Issue of the Notes Clause Samples

Issue of the Notes. (1) The Notes shall be issued in the form of one or more fully registered Global Notes registered in the name of Cede & Co., as nominee of DTC, and shall be executed by the Issuer. The Global Notes will be substantially in the form attached as Schedule A, with such changes as may be agreed between the Issuer and the Registrar. The aggregate principal amount of Notes to be issued and outstanding at any time in the form of the Global Notes or physical certificates (the "Certificated Notes") issued in accordance with Section 5 shall not exceed U.S.$1,250,000,000 except to the extent that Notes are further issued in accordance with Section 19. Forthwith after such execution, the Global Notes shall be delivered to the Registrar and shall be authenticated by the Registrar (or by such other person as the Registrar may appoint for such purpose with the consent of the Issuer), and delivered to or to the order of the Issuer pursuant to a written direction of the Issuer. (2) Beneficial owners of Notes will not, except in the limited circumstances described in Section 5, be entitled to receive Notes represented by Certificated Notes or to have Notes registered in their names and will not be considered holders thereof under this Agreement. The Certificated Notes, if any, will be substantially in the form attached as Schedule A with the appropriate changes thereto, consistent with the provisions of this Agreement, as may be agreed between the Issuer and the Registrar. (3) The Global Notes shall be issued and delivered only to or to the order of DTC or its successor appointed by the Issuer in accordance with Section 5(2). The Global Notes shall be in the principal amount from time to time endorsed thereon. The Registrar shall cause DTC to establish on its book-entry Clearing System an account in the name of the Registrar, as registrar and transfer agent for the Notes (the "Registrar Segregated Account"), for the purpose of facilitating the initial distribution of Notes in accordance with procedures previously agreed to by the Issuer, the Registrar and DTC. The Registrar Segregated Account is maintained exclusively for book-keeping purposes and for purposes of facilitating timely transfers of Notes, and the Registrar shall not be deemed the owner or holder of the Notes recorded therein for any purpose under this Agreement or under the terms of the Notes. The Issuer acknowledges and agrees that the Registrar Segregated Account will be subject to the agreements, rules and p...

Issue of the Notes. The Issuer hereby creates and authorizes for immediate issue a Series of ▇▇▇▇▇ pursuant to the· Master Indenture and this Tenth Supplemental Indenture to be designated as "Medium-Term Notes" which shall be limited to an aggregate amount of $800,000,000.00 in lawful money of Canada. The aggregate amount of the Notes shall be calculated, in the case of interest bearing Notes, on the basis of the principal amount of such Notes issued, and in the case of non-interest bearing Notes, on the basis of the gross proceeds received by the Issuer. The Notes shall be issued from time to time in one or more series or issues pursuant to the Issuer's short form base shelf prospectus dated May 16, 2008 or any prospectus filed with the securities regulatory authorities in replacement thereof (the "Prospectus") and the applicable pricing supplement (the "Pricing Supplement"), as amended and supplemented from time to time.

Issue of the Notes. The Issuer will issue the Notes on the terms, and subject to and in accordance with, the Indenture.

Issue of the Notes. The Company will issue registered Series B Notes, unlimited in amount, Up to the date of this Revised Trust Deed, the Company issued a total sum of NIS par value of registered Series B Notes, which pursuant to the terms of the Original Trust Deed are payable in 5 equal annual installments, on July 1 of each of the years 2011 to 2015, inclusive (the first installment to be was effected on July 1, 2011 and the last installment to be effected on July 1, 2015), bearing interest at a of 5.4% rate to be as was determined in the tender as described in the Company's Prospectus of February 2008, payable in semi-annual installments on July 1 and December 31 of each year in the years 2008 to 2015 (the first installment to be was effected on July 1, 2008 and the last installment to be effected on July 1, 2015), linked (principal Principal and interest) to the Consumer Price Index, for the month of December 2007, as was published on January 15, 2008, all pursuant to the terms set forth in the Note attached as Appendix A hereto. Up to the date of this Revised Trust Deed the Company repaid 3 Principal annual installments, on July 1st of the each of the years 2011 to 2013 in a total sum of NIS par value of Series B Notes. As of the Effective Date, the terms of Series B Notes will be as follows: (a) The Total Balance of Principal of the Series B Notes will be payable in 3 equal annual installments on July 1 of each of the years 2016 to 2018 inclusive (the first installment to be effected on July 1, 2016 and the last installment to be effected on July 1, 2018). However, if during the first two years from the Effective Date, the Company has repaid at least 50% of the Deferred Series B Notes Debt, then the balance of the Principal of the Series B Notes as it shall be at the end of the first two years after the Effective Date will be automatically delayed by one additional year and payable in 3 equal annual installments on July 1 of each of the years 2017 to 2019, inclusive. (b) The Current Balance of Principal of the Series B Notes shall bear interest at a rate of 5.4% per annum until December 31, 2013 and then 6.9% per annum effective as per 1 January 2014, payable in semi-annual installments on July 1 and December 31 of each year (the first installment to be effected on the earlier of July 1 and December 31 following the Effective Date (“First Interest Payment Date”) and the last installment to be effected on July 1, 2018), linked (Principal and interest) to the Consumer Pr...

Issue of the Notes. 2.1 Form, Terms and Certification and Delivery of the Notes 2.1.1 The sixteenth series of Notes authorized to be issued from time to time hereunder, as one or more tranches, shall be designated “Medium Term Notes” and are herein sometimes called the “Notes”. The Notes may be issued by the Issuers in separate tranches from time to time in an unlimited aggregate principal amount and may only be validly issued when the aggregate principal amount of the relevant tranche of Notes to be issued, when added to the aggregate principal amount of all Notes previously or simultaneously issued under the Prospectus in effect on the date of issue, does not exceed the Program Amount. Upon any increase or decrease from time to time in the Program Amount, the Issuers shall forthwith deliver to the Trustee a copy of a Board Resolution of each of the Issuers approving such change certified by any one of the Board members or officers, as the case may be, of each of the Issuers, together with a copy of any amendment of or supplement to the Prospectus relating to such increase or decrease. Notes shall be delivered to the Trustee and shall be certified by or on behalf of the Trustee and delivered by it to or upon the receipt of a written order of each of the Issuers on the following terms:

Issue of the Notes. 2.1 Undertaking to issue The Issuer undertakes to the Bookrunner that:

Issue of the Notes. 1.1 Subject to the terms and conditions hereof, the Issuer agrees to issue the Notes on September 19, 2003, or such later date as the Issuer and the Lead Managers may agree (the “Closing Date”), to the Lead Managers or as they may direct. The Notes will be issued at a price equal to 90.689% of the principal amount of the Notes (the “Issue Price”). 1.2 The Issuer will, not later than the Closing Date, take all action necessary under the Fiscal Agency Agreement dated as of July 25, 2001 (as amended from time to time, the “Fiscal Agency Agreement”) among the Issuer, Banco Central de Venezuela (“Banco Central”), as official financial agent of the Republic, Deutsche Bank AG and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as fiscal agents and principal paying agents, to cause Deutsche Bank Trust Company Americas to authenticate and act as fiscal agent in relation to the Notes. The Notes will be issued in accordance with the terms of the Fiscal Agency Agreement and will be in the form set out therein. This Agreement and the Fiscal Agency Agreement are together referred to herein as the “Agreements” 1.3 The Issuer confirms that it has prepared an offering circular dated September 16, 2003 (the “Offering Circular”) and hereby authorizes the Lead Managers to distribute copies thereof in connection with the offer and sale of the Notes. 1.4 The Notes will have the benefit of a Registration Rights Agreement (the “Registration Rights Agreement”), to be dated as of September 19, 2003, between the Issuer and the Lead Managers, pursuant to which the Issuer will agree to register the Notes under the Securities Act subject to the terms and conditions therein specified.

Issue of the Notes. 10 2.1 Form, Terms and Certification and Delivery of the Notes 10 2.2 Execution of Notes 12 2.3 Certification 12 2.4 Additional Events of Default 13

Issue of the Notes. 2.1 Undertaking to issue