently reduced or increased, as appropriate. In such
      case, the provisions of this Section 5.4 must be followed, mutatis
      mutandis.

              


      

       

      
        	
                 
      

              	
                5.4.3

              	
                Within
      ten (10) days of any adjustment to the Conversion Rate or to the number of
      Conversion Shares in relation to the aforesaid Series of Convertible
      Debentures, the Company will publish a notice in two (2) widely
      distributed daily newspapers that are published in Israel in Hebrew,
      concerning the entitlement of the Holders of Convertible Debentures in
      said Series to convert them into shares, specifying the Conversion Period,
      the Conversion Rate and the number of Conversion Shares to which the
      Holder of Convertible Shares would be entitled following a conversion at
      such time, all in relation to the abovementioned
  Series.

              


      

       

      
        	
                 
      

              	
                5.4.4

              	
                In
      addition to said notice, not later than three (3) weeks and not earlier
      than four (4) weeks before the End of the Conversion Period in respect of
      said Series, the Company will publish a notice in two (2) widely
      distributed daily newspapers that are published in Israel in Hebrew, and
      will issue a written notice, with copies to the Stock Exchange and the
      Trustee of the Series, to the Holders registered in the Register of the
      Holders of Convertible Debentures in that Series, one month prior to the
      End of the Conversion Period, as aforesaid, concerning the final date for
      the conversion of the Convertible Debentures in that Series. Such notice
      will specify the Conversion Rate, the number of Conversion Shares and the
      number of bonus shares to which the Holder of Convertible Shares would be
      entitled following a conversion at such time, all in relation to the
      abovementioned Series.

              


      

       

      
        	
                 
      

              	
                5.4.5

              	
                The
      Company will not distribute nor offer to the holders of ordinary shares a
      cash dividend or bonus shares or an offer of rights in any securities,
      unless the determinant date for their receipt is at least ten (10) days
      after the publication of the Company’s notice concerning the distribution
      or offer of rights, as appropriate.

              


      

       

      
        	
                 
      

              	
                5.4.6

              	
                The
      Company will refrain from any action, including the distribution of bonus
      shares, which may result in the reduction of the price of a Conversion
      Share below its par value.

              


      

       

      
        
          
          

        

        
          -52-

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.4.7

              	
                In
      accordance with the Code and guidelines of the Stock Exchange, the terms
      of the Convertible Debentures with respect to the Conversion Rate, the
      conversion dates and the linkage method cannot be changed; nevertheless,
      the Company is allowed to change the Conversion Period and/or the
      Conversion Rate provided that such change is effected within the framework
      of an arrangement or settlement that has been approved by Court, under
      Section 350 of the Companies Law. Additionally, in accordance with
      the Code and guidelines of the Stock Exchange, the Company may change the
      Conversion Rate as part of a procedure for the split of the Company or a
      procedure for the merger of the Company, provided that the change includes
      only those adjustments that are essential to such
    procedure.

              


      

       

      In
accordance with the Code and guidelines of the Stock Exchange, the “split
procedure” for this purpose signifies - a procedure whereunder the Company
transfers to its shareholders shares that it holds in another company, or a
procedure whereunder the Company transfers assets and liabilities to a new
company that was established for the purpose of the split and the shareholders
in the new company are also shareholders in the company that transfers the
assets and liabilities, all conditional upon the split procedure being carried
out pari passu for all
shareholders of the Company. In accordance with the Code and guidelines of the
Stock Exchange, the “merger procedure” for this purpose signifies - a procedure
whereunder all the shares of the Company are transferred to the possession of a
new company or to the possession of another registered company whose shares are
listed for trade on the Stock Exchange or a procedure whereunder the Company
transfers all of its assets and liabilities to another company as above, all
conditional upon the securities of the Company whose shares or assets are to be
transferred as aforesaid being delisted from trade on the Stock Exchange and
upon the merger procedure being carried out pari passu for all
shareholders of the Company.

       

      Notwithstanding
the above, in accordance with the Code and guidelines of the Stock Exchange, the
Company may change the Conversion Rate, provided that such change is effected as
part of a procedure for an offering by way of rights in the Company or as part
of a procedure for the distribution of a bonus shares in the Company or as part
of a procedure for the distribution of dividend in the Company, and provided
that the change includes only those adjustments that are essential to such
procedure, as described in Section 5.3 above.

       

      In the
event that the Code and guidelines of the Stock Exchange relating to the
alteration of the terms of the Convertible Debentures are amended, the amended


       

      
        
          
          

        

        
          -53-

          
            

          

        

        
          
          

        

      

       

      provisions
shall apply.

       

      
        	
                 
      

              	
                5.5

              	
                Voluntary
      liquidation

              


      

       

      
        	
                 
      

              	
                5.5.1

              	
                In
      the event that a resolution is passed for the voluntary liquidation of the
      Company, the Company will issue a written notice to this effect to all the
      Holders of Convertible Debentures in circulation at the time, that are
      registered in the Register of the relevant Series of Convertible
      Debentures, and will additionally publish a notice in this regard in two
      (2) widely distributed daily newspapers that are published in Israel in
      Hebrew. Every Holder of Convertible Debentures shall be entitled, at his
      choice, to be considered as having exercised the conversion right
      pertaining to the Debentures shortly before the resolution was passed,
      provided that he notifies the Company of his choice within three (3)
      months of the said notice by the
Company.

              


      

       

      
        	
                 
      

              	
                5.5.2

              	
                In
      such case, the Holder of the Convertible Debentures shall be entitled to
      participate in the distribution of the excess assets of the Company upon
      liquidation (following the settlement of all its debts) between its
      shareholders, this in the amount that he would have received upon the
      liquidation of the Company had he been a shareholder in the Company
      shortly before the passing of the liquidation resolution by virtue of the
      conversion of the Convertible Debentures that are in his possession, with
      respect to which he had notified the Company as aforesaid, less the amount
      of interest that was paid for such Convertible Debentures on the date of
      the resolution or shortly thereafter (with the exception of interest that
      falls due prior to the date of the resolution, even if paid on the date of
      the resolution or thereafter); and the Holder of the Convertible
      debentures will not be entitled to any payment under the Debentures that
      falls due subsequent to the date of the
  resolution.

              


      

       

      6.           Payments of the Principal
and the Interest of the Debentures

       

       

      
        	
                 
      

              	
                6.1

              	
                The
      payments on account of the interest and/or the principal of the Debentures
      will be paid to the persons whose names are listed in the Register of
      Debenture Holders of the relevant Series on the dates that will be
      specified in the Initial Offer Report of the Debentures in such Series in
      accordance with the guidelines of the Stock Exchange Code on such date
      (the “Determinant Day for the
      Relevant Series”), with the exception of the last installment of
      the principal and the interest, which will be paid against delivery of the
      Debentures Certificates to the Company, at its registered office or
      anywhere else as advised by the Company, by no later than five (5)
      Business Days before the day stated for payment of the last
      installment.

              


      

       

      It is
clarified that any person not registered in the Company’s Register of Debenture


       

      
        
          
          

        

        
          -54-

          
            

          

        

        
          
          

        

      

       

      Holders
of the relevant Series on the Determinant Day for the Relevant Series will not
be entitled to the payment of interest in respect of the interest period that
had commenced prior to the said date.

       

      
        	
                 
      

              	
                6.2

              	
                In
      any case of the date of payment on account of principal and/or interest
      falls on a day that is not a Business Day, the payment date will be
      deferred to the first Business Day thereafter without additional payment,
      interest or linkage.

              


      

       

      
        	
                 
      

              	
                6.3

              	
                The
      payment of principal and interest will be subject to the linkage terms
      stipulated in Section 3 above, as
  appropriate.

              


      

       

      
        	
                 
      

              	
                6.4

              	
                Payment
      to beneficiaries will be made by checks or by bank transfer to the credit
      of the bank account of the persons whose names are listed in the Register
      of the Debenture Holders and that is indicated in the details that they
      give to the Company in writing in advance, in accordance with the
      provisions of subsection 6.5 below. If the Company cannot, for any reason
      that does not depend thereupon, pay any sum to the beneficiaries, the
      provisions of Section 7 below will
apply.

              


      

       

      
        	
                 
      

              	
                6.5

              	
                A
      Debenture Holder that will be interested in informing the Company of the
      details of the bank account for crediting it with payments pursuant to the
      Debentures as stated above, or change these account detail or instructions
      concerning the mode of payment, may do so by notice to the company by
      registered letter. However, the Company will fulfill the instruction only
      if it reaches its registered office at least thirty (30) days before the
      determining Date for payment of any installment pursuant to the
      Debenture.

              


      

       

      
        	
                 
      

              	
                In
      the case of the notice being received by the Company belatedly, the
      Company shall act thereby only concerning installments whose Determinant
      Payment Date  is after the date of payment  which is
      near to the day of receipt of the
notice.

              


      

       

      
        	
                 
      

              	
                6.6

              	
                If
      a Debenture Holder who is entitled to such a payment has not given the
      Company in advance details concerning its bank account, any installment on
      the account of the principal and interest will be made out by a check that
      will be sent by registered mail to its last address listed in the Register
      of the Debenture Holders. Sending of a check to a beneficiary by
      registered mail as stated above will be considered, for all intents and
      purposes, as payment of the sum specified therein on the date of its
      mailing, as long as it is duly paid upon its presentation for
      collection.

              


      

       

      7.           Abstention from Payment for
a Reason that does not Depend on the Company

       

      
        	
                 
      

              	
                7.1

              	
                Any
      sum that is due to the debenture Holder that is not actually paid for a
      reason that does not depend on the Company, while the company was prepared
      to pay it, will cease to bear interest and linkage differences from the
      date stated for its payment, whereas the Debenture Holder will be entitled
      only to the sums that it would have been entitled to on the date stated
      for repayment of that sum on the account of the principal, the
      

              


      

       

      
        
          
          

        

        
          -55-

          
            

          

        

        
          
          

        

      

       

      linkage differences or the
interest.

       

      
        	
                 
      

              	
                7.2

              	
                The
      Company will deposit with the Trustee by no later than 14 business days
      from the date stated for that payment, the sum of the payment that has not
      been paid for a reason that does not depend on the Company, and such a
      deposit will be considered as settlement of that payment, and in the case
      of settlement of all dues pursuant to the Debenture, as redemption of the
      Debenture.

              


      

       

      
        	
                 
      

              	
                7.3

              	
                The
      Trustee shall deposit in a bank the sums that will be transferred thereto
      as stated in Section 7.2 above, to the credit of those Debenture Holders
      and will invest it in investments permitted hereby that are securities of
      he State of Israel or other securities that the laws of the State of
      Israel permit investment of the trust money in, as the Trustee deems fit
      and subject to the provisions of the law. Should the Trustee do so, it
      will not owe the beneficiaries for sums other than the remuneration that
      is received from realizing the investments less the expenses, commissions
      and mandatory payments, if any that are related to the said investment in
      managing the trust account less its
fee.

              


      

       

      
        	
                 
      

              	
                7.4

              	
                The
      Trustee shall transfer to each Debenture Holder for which sums and/or
      funds due to the Debenture Holders have been deposited with the Trustee,
      out of sums thus deposited, less all expenses, commissions, the mandatory
      payments and its fee, against presentation of the proof that is required
      by the Trustee, to the full satisfaction
  thereof.

              


      

       

      
        	
                 
      

              	
                7.5

              	
                The
      Trustee shall keep these sums and invest them in the above mentioned
      manner until one year elapses from the final redemption date of the
      Debentures. After this date, the Trustee shall transfer to the Company
      these sums, including profits that result from their investment, less its
      expenses and other expenses incurred in accordance with the provisions of
      this Deed of Trust (such as service provider fees, etc.) to the extent
      that these remain in its possession on that date. The Company shall keep
      these sums in trust for an additional year from the day of their transfer
      thereto by the Trustee, for the Debenture Holders that are entitled to
      those sums, and with regard to the sums that are transferred thereto by
      the Trustee as stated above, the provisions of Section 7.3 of this Deed of
      Trust will apply, mutatis mutandis. Upon
      the transfer of the sums from the Trustee to the Company, to the
      satisfaction of the Trustee, the Trustee shall be exempt from payment of
      such sums to the entitled Debenture Holders. The Company shall approve to
      the Trustee in writing the holding of the sums and the receipt thereof in
      trust for the said Debenture Holders, and will indemnify the Trustee for
      any claim and/or expense and/or damage of any type that it sustains due to
      and for the said money transfer, as long as the Trustee has acted
      reasonably. The Company shall keep these sums in trust for the Debenture
      Holders that are entitled to these sums for an additional year from the
      day of their transfer to it from the Trustee. Sums that are not demanded
      

                 

              


      

       

      
        
          
          

        

        
          -56-

          
            

          

        

        
          
          

        

         

      

      
        from the
Company by a Debenture Holder two years from the final repayment date of the
Debentures will be transferred to the Company, which will be entitled to use the
remaining sums for any purpose.

         

      

      8.           The register of the
Debenture Holders and transfer of Debentures

       

      
        	
                 
      

              	
                8.1

              	
                The
      Company shall keep and maintain in its registered office a Register of the
      Debenture Holders, listing the names of the Debentures Holders, their
      addresses and the number and par value of the Debentures registered to
      their name. The register will also list any transfer of title to the
      Debentures. The Trustee and any Debenture Holder will be entitled, at any
      reasonable time, to review this Register. The Company is entitled to close
      the Register from time to time or for a period or periods that do not
      exceed an aggregate of thirty (30) days a
year.

              


      

       

      
        	
                 
      

              	
                8.2

              	
                The
      Company will not be required to note in the Debenture Holder registers any
      notice concerning explicit, implicit or putative Trust, or hypothecation
      or pledging of any kind or any equity, claim or offset right or any other
      right, concerning the Debentures. The Company shall only recognize the
      ownership of the person whose name the Debentures are listed under, as
      long as the legal heirs, administrators of estate or executors of the will
      of the registered owner or any person who will be entitled to the
      Debentures due to the bankruptcy of any registered owner (and in the case
      of a corporation - due to the liquidation thereof) will be entitled to
      register as the Holders thereof, after giving evidence that in the opinion
      of the Company is satisfactory for proving the right of any of the above
      to be registered as their Holder
thereof.

              


      

       

      9.           The Debenture Certificates,
their Split and Transfer

       

      
        	
                 
      

              	
                9.1

              	
                For
      the Debentures that are listed to one Holder, one certificate will be
      issued, or at its request, a number of certificates will be issued (the
      certificates referred to in this section will be referred to hereinafter
      as: the “Certificates”).

              


      

       

      
        	
                 
      

              	
                9.2

              	
                Each
      Certificate may be split into certificates whose total principal equals
      the sum of the par value of the Debentures that have been included in a
      Certificate whose split has been requested, as long as the new Debenture
      Certificates that are issued will be to par value sums in whole New
      Israeli Shekels, in accordance with a split request that has been signed
      by the registered owner of that Debenture Certificate, against the
      provision of that Debenture Certificate to the Company at its registered
      office for effecting the split. The split shall be made within seven (7)
      days of the end of the month on which the Certificate along with its split
      request were provided at the registered office of the Company. All of the
      expenses and commissions involved in the split, including stamp tax and
      other duties, if any, will apply to the party requesting the
      split.

              


      

       

      
        	
                 
      

              	
                9.3

              	
                The
      foregoing will apply accordingly to allocation letters, as long as they
      have not been 

              


      

       

      
        
          
          

        

        
          -57-

          
            

          

        

        
          
          

        

      

       

      replaced with
Certificates.

       

      
        	
                 
      

              	
                9.4

              	
                The
      Debentures may be transferred concerning any par value sum, as long as it
      is in whole New Israeli Shekels. Any transfer of the Debentures that is
      not performed through the trading system of the Stock Exchange will be
      made out according to a transfer deed that is made out in a generally
      accepted format for transferring shares, duly signed by the registered
      owner or the legal representatives thereof, and by the transferee or the
      legal representatives thereof, which will be delivered to the Company at
      its registered office along with any other proof that is required by the
      Company for proving the right of the transferor to their transfer and the
      identity thereof. If any stamp tax or other mandatory payment applies to
      the deed of transfer of the Debentures, the company will be given proof of
      their payment by the requester of the transfer, which will be to the
      satisfaction of the Company.

              


      

       

      
        	
                 
      

              	
                9.5

              	
                It
      is clarified hereby that all of the expenses and commissions involved in
      the transfer, including stamp tax and other mandatory payments and duties,
      if any, will be borne by the party requesting the transfer only. The
      Company shall be allowed to keep the deed of
  transfer.

              


      

       

      
        	
                 
      

              	
                9.6

              	
                In
      the case of a transfer of only part of the sum of the specified principal
      of the Debentures in the Certificate, the Certificate will be split first
      as specified in Section 9.2 above into a number of Debenture Certificates
      as required thereby, in such a manner that the total sums of the principal
      specified therein is equal to the sum of the specified principal of the
      said Debenture Certificate.

              


      

       

      
        	
                 
      

              	
                9.7

              	
                After
      fulfillment of all of the conditions stated above, the transfer will be
      registered in the Register of the Debenture
  Holders.

              


      

       

      
        	
                10.

              	
                Early
      redemption

              


      

       

      
        	
                 
      

              	
                10.1

              	
                Early
      redemption initiated by the Stock Exchange - In the event that the Stock
      Exchange decides to delist from trade therein the Debentures in any of the
      Series E through I in circulation by reason of the value of the Series
      falling below the minimum amount stipulated in the Code and guidelines of
      the Stock Exchange with respect to the delisting from trade therein and/or
      in the event that the Stock Exchange decides to delist from trade therein
      the Convertible Debentures in any of the Series 1 through 2 in circulation
      by reason of the public’s holdings therein falling below the minimum
      amount stipulated in the Code and guidelines of the Stock Exchange with
      respect to the delisting from trade therein, the Company will not allow
      such early redemption of the Series due to the delisting from trade as
      aforesaid, unless otherwise notified by the Company in the Shelf Offer
      Report under which the Series of Debentures is initially
      issued.

              


      

       

      
        
          
          

        

        
          -58-

          
            

          

        

        
          
          

        

      

       

      Should
the Company choose to allow early redemption of the Debentures as aforesaid, the
Company will take the following actions:

       

      
        	
                 
      

              	
                10.1.1

              	
                Within
      forty five (45) days of the decision of the Stock Exchange on the
      delisting from trade therein, the Company will announce a date for the
      early redemption, on which the Debenture Holder would be allowed to redeem
      the Debentures. The announcement of the date of early redemption will be
      published in two (2) widely distributed daily newspapers that are
      published in Israel in Hebrew.

              


      

       

      
        	
                 
      

              	
                10.1.2

              	
                The
      date of early redemption of the Debentures in Series E through I with
      respect to which a delisting decision has been made as aforesaid, shall
      not be earlier than seventeen (17) days from the date of publication of
      the announcement or later than forty five (45) days of the said date, but
      shall not fall in the period between the determinant date for the payment
      of interest and the date of its actual
payment.

              


      

       

      
        	
                 
      

              	
                10.1.3

              	
                The
      date of early redemption of the Convertible Debentures in Series 1 through
      2 with respect to which a delisting decision has been made as aforesaid,
      shall not be earlier than thirty (30) days from the date of publication of
      the announcement or later than forty five (45) days of the said date, but
      shall not fall in the period between the determinant date for the payment
      of interest and the date of its actual
payment.

              


      

       

      
        	
                 
      

              	
                10.1.4

              	
                On
      the date of early redemption, the Company will redeem the Debentures from
      the Series in which the Holders have requested the redemption of the
      Debentures, at their par value, with the addition of linkage differences,
      if any, and the interest accrued on the principal, with the interest being
      calculated in proportion to the period from the last date for which
      interest has been paid to the aforesaid actual date of early redemption
      (the calculation of interest for a part of a year will be based on a
      365-day year).

              


      

       

      
        	
                 
      

              	
                10.1.5

              	
                The
      scheduling of a date of early redemption, as above, does note derogate
      from the redemption rights provided for in the Debentures of the same
      Series, of any of the Debenture Holders that do not redeem them on the
      date of early redemption as above, and in the case of Convertible
      Debentures, does not derogate from the conversion rights provided for
      therein, but the Debentures will be delisted from trade on the Stock
      Exchange and shall be, inter alia, subject to the consequent tax
      implications.

              


      

       

      
        	
                 
      

              	
                10.1.6

              	
                The
      early redemption of the Debentures as aforesaid will not confer upon the
      Holder of Debentures of the same Series redeemed as above the right to
      receive 

              


      

       

      
        
          
          

        

        
          -59-

          
            

          

        

        
          
          

        

         

      

      interest in respect of the
period subsequent to the date of redemption.

       

      
        	
                 
      

              	
                10.2

              	
                Early
      redemption initiated by the Company - The Company will be allowed to call
      for the early redemption of the Debentures in Series E through I and 1
      through to 2 offered under the Offer Report in accordance with the Shelf
      Prospectus, under the terms and according to the price, mechanism,
      schedules and the other terms stipulated by the Code and guidelines of the
      Stock Exchange prevailing at such time, as shall be determined in the
      Initial Offer Report of the Debentures in the relevant
    Series.

              


      

       

      11.           Purchase of the Debentures
by the Company and/or by a subsidiary

       

      
        	
                 
      

              	
                11.1

              	
                The
      Company reserves the right to purchase at any time, within or without the
      Stock Exchange, Debentures at any price of its choosing, without prejudice
      to the obligation of repayment of the Debentures remaining in circulation
      as specified above. The Debentures that will be purchased by the Company
      will be cancelled and delisted from trade on the Stock Exchange, and the
      Company will not be allowed to re-issue them. If the purchase of the
      Debentures by the Company is carried out as part of the trade on the Stock
      Exchange, the Company will apply to the Stock Exchange Clearing House to
      withdraw the relevant Debenture
Certificates.

              


      

       

      
        	
                 
      

              	
                11.2

              	
                A
      subsidiary of the Company and/or the controlling shareholder and/or
      companies under the control of the controlling shareholder of the Company
      (“Affiliated
      Company”) are allowed to purchase and/or sell from time to time
      within or without the Stock Exchange, including by way of issuance by the
      Company, Debentures at any price of their choosing and sell them
      accordingly. The Debentures thus held by the allied corporation will be
      considered as an asset of the affiliated company, and if they are listed
      for trading, they will not be delisted from trade on the Stock Exchange
      other than subject to the rules of the Stock
  Exchange.

              


      

       

      
        	
                 
      

              	
                On
      the matter of holding Meetings of Holders of Debentures, the provisions of
      Section 2.19 of the second addendum to this Deed will
    apply.

              


      

       

      
        	
                 
      

              	
                11.3

              	
                The
      Company is allowed, at any time and from time
      to time, without needing the consent of the Debenture Holders or the
      Trustee, to issue, including to an affiliated company, Debentures of a
      different type and/or of different series and/or other securities, whether
      secured or unsecured, whether granting a right of conversion into shares
      of the Company or not granting such right, whether by public offering, by
      a private placement or under a Shelf Offer Report or otherwise, under
      terms of redemption, interest, linkage, discounting, repayment rate in the
      case of liquidation and other conditions, as the Company sees fit, whether
      they are preferable to the terms of the Debentures issued pursuant to the
      Prospectus, equal to them or inferior to
them.

              


      

       

      
        	
                 
      

              	
                11.4

              	
                Without
      derogating from the foregoing, the Company is allowed, at any time and
      from 

              


      

       

      
        
          
          

        

        
          -60-

          
            

          

        

        
          
          

        

         

      

      time
to time, without needing the consent of the Debenture Holders or the Trustee of
Each Series, to issue, including to an affiliated company, additional Debentures
from the Series offered under the Shelf Prospectus. The additional Debentures
that will be issued, to the extent issued, including their conditions and
resulting rights, will be identical and as the existing Debentures in the same
Series, and will together constitute one series for all purposes (it is
clarified that in the case of such issuance, the offerees to whom additional
Debentures will be issued will not be entitled to payment of principal and/or
interest whose determinant payment date preceded the issuance date). The
provisions of the Deed of Trust of the relevant Series will apply to these
additional Debentures. The Company shall publish an immediate statement on such
an issuance of additional Debentures and will apply to the Stock Exchange in an
application to list these additional Debentures for trading these additional
Debentures therein. In the case of expansion of the series of the Debentures as
above, the fee of the Trustee shall be increased in proportion to the increase
of the size of the series.

       

      The
Company shall inform the Trustee and the Debenture Holders of the issue of these
additional Debentures.

       

      This
right of the Company does not exempt the Trustee from examining such an
issuance, to the extent that such a duty is imposed on the Trustee by law, and
it does not derogate from the rights of the Trustee and of the Meeting of the
Debenture Holders according to the Deed of Trust, including their right to make
the Debentures immediately payable as stated in Section 16 below.

       

      
        	
                 
      

              	
                11.5

              	
                The
      Company reserves the right to allocate the Debentures following an
      expansion of the series at a different discount rate (higher or lower)
      than the discount rate of the Debentures then in circulation (including
      due to issuance at a price that reflects a different discount rate). The
      discounted allocation of the Debentures originating from expansion of the
      series of the Debentures at a rate exceeding the discount rate established
      for the Debentures before the expansion may adversely affect the state of
      the Debenture Holders.

              


      

       

      
        	
                 
      

              	
                11.6

              	
                The
      provisions of this Section 11 above itself do not bind the Company or the
      Debenture Holders to purchase Debentures or sell the Debentures in their
      possession.

              


      

       

      
        	
                 
      

              	
                11.7

              	
                Wherever
      the rules of the Stock Exchange apply or will apply to any action
      according to this Deed of Trust, they will have preference over the
      provisions hereof, and the dates of such an action will be determined in
      accordance with the rules of the Stock
Exchange.

              


      

       

      12.           Waiver; Settlement and
Changes in the Terms of the Debentures

       

      
        	
                 
      

              	
                12.1

              	
                Subject to the provisions
      of the Law and the regulations promulgated and/or that will
    

              


      

       

      
        
          
          

        

        
          -61-

          
            

          

        

        
          
          

        

        
           

          
            	
                     
      

                  	
                     

                  	
                    promulgated
      thereby, the Trustee shall be allowed, from time to time and at any time,
      if it is convinced that this does not in its opinion infringe upon the
      rights of the Debenture Holders, to waive any violation or non-fulfillment
      of any of the terms hereof by the Company, as long as these do not relate
      to the terms of repayment of the Debentures and the grounds for calling
      for immediate repayment as specified in Section 16
  below.

                  


          

           

        

      

      
        	
                 
      

              	
                12.2

              	
                Subject
      to the provisions of the Law and the regulations promulgated and/or that
      will be promulgated thereby, the Trustee is allowed, whether before or
      after the principal of the Debentures is called for immediate repayment,
      to settle with the Company concerning any right or claim of the Debenture
      Holders and agree with the Company to any arrangement concerning the
      rights of the Debenture Holders, including waiving any right or claim of
      the Debenture Holders towards the Company hereby. If the Trustee settles
      with the Company after having received prior approval of the Debenture
      Holders as stated above, the Trustee shall be exempt of liability for this
      action, as approved by the general Meeting. The foregoing does not exempt
      the Trustee from responsibility for its actions until the date of making a
      decision of the Meeting of the Holders and/or its actions concerning its
      application.

              


      

       

      
        	
                 
      

              	
                12.3

              	
                Subject
      to the provisions of the Law and the regulations promulgated and/or to be
      promulgated thereby, the Trustee and the Company may, whether before or
      after the principal of the Debentures is called for immediate repayment,
      change the Deed of Trust (including a change in the conditions of the
      Debentures), if one of the following is
  fulfilled:

              


      

       

      
        	
                 
      

              	
                12.3.1

              	
                The
      Trustee is satisfied that the change does not adversely affect the
      Debenture Holders.

              


      

       

      
        	
                 
      

              	
                12.3.2

              	
                The
      Debenture Holders have agreed to the proposed change, by a special
      decision as specified in Sections 2.4 and 2.10 of the second addendum
      hereinafter.

              


      

       

      
        	
                 
      

              	
                12.4

              	
                The
      Trustee shall be entitled, at the request of the Company from time to
      time, to make changes in the Deed of Trust and/or in the Debentures, as
      required by a Securities Authority and/or the Stock Exchange and/or any
      other governmental authority, for the purpose of listing the Debentures
      for trade on the Stock Exchange, as long as the Trustee is satisfied that
      the change does not cause a material adverse effect to the Debenture
      Holders.

              


      

       

      
        	
                 
      

              	
                12.5

              	
                The
      Company will give the Debenture Holders a notice of any such change, in
      accordance with Section 17 hereof, as soon as possible after its
      execution.

              


      

       

      
        	
                 
      

              	
                12.6

              	
                The
      general meetings as stated in this section above will be convened, as
      stated in the

              


      

       

      
        
          
          

        

        
          -62-

          
            

          

        

        
          
          

        

        
           

          
            	
                     
      

                  	
                     

                  	
                    second
      addendum of the Deed of Trust.

                  


          

           

        

      

      
        	
                 
      

              	
                12.7

              	
                In
      any case of use of the right of the Trustee in accordance with this
      section above, the Trustee shall be entitled to demand that the Debenture
      Holders give to it or to the Company their certificates, for noting a
      comment concerning any such settlement, waiver, change or amendment and
      according to the demand of the Trustee, the Company will note such a
      comment in the certificates that are given to it. In any case of use of
      the right of the Trustee pursuant to this section, the Trustee shall
      announce this, within a reasonable time, in writing, to the Debenture
      Holders.

              


      

       

      
        	
                13.

              	
                Meetings of Debenture
      Holders

              


      

       

      General
meetings of the Debenture Holders will be convened and managed, as stated in the
second addendum to the Deed of Trust.

       

      14.           Receipts as
proof

       

      
        	
                 
      

              	
                14.1

              	
                A receipt from the
      Debenture Holder for the sums of the principal, the interest and the
      linkage differences that have been paid thereto by the Trustee for that
      Debenture will release the Trustee categorically in all matters related to
      payment of the sums stated on the
receipt.

              


      

       

      
        	
                 
      

              	
                14.2

              	
                Until
      the end of the period specified in Section 7.5 above, a receipt from the
      Trustee concerning the deposit of the sums of the principal, the interest
      and the linkage differences in its possession to the benefit of the
      Debenture Holders as stated in this Deed will be considered as a receipt
      from the Debenture Holders for the sums specified
  therein.

              


      

       

      
        	
                 
      

              	
                14.3

              	
                The
      sums distributed as stated in Sections 7 and 14 hereof will be considered
      as payment on the account of the repayment of the
    Debentures.

              


      

       

      
        	
                15.

              	
                Replacement of
      Debenture Certificates

              


      

       

      In the
case of a Debenture Certificate wearing out, being lost or destroyed, the
Company shall be entitled to issue in its place a new Certificate of the
Debentures, under the same conditions concerning proof, indemnification and
coverage of the expenses sustained by the Company for inquiring as to the right
of ownership of the Debentures that the certificate thus replaced relates to, as
the Company deems fit,  provided that in the case of wear, the worn
out Debenture certificate will be returned to the Company before the new
Certificate is issued. Taxes, duties and other expenses involved in the issue of
the new Certificate will be borne by the party requesting this
Certificate.

       

      
        	
                16.

              	
                Immediate
      Repayment

              


      

       

      
        	
                 
      

              	
                16.1

              	
                In
      one or more of the events enumerated
below:

              


      

       

      
        
          
          

        

        
          -63-

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                16.1.1

              	
                If
      the Company does not repay any sum that is due from it connection to the
      Debentures within 45 days of the maturity of that
  sum.

              


      

       

      
        	
                 
      

              	
                16.1.2

              	
                If
      a temporary liquidator has been appointed by a court, or if a valid
      resolution has been adopted to liquidate the Company (other than
      liquidation for merging with another company and/or restructuring of the
      Company) and this appointment or resolution is not cancelled within 30
      Business Days of being given.

              


      

       

      
        	
                 
      

              	
                16.1.3

              	
                If
      an attachment is imposed on some or all of the material assets of the
      Company and the attachment is not removed within 60
  days.

              


      

       

      
        	
                 
      

              	
                16.1.4

              	
                An
      execution action is carried out against a material asset of the Company,
      in part or in full, and the action is not cancelled within 90
      days.

              


      

       

      
        	
                 
      

              	
                16.1.5

              	
                If
      a receiver is appointed for the Company and/or some or all of its material
      assets, and the appointment is not cancelled within 90
    days.

              


      

       

      
        	
                 
      

              	
                16.1.6

              	
                If
      the Company ceases the payments of the Debentures and/or announces its
      intent to cease the payments of the
Debentures.

              


      

       

      
        	
                 
      

              	
                16.1.7

              	
                If
      the Company discontinues its business affairs or managing its business
      affairs, as they are from time to time, and/or announces its intent to
      cease in engaging in or managing its business affairs as shall be from
      time to time.

              


      

       

      
        	
                 
      

              	
                16.1.8

              	
                If
      another series of Debentures that the Company has issued is called for
      immediate repayment other than according to a resolution of the
      Company.

              


      

       

      
        	
                 
      

              	
                16.1.9

              	
                If
      an order for staying of proceedings is given or if a motion has been filed
      concerning the Company to make an arrangement with the creditors of the
      Company pursuant to Section 350 of the Companies Law (other than for
      merging with another company and/or restructuring of the Company) against
      the Company and this order or motion is not cancelled within 90 days of
      commencement thereof.

              


      

       

      
        	
                 
      

              	
                16.1.10

              	
                If
      the Company is wound up or struck for any
  reason.

              


      

       

      
        	
                 
      

              	
                16.1.11

              	
                A
      fundamental breach of the terms of the Debentures and the Deed of Trust,
      including if it is found that the undertakings of the Company in the
      Debentures or herein are incorrect and/or incomplete, provided a notice
      has been given to the Company to rectify the violation and the Company
      does not correct such a violation within 14 Business Days of issue of the
      notice, and provided that the payments to the Debenture Holders and/or the
      rights thereof are infringed or may be infringed as a
    result.

              


      

       

      
        	
                 
      

              	
                16.1.12

              	
                If
      there is material concern that the Company will discontinue the payments
      of the 

              


      

       

      
        
          
          

        

        
          -64-

          
            

          

        

        
          
          

        

         

      

      Debentures and/or there is
material concern that it will cease in managing its business affairs as shall be
from time to time.

       

      
        	
                 
      

              	
                16.1.13

              	
                In
      the occurrence of any other event that constitutes material infringement
      and/or may cause material infringement of the rights of the Debenture
      Holders.

              


      

       

      For the
purposes of this entire section, "Material Asset" is an asset whose value in the
books of the Company exceeds 20% of the income of the Company according to its
last (audited) consolidated annual statements on the date of the
event.

       

      
        	
                 
      

              	
                16.2

              	
                In
      the occurrence of any of the events listed in Section 6.1 above, the
      following provisions will apply:

              


      

       

      
        	
                 
      

              	
                16.2.1

              	
                (A)

              	
                In
      the case of any of the events in Sections 16.1.1 to 16.1.10 (inclusive)
      above, the Trustee will be required to call a Meeting of the Debenture
      Holders; or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                In
      the case of any of the events in Sections 16.1.11 to 16.1.13 (inclusive)
      above, the Trustee will be allowed (but not required) to call a meeting of
      the Debenture Holders, but the Trustee will be required to call a meeting
      of Holders by a written request of Holders of at least ten percent (10%)
      of the par value of the unsettled balance of the principal of the
      Debentures in circulation, as specified in Section 1.1 of the second
      addendum hereto.

              


      

       

      
        	
                 
      

              	
                16.2.2

              	
                The
      date of convening the Meeting, which will be called in accordance with the
      provisions of Section 16.2.1 A or B above, will be 30 days after the date
      of its calling (or a shorter term in accordance with the provisions of
      Section 16.2.5 below), whose agenda will have a resolution concerning
      calling for immediate repayment the entire unsettled balance of the
      Debentures, due to the occurrence of any of the events specified in
      Section 16.1 above, as relevant.

              


      

       

      
        	
                 
      

              	
                16.2.3

              	
                In
      the case that until the date of convening of the Meeting, none of the
      events specified in Section 16.1 above has been canceled or removed, and
      the Meeting of the Debenture Holders as stated resolve to call all of the
      unsettled balance of the Debentures for immediate repayment as a Special
      resolution (as defined in the second addendum hereto), the Trustee will be
      required, within a reasonable time, to call all of the unsettled balance
      of the Debentures for immediate repayment, as long as it has given the
      Company at least 15 days written warning of its intent to do so and the
      event for which the resolution was adopted has not been canceled or
      removed within this period.

              


      

       

      
        
          
          

        

        
          -65-

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                16.2.4

              	
                A
      copy of the
      notice for calling the Meeting will be sent by the Trustee to the Company
      as soon as the notice is published and will constitute advance written
      warning to the Company of the intent to act to call the Debentures for
      immediate repayment.

              


      

       

      
        	
                 
      

              	
                16.2.5

              	
                The
      Trustee is entitled, at its discretion, to reduce the count of 30 days (in
      Section 16.2.2 above) and/or the said 15 days of warning (in Section
      16.2.3) in the case of the Trustee opining that any deferral in calling
      the debt of the Company for repayment endangers the rights of the
      Debenture Holders, but in any case the Trustee shall not do so without
      first applying to the Company in writing 7 Business Days before the date
      of the meeting, indicating the reasons for reducing the time, at the
      discretion of the Trustee in the circumstances at
  hand.

              


      

       

      
        	
                 
      

              	
                16.2.6

              	
                The Trustee will be
      responsible for reporting to the Debenture Holders of the occurrence of
      any of the events specified in Sections 16.1.11 to 16.1.13 (inclusive)
      above, whether pursuant to publications that the Company has made or
      according to a notice of the Company that will be sent to it according to
      the provisions of Section 17 below, soon after it being brought to its
      attention or delivered to it.

              


      

       

      
        	
                17.

              	
                Notices

              


      

       

       

      
        	
                 
      

              	
                17.1

              	
                Any
      notice from the Company and/or the Trustee to the Debenture Holders, as
      relevant, shall be given as
follows:

              


      

       

      
        	
                 
      

              	
                17.1.1

              	
                By
      reporting in the MAGNA system of the Securities Authority; the Trustee is
      allowed to instruct the Company and the Company will be required to report
      forthwith in the MAGNA system on behalf of the Trustee any report in the
      format as forwarded in writing by the Trustee to the Company); and
      by

              


      

       

      
        	
                 
      

              	
                17.1.2

              	
                A
      notice that will be published in two widely distributed daily newspapers
      that are published in Israel in
Hebrew;

              


      

       

      
        	
                 
      

              	
                Any
      notice or demand from the Trustee to the Company may be given by a letter
      that is sent by registered mail to the address stated herein, or to any
      other address that the Company informs the Trustee of in writing, or by
      transmission by facsimile or by courier and any such notice or demand will
      be considered as having been received by the Company: (1) in the case of
      sending by registered mail – three business days from the day of mailing
      thereof; (2) in the case of transmission by facsimile (along with a
      telephone check of receipt thereof) – one business day from the day of its
      transmission; (3) and in the case of sending by courier – upon its
      delivery by the courier to 

              


      

       

      
        
          
          

        

        
          -66-

          
            

          

        

        
          
          

        

      

       

      the
addressee or the offering thereof to the addressee for receipt, as
relevant.

       

      
        	
                 
      

              	
                17.2

              	
                Any
      notice or demand from the
      Company to the Trustee may be given by a letter that is sent by registered
      mail to the address stated herein, or to another address that the Trustee
      informs the Company of in writing, or by transmission by facsimile or by
      electronic mail (“email”) or by courier
      and any such notice or demand will be considered as having been received
      by the Trustee: (1) in the case of sending by registered mail – three
      business days from the day of mailing thereof; (2) in the case of
      transmission by facsimile or by email (along with a telephone check of
      receipt thereof) or sending by courier – upon its delivery by the courier
      to the addressee or the offering thereof to the addressee for receipt, as
      relevant.

              


      

       

      
        	
                 
      

              	
                17.3

              	
                Copies
      of notices and invitations that the Company gives to the Debenture Holders
      will also be sent by the Company in an Immediate Report, a copy of which
      will be given to the Trustee.

              


      

       

      
        
          
          

        

        
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                Cellcom
      Israel Ltd.

              


      

      
        	
                 
      

              	
                Second
      Addendum

              


      

       

      
        	
                 
      

              	
                Meetings
      of the Debenture Holders

              


      

       

      The
following provisions will apply separately to each of the Series of Debentures E
through I and 1 through 2 (in this addendum, the Debentures in each of the
aforesaid Series will be hereinafter referred to as “the
Debentures”).

       

      
        	
                1.

              	
                Calling
      of Meetings of the Debenture
Holders:

              


      

       

      
        	
                 
      

              	
                1.1

              	
                The
      Trustee or the Company may call a Meeting of the Debenture Holders. If the
      Trustee and/or the Company calls such a Meeting, they must send
      immediately a written notice to the Trustee and/or the Company, as
      relevant, regarding the site, the day and the time on which the Meeting
      will be held and on the matters to be brought for discussion therein, and
      the Trustee or the Company, as the case may be, or a representative
      thereof, will be entitled to participate in such a Meeting without them
      having a voting right. The Company will be required to call a general
      meeting by written request of the Trustee or of the Debenture Holders
      holding at least ten percent 10%) of the unsettled balance of the
      principal of the Debentures in circulation, as relevant. The Trustee shall
      be required to call such a Meeting, at the written request of the Holders
      of at least ten percent (10%) of the par value of the unsettled balance of
      the principal of the Debentures in circulation. If the parties asking to
      call the Meeting are the Debenture Holders, the Company and/or the
      Trustee, as relevant, are entitled to demand from the requesting parties
      indemnification for the reasonable expenses involved
    therein.

              


      

       

      
        	
                 
      

              	
                1.2

              	
                Fourteen
      (14) days advance notice will be given of each Meeting of the Debenture
      Holders, which will elaborate the place, the day and the time of the
      Meeting, and will indicate in general the subjects that will be discussed
      in the meeting. The Trustee is allowed, at its discretion, to shorten the
      duration of the advance notice if it sees that a deferral in calling the
      Meeting will cause infringement of the rights of the Debenture
      Holders.

              


      

       

      
        	
                 
      

              	
                1.3

              	
                In
      case of the purpose of the Meeting being a discussion and adopting a
      special resolution as defined in Section 2.4 and 2.10 of this addendum
      hereinafter, the notice will elaborate, in addition to the foregoing, the
      principle of the proposed decision. No resolution that has been duly
      adopted in a Meeting thus called will be disqualified if notice is not
      given, erroneously to all of the Debenture Holders, or if such notice has
      not been received by all of the Debenture
  Holders.

              


      

       

      
        	
                 
      

              	
                1.4

              	
                Any
      such notice from the Company and/or the Trustee to the Debenture Holders
      will be given by a notice that is published in two (2) widely distributed
      daily newspapers 

              


      

       

      
        
          
          

        

        
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      that
are published in Israel in Hebrew. In addition, an immediate report will be
given by the Company. Any notice that is published as stated above will be
considered as having been given to the Debenture Holders on the day of its
publication as above.

       

      
        	
                2.

              	
                Meetings
      of the Debenture Holders:

              


      

       

      
        	
                 
      

              	
                2.1

              	
                The
      chairman of the Meeting will be a person who will be appointed by the
      Trustee. If the Trustee has not appointed a chairman or he is absent from
      the Meeting for half an hour from the determinant time for holding the
      Meeting, the attending Debenture Holders will choose a chairmen from among
      their number.

              


      

       

      
        	
                 
      

              	
                2.2

              	
                A
      Meeting of the Debenture Holders will be opened after it is proved that
      there is the legal quorum for starting the discussion
    present.

              


      

       

      
        	
                 
      

              	
                2.3

              	
                Subject
      to the legal quorum that is required in a Meeting that is convened for
      adopting a special resolution, and subject to the legal quorum that is
      required for the dismissal of a trustee pursuant to the Securities Law,
      two Debenture Holders who are attending by themselves or by proxy and
      together holding or representing at least a tenth (1/10) of the unsettled
      balance of the Debentures in circulation at that time will constitute a
      legal quorum.

              


      

       

      
        	
                 
      

              	
                2.4

              	
                A
      special resolution of the Debenture Holder Meeting will be required on the
      following issues (“Special
      Resolution”):

              


      

       

      
        	
                 
      

              	
                2.4.1

              	
                A
      change and/or amendment to the Deed of Trust, in the case of this
      requiring a resolution of a general Meeting pursuant to the Deed of
      Trust

              


      

       

      
        	
                 
      

              	
                2.4.2

              	
                Any
      amendment, change and/or arrangement of rights of the Debenture Holders,
      whether these rights result from the Debenture, the Deed of Trust or
      otherwise, or any settlement or waiver concerning these rights, in the
      case of a decision of a general meeting being required for this purpose
      pursuant to the Deed of Trust.

              


      

       

      
        	
                 
      

              	
                2.4.3

              	
                Calling
      the Debentures for immediate repayment, in accordance with the terms of
      the Deed of Trust.

              


      

       

      
        	
                 
      

              	
                2.5

              	
                In
      a meeting that is called for adopting a Special Resolution a legal quorum
      will be constituted – if Holders of at least fifty percent (50%) of the
      unsettled balance of the Debentures in circulation at that time are
      present in the general meeting, or in a deferred meeting, if Holders of at
      least ten percent (10%) of the said balance are
  present.

              


      

       

      
        	
                 
      

              	
                2.6

              	
                If
      within an half an hour of the time set for starting a Meeting, no legal
      quorum is present, the Meeting will be deferred to the same day in the
      following week (and in the case of this day not being a Business Day to
      the Business Day immediately following


              


      

       

      
        
          
          

        

        
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                  it)
      to the same place and time, without there being a duty to announce this to
      the Debenture Holders, or to another day, place and time, as chosen by the
      inviting party, which it will announce to the Debenture Holders at least
      three (3) days in advance. If no legal quorum is found in a Meeting thus
      deferred, half an hour after the time established for starting the
      Meeting, two (2) Debenture Holders attending by themselves or by proxy,
      regardless of the par value held thereby, will constitute a legal quorum,
      and other than the legal quorum required for adopting a special
      resolution, provided that the instruction determining the legal quorum as
      above is published within the notice of the original Meeting, provided
      that the notice to the Debenture Holders of the holding of the deferred
      Meeting is announced in accordance with the provisions of Section 1.4
      hereto above, by no later than seven (7) days before the date of holding
      the deferred Meeting. Such a notice may be published within the notice of
      the original meeting (the general Meeting that was
    deferred).

                


        

         

      

      
        	
                 
      

              	
                2.7

              	
                Other
      than the foregoing, a Debenture Holder will not be entitled to receive any
      notice of a deferred Meeting and/or of matters that will be discussed in
      the deferred Meeting. Only matters that may be discussed in a Meeting will
      be discussed in a deferred Meeting.

              


      

       

      
        	
                 
      

              	
                2.8

              	
                With
      the consent of a majority in a Meeting in which a legal quorum has
      attended, the chairman is allowed, and at the demand of the Meeting is
      compelled, to defer the continuation of the Meeting from time to time and
      from place to place, as the Meeting decides. If the continuation of the
      Meeting is deferred by ten (10) days or more, a notice of the continued
      Meeting will be given by way of publishing an immediate report in the
      MAGNA system only.

              


      

       

      
        	
                 
      

              	
                2.9

              	
                In
      the vote, each Holder who is present in person or by proxy will have one
      vote for each NIS 1 par value of the total specified unpaid principal of
      the Debentures by which he may
vote.

              


      

       

      
        	
                 
      

              	
                2.10

              	
                Each
      resolution will be adopted by a counting of votes. The majority that is
      required for a regular resolution is a regular majority of the number of
      votes represented in the vote of the Meeting (except abstainers). The
      majority that is required for a Special resolution in such a Meeting is a
      majority of not less than 75% of the number of votes represented in such a
      vote (except abstainers).

              


      

       

      
        	
                 
      

              	
                2.11

              	
                An
      appointment letter that appoints a proxy will be in writing and will be
      signed by the appointer or by the proxy thereof who is duly authorized to
      do so in writing. If the appointer is a corporation, the appointment will
      be made in writing and will be signed by the stamp of the corporation,
      along with the signature of the secretary of the corporation or the
      advocate of the corporation who has the authority to do so. The
      appointment letter of a proxy will be made out in any generally accepted
      form. A proxy 

                 

              


      

       

      
        
          
          

        

        
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                  is
      not required to be a Debenture Holder by himself. The appointment letter
      and the power of attorney or the other certificate by which the
      appointment letter is made out or an approved copy of such a power of
      attorney will be deposited in the registered office of the Company or at
      another address that the Company announces not less than forty eight (48)
      hours before the time of the Meeting for which the power of attorney has
      been given, unless otherwise determined in the notice calling the Meeting.
      The appointment letter will also be valid concerning any deferred Meeting
      of a Meeting that the appointment letter relates to, unless stated
      otherwise in the appointment letter. A vote that is made in accordance
      with the terms in the document appointing a proxy will also be valid if
      the appointer has passed away or been declared legally incompetent or if
      the appointment letter is cancelled or the Debenture that the vote has
      been given for is transferred prior to the vote, unless a written notice
      of the death, decisions of legal incompetence, cancellation or transfer,
      as relevant, received at the registered office of the Company before the
      Meeting.

                


        

         

      

      
        	
                 
      

              	
                2.12

              	
                Any
      corporation that owns a Debenture may, by duly signed written
      authorization, empower a person as it deems fit to act as its
      representative in any Meeting of the Debenture Holders, and the person who
      has been authorized will be allowed to act on behalf of the corporation
      that he represents.

              


      

       

      
        	
                 
      

              	
                2.13

              	
                Any
      proposal for a resolution that is put to the vote in a Meeting of Holders
      will be decided by a show of hands, unless a vote using a ballot box is
      demanded by the chairman or by at least two (2) Debenture Holders, who are
      present by themselves or by their proxy, whether a vote was made
      previously with a raise of hands or thereafter and the vote by ballot box
      will prevail. In the case of joint Holders, only the vote of the more
      senior Holder wishing to vote will be accepted, whether by himself or by
      his proxy, for which purpose seniority will be determined by the order in
      which the names are listed in the Register of
  Holders.

              


      

       

      
        	
                 
      

              	
                2.14

              	
                The
      Trustee shall not have a right to vote in a Meeting of the Debenture
      Holder.

              


      

       

      
        	
                 
      

              	
                2.15

              	
                In
      a vote, a Debenture Holder or the proxy thereof is allowed to vote with
      some of its votes in favor of a proposal that is being discussed, and with
      some against the proposal, as it deems
fit.

              


      

       

      
        	
                 
      

              	
                2.16

              	
                Declaration
      of the chairman of the Meeting concerning adopting or rejecting a
      resolution and recording of this matter in the minutes book will serve as
      prima facie
      evidence of this fact.

              


      

       

      
        	
                 
      

              	
                2.17

              	
                The
      chairman of the meeting will have a minute of the Meeting of the Debenture
      Holders prepared which shall be written in the book of minutes. Each such
      minutes will be signed by the chairman of the meeting or by the chairman
      of the Meeting held 

              


      

       

      
        
          
          

        

        
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                  thereafter,
      and all minutes thus signed will serve as conclusive testimony of the
      proceedings in the Meeting, and as long as it is not proved otherwise, any
      resolution adopted in such a Meeting will be considered as having been
      duly adopted.

                


        

         

      

      
        	
                 
      

              	
                2.18

              	
                A
      person or persons who are appointed by the Trustee, the secretary of the
      Company and any other person or persons authorized by the Company will be
      allowed to be present in Meetings of the Debenture Holders without a
      voting right. In case that, at the discretion of the Trustee, part of the
      meeting requires a discussion without the presence of the Company or
      anyone acting on its behalf, then that part of the discussion will be held
      without the participation of the Company or anyone acting on its
      behalf.

              


      

       

      
        	
                
                

              	
                2.19

              	
                Debentures
      held by an Affiliated Company will not grant their Holders a voting right
      in the general meeting of the Debenture Holders, but they will be
      considered for determining the legal quorum in the general meeting, except
      Debentures that will be held by an Affiliated Company that is an investor
      that is one of the investors listed in the first addendum to the
      Securities Law (concerning Section 15A(B)(1) of the Law) that is not
      investing for itself (an "Affiliated Institutional Investor”), which will
      grant voting rights in a meeting of the Debenture Holders. At the time of
      holding the Meeting of the Debenture Holders, the Trustee shall check for
      conflicting interests among the Debenture Holders in accordance with the
      circumstances at hand and the need for calling Class Meetings in cases in
      which there are differing interests among the Debenture Holders, in
      accordance with the circumstances at hand. The Company and the Trustee
      shall act to call Class Meetings of the Debenture Holders in accordance
      with the provisions of the law, the provisions of the Securities Law and
      the Regulations and promulgated there under. In the case of holding Class
      Meetings, approval of a resolution requires approval in each of the Class
      Meetings that are called, and in the Meeting of all of the Holders
      Debentures, with the majority that is required by the provisions of the
      Deed of Trust and the appendices thereof. At the decision of the Trustee,
      a certain class of interest holders may not be invited and their consent
      will not be required for the passing of a certain
    resolution.

              


      

    

     

    -72-