Bond Issue. 2.1 The Company shall issue a series, unrestricted in sum, of registered Series B Bonds of NIS 1 par value each, bearing interest at the rate of 3.4% per annum, linked (Principal and interest) to the Consumer Price Index in respect of the month of October 2009, as published on November 15, 2009. The Principal of the Series B Bonds shall be payable in four (4) equal annual payments, on November 30 of each of the years 2013 through 2016 (inclusively). The first payment of the Principal shall be executed on November 30, 2013, and the last payment of the Principal shall be executed on November 30, 2016. The interest on the Bonds shall be paid in biannual payments, on May 31 and on November 30 of each of the years 2010 through 2016, for the six-month period ending on the date of each such payment (hereinafter: “Interest Period”). The first payment of the interest shall be executed on May 31, 2010, and the last payment on November 30, 2016, together with the payment of the Principal, and against the return of the Bonds to the Company, all pursuant to the conditions specified in the attached Bond in the First Addendum to This Deed. The Bonds shall be issued to any party that is, on the Bond issue date, “Institutional Investors,” as this term is defined in the Securities Regulations (Method of Offering Securities to the Public), 5767 – 2007. Any transfer of the Bonds is subject to the restrictions on transfers specified in clause 7 of the Conditions Recorded in the Overleaf. The Bonds are being offered in a transaction that does not constitute a public offering in the United States, as this term is defined in the Securities Act of the United States of 1933, inclusive of amendments thereto (hereinafter: “the Law in the U.S.”). The Bonds shall not be submitted for listing with the Securities Exchange Commission of the United States or other securities authority of any state in the United States. The Bonds shall not be offerable or sellable pursuant to the Law in the U.S. by any Holder, unless pursuant to an exemption from the listing requirements in the United States, or within the scope of a transaction that is not subject to the listing requirements pursuant to the Law in the U.S., and pursuant to all operative securities laws in the relevant state in the United States.
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Sources: Trust Deed (Partner Communications Co LTD), Trust Deed (Partner Communications Co LTD), Trust Deed (Partner Communications Co LTD)