Filename: zk97465.txt

Type: SC 13D

Comment/Description:

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SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549

SCHEDULE 13D (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULED 13D-2(A) UNDER THE SECURITIES ACT OF 1934

PARTNER COMMUNICATIONS COMPANY LTD. (Name of Issuer)

American Depositary Shares, each representing one 70211M109 Ordinary Share, par value NIS 0.01 per share (Title of class of securities) (CUSIP number)

SCAILEX CORPORATION LTD. 48 Ben Zion Galis Street Segula Industrial Area

Petach Tikva 49277, Israel Attention: Yahel Shachar TELEPHONE: 972-3-9057730

(Name, address and telephone number of person authorized to receive notices and communications)

OCTOBER 28, 2009

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box [_].

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

(Continued on following pages)

1	NAME OF REPORTING PERSON: ILAN BEN DOVI.R.S. IDENTIFICATION NO.OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:(A) [X](B) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS:BK, WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d) OR 2(e):[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:Israel
		7	SOLE VOTING POWER:0
	NUMBER OFSHARES	8	SHARED VOTING POWER:70,275,105*
	BENEFICIALLYOWNED BYEACH REPORTING	9	SOLE DISPOSITIVE POWER:0
	PERSON WITH	10	SHARED DISPOSITIVE POWER:70,275,105*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:70,275,105*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):45.6%**
14	TYPE OF REPORTING PERSON:IN

* Ilan Ben Dov, Ben Dov Holdings Ltd., Suny Electronics Ltd. and Scailex Corporation Ltd. are the beneficial owners of 69,238,680 shares of the Issuer that are held directly by Scailex Corporation Ltd., and Ilan Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the beneficial owners of an additional 1,036,425 shares of the Issuer that are held directly by Suny Electronics Ltd. Ilan Ben Dov beneficially owns 58.03% of Suny Electronics Ltd. through Ben Dov Holdings Ltd., a company wholly-owned by Ilan Ben Dov. Ben Dov Holdings Ltd., together with two other companies wholly-owned by Ilan Ben Dov (E. Ben-Dov Investments Ltd. and Harmony (Ben Dov) Ltd.) (together with Ben Dov Holdings, the "Ben Dov Companies"), hold in the aggregate 70.18% of the ordinary shares of Suny Electronics Ltd. However, because 8.59% of the ordinary shares of Suny Electronics Ltd. are held by Suny Telecom (1994) Ltd., a wholly-owned subsidiary of Suny Electronics Ltd., the Ben Dov Companies effectively own 76.75% of the voting rights of Suny Electronics Ltd. Suny Electronics Ltd. owns 82.49% of the outstanding shares of Scailex Corporation Ltd. Accordingly, Ilan Ben Dov may be deemed to have the sole voting and dispositive power as to the aggregate 70,275,105 ordinary shares of the Issuer held of record by Scailex Corporation Ltd. and Suny Electronics Ltd.
** Based on 154,132,356 Ordinary Shares outstanding of Partner Communications Company Ltd. as reported by Partner Communications Company Ltd. to the Tel Aviv Stock Exchange (the "TASE") as of November 9, 2009.

1	NAME OF REPORTING PERSON: BEN DOV HOLDINGS LTD.I.R.S. IDENTIFICATION NO.OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:(A) [X](B) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS:BK, WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d) OR 2(e):[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:Israel
		7	SOLE VOTING POWER:0
	NUMBER OFSHARES	8	SHARED VOTING POWER:70,275,105*
BENEFICIALLYOWNED BYEACH REPORTINGPERSON WITH		9	SOLE DISPOSITIVE POWER:0
	SHARED DISPOSITIVE POWER:70,275,105*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:70,275,105*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):45.6%**
14	TYPE OF REPORTING PERSON:CO

* Ilan Ben Dov, Ben Dov Holdings Ltd., Suny Electronics Ltd. and Scailex Corporation Ltd. are the beneficial owners of 69,238,680 shares of the Issuer that are held directly by Scailex Corporation Ltd., and Ilan Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the beneficial owners of an additional 1,036,425 shares of the Issuer that are held directly by Suny Electronics Ltd. Ilan Ben Dov beneficially owns 58.03% of Suny Electronics Ltd. through Ben Dov Holdings Ltd., a company wholly-owned by Ilan Ben Dov. The Ben Dov Companies hold in the aggregate 70.18% of the ordinary shares of Suny Electronics Ltd. However, because 8.59% of the ordinary shares of Suny Electronics Ltd. are held by Suny Telecom (1994) Ltd., a wholly-owned subsidiary of Suny Electronics Ltd., the Ben Dov Companies effectively own 76.75% of the voting rights of Suny Electronics Ltd. Suny Electronics Ltd. owns 82.49% of the outstanding shares of Scailex Corporation Ltd. Accordingly, Ilan Ben Dov may be deemed to have the sole voting and dispositive power as to the aggregate 70,275,105 ordinary shares of the Issuer held of record by Scailex Corporation Ltd. and Suny Electronics Ltd.
** Based on 154,132,356 Ordinary Shares outstanding of Partner Communications Company Ltd. as reported by Partner Communications Company Ltd. to the TASE as of November 9, 2009.

1	NAME OF REPORTING PERSON: SUNY ELECTRONICS LTD.I.R.S. IDENTIFICATION NO.OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:(A) [X](B) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS:BK, WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d) OR 2(e):[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION:Israel
	7SOLE VOTING POWER:0
	NUMBER OFSHARES	8	SHARED VOTING POWER:70,275,105*
	BENEFICIALLYOWNED BYEACH REPORTING	9	SOLE DISPOSITIVE POWER:0
	PERSON WITH	SHARED DISPOSITIVE POWER:70,275,105*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:70,275,105*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):45.6%**
14	TYPE OF REPORTING PERSON:CO

* Ilan Ben Dov, Ben Dov Holdings Ltd., Suny Electronics Ltd. and Scailex Corporation Ltd. are the beneficial owners of 69,238,680 shares of the Issuer that are held directly by Scailex Corporation Ltd., and Ilan Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the beneficial owners of an additional 1,036,425 shares of the Issuer that are held directly by Suny Electronics Ltd. Ilan Ben Dov beneficially owns 58.03% of Suny Electronics Ltd. through Ben Dov Holdings Ltd., a company wholly-owned by Ilan Ben Dov. The Ben Dov Companies hold in the aggregate 70.18% of the ordinary shares of Suny Electronics Ltd. However, because 8.59% of the ordinary shares of Suny Electronics Ltd. are held by Suny Telecom (1994) Ltd., a wholly-owned subsidiary of Suny Electronics Ltd., the Ben Dov Companies effectively own 76.75% of the voting rights of Suny Electronics Ltd. Suny Electronics Ltd. owns 82.49% of the outstanding shares of Scailex Corporation Ltd. Accordingly, Ilan Ben Dov may be deemed to have the sole voting and dispositive power as to the aggregate 70,275,105 ordinary shares of the Issuer held of record by Scailex Corporation Ltd. and Suny Electronics Ltd.
** Based on 154,132,356 Ordinary Shares outstanding of Partner Communications Company Ltd. as reported by Partner Communications Company Ltd. to the TASE as of November 9, 2009.

1	NAME OF REPORTING PERSON: SCAILEX CORPORATION LTD.I.R.S. IDENTIFICATION NO.OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:(A) [X](B) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS:BK, WC, OO
5	2(d) OR 2(e):	[_]	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
6	CITIZENSHIP OR PLACE OF ORGANIZATION:Israel
		7	SOLE VOTING POWER:0
	NUMBER OFSHARES	8	SHARED VOTING POWER:69,238,680*
BENEFICIALLYOWNED BYEACH REPORTING		9	SOLE DISPOSITIVE POWER:0
PERSON WITH10SHARED DISPOSITIVE POWER:69,238,680*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:69,238,680*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):44.9%**
14	TYPE OF REPORTING PERSON:CO

* Ilan Ben Dov, Ben Dov Holdings Ltd., Suny Electronics Ltd. and Scailex Corporation Ltd. are the beneficial owners of 69,238,680 shares of the Issuer that are held directly by Scailex Corporation Ltd., and Ilan Ben Dov, Ben Dov Holdings Ltd. and Suny Electronics Ltd. are the beneficial owners of an additional 1,036,425 shares of the Issuer that are held directly by Suny Electronics Ltd. Ilan Ben Dov beneficially owns 58.03% of Suny Electronics Ltd. through Ben Dov Holdings Ltd., a company wholly-owned by Ilan Ben Dov. The Ben Dov Companies hold in the aggregate 70.18% of the ordinary shares of Suny Electronics Ltd. However, because 8.59% of the ordinary shares of Suny Electronics Ltd. are held by Suny Telecom (1994) Ltd., a wholly-owned subsidiary of Suny Electronics Ltd., the Ben Dov Companies effectively own 76.75% of the voting rights of Suny Electronics Ltd. Suny Electronics Ltd. owns 82.49% of the outstanding shares of Scailex Corporation Ltd. Accordingly, Ilan Ben Dov may be deemed to have the sole voting and dispositive power as to the aggregate 70,275,105 ordinary shares of the Issuer held of record by Scailex Corporation Ltd. and Suny Electronics Ltd.
** Based on 154,132,356 Ordinary Shares outstanding of Partner Communications Company Ltd. as reported by Partner Communications Company Ltd. to the TASE as of November 9, 2009.

ITEM 1. SECURITY AND ISSUER

This Statement on Schedule 13D relates to the ordinary shares, nominal value NIS 0.01 per share (the "Ordinary Shares") of Partner Communications Company Ltd., a company organized under the laws of Israel ("Partner"). The address of the principal executive office of Partner is 8 Amal Street, Afeq Industrial Park, Rosh-Ha'ayin 48103, Israel.

ITEM 2. IDENTITY AND BACKGROUND.

This Schedule 13D is being filed jointly by Ilan Ben Dov, Ben Dov Holdings Ltd. ("Ben Dov Holdings"), Suny Electronics Ltd. ("Suny Electronics"), and Scailex Corporation Ltd. ("Scailex") (collectively, the "Reporting Persons.") The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto.

Ilan Ben Dov holds 100% of the ordinary shares of Ben Dov Holdings, which holds 58.03% of the ordinary shares of Suny Electronics.(1) Suny Electronics owns 82.49% of the ordinary shares of Scailex.(2)

Ilan Ben Dov is the sole director of Ben Dov Holdings, which has no executive officers. Suny Electronics has five directors (Ilan Ben Dov, Ram Dviri, Zeev Birenboim, Yehiel Feingold, and Eti Livni) and three executive officers (Shachar Landau, Shachar Rachim, and Moshe Cohen). Scailex has six directors (Ilan Ben Dov, Arie Ovadia, Shalom Singer, Dror Barzilay, Yehiel Feingold, and Yoav Biran) and five executive officers (Yahel Shachar, Shachar Rachim, Shachar Landau, David Piamnete, and Moshe Cohen).

Each of Ben Dov Holdings, Suny Electronics, and Scailex is organized under the laws of Israel. The business address of Ben Dov Holdings and Suny Electronics is Segula 46, Industrial Zone, Petach Tikva, Israel. The business address of Scailex is 48 Ben Zion Galis Street, Segula Industrial Center, Petach Tikva, Israel.

Ilan Ben Dov, a citizen of Israel who resides at 14 Mishmar Hagvul, Tel Aviv, is principally employed as the chairman of the board of directors of Scailex, Suny, and Tao Tsuot Ltd. The principal business of Scailex is a holding company, an importer into Israel of cellular phones and accessories, and a marketing franchise operator for a major Israeli cellular provider (although Scailex has terminated its agreement with such cellular provider as of July 1, 2010, unless an earlier date is agreed upon), and the principal business of Suny Electronics is the importation and distribution, through its subsidiaries, of cellular phones. The principal business of Tau Tsuot Ltd. is public and private investing, and its principal business addresses is 48 Ben Zion Galis Street, Petach Tikva. Both Suny Electronics and Scailex are traded on the TASE.

Set forth on SCHEDULE 1 hereto, which is incorporated herein by reference, is the name, residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of the directors and executive officers of each reporting person.

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned in this Item 2 of this report has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have such entities or persons during this period been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

(1) The Ben Dov Companies (as defined above) collectively hold 70.18% of the ordinary shares of Suny Electronics. However, because 8.59% of the ordinary shares of Suny Electronics are held by Suny Telecom (1994) Ltd., a wholly-owned subsidiary of Suny Electronics, the Ben Dov Companies effectively own 76.75% of the voting rights of Suny Electronics.

(2) Harmony (Ben Dov) Ltd., wholly-owned by Ilan Ben Dov, holds an additional 1.41% of the ordinary shares of Scailex through Tao Tsuot Real Estate Ltd., a company which it wholly owns.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The source of funds used in connection with the Advent Acquisition (as defined in Item 6 below) consisted of (1) NIS 1,779,202,667 from public bond offerings by Scailex (the "Bond Offerings"); (2) NIS 102,994,050 from a private allotment by way of expansion of Scailex's Series 1 Bonds, plus accrued interest and after deducting the issue expenses (the "Private Allotment"); (3) $300 million loan from Advent Investment Pte. Ltd. (the "Seller") through the issuance of Company bonds (the "Vendor's Loan"); (4) NIS 1 billion in bank financing from Leumi Bank and Mizrahi Bank (the "Bank Financing Agreements"); (5) NIS 652,651,034 received from the sale of partner shares to Bank Leumi Le-Israel Ltd. ("Leumi Bank"), Migdal Insurance Company Ltd., and Excellence Nessuah Brokerage Services Ltd. (the "Sale of Partner Shares"); and (6) NIS 610,548,170 was paid by Scailex from the working capital of Scailex.

The source of funds used in connection with the Yashir Acquisition (as defined at the end of this Item 3, below) consisted of an exchange of 1,104,386 Scailex shares that were already in Suny Electronics' possession.

The below summaries of the various financing agreements referenced below are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits hereto and are incorporated herein by reference.

THE BOND OFFERINGS

The Bond Offerings include nonconvertible bonds (Series A, Series B and Series C, each issued on September 7, 2009, and Series D issued October 14, 2009), which are secured by Partner shares held by Scailex (the "Series A - D Bonds"), and the offering of Series 1 Bonds (issued September 7, 2009), which are not secured and which are convertible into shares of Scailex. The Series A and Series C bonds require semi-annual payments of principal and interest until 2014 and 2013, respectively. The Series B bonds require semi-annual payments of principal and quarterly payments of interest until 2013. The Series D bonds require annual payments of principal and semi-annual payments of interest until 2015. And the Series 1 bonds require semi-annual payments of interest until 2024, and will make a single payment of principal on December 31, 2024.

As collateral for Scailex's undertakings towards the holders of the Series A - D Bonds, Scailex pledged 22,934,238 ordinary shares of Partner to the bondholders, as well as all rights attached to these shares including the right to a dividend in cash or in kind and any other distribution, as well as rights to be issued by Partner in respect of and/or in relation to the aforesaid shares, bonus shares, a preemptive right or rights to receive other securities in respect thereof of any class whatsoever (the "Pledged Shares"). The Pledged Shares are registered in Partner's registry of shareholders under the name of the Company as shares of the "Founding Shareholders who are Israeli Entities or Their Approved Substitutes," as defined in Section 21.8 of the License to Partner for the Provision of Mobile Radio Telephone Services under the Cellular Method ("MRT"), dated July 28 2009 ("Control Core Shares of Partner"). This license permits Partner to operate an MRT network in Israel.

If and until the trustee for the Series A - D Bonds or the bond holders of such bonds acquire the right to call for the immediate repayment of the bonds pursuant to conditions prescribed in the trust deeds, Scailex will benefit from all of the rights, monies, and assets due in respect of and/or in relation to the Pledged Shares, including, with respect to such shares, the right to receive all dividends and other distributions, the right to participate and vote at all general and extraordinary general meetings of shareholders, and the right to utilize any rights that Partner shall provide with respect to such shares. Any shares that will be acquired as a result of the exercise of those rights shall be owned solely by Scailex, and any consideration received as a result of a sale of such rights will belong to Scailex. Accordingly, Scailex issued irrevocable instructions for the transfer of all dividends and other distributions with regard to the Pledged Shares to Scailex's financing banks, Leumi Bank and Mizrahi Tefahot Bank Ltd. ("Mizrahi Bank" and together with Leumi Bank, the "Banks"), divided 60% to Leumi Bank and 40% to Mizrahi Bank. Such irrevocable instructions will automatically expire upon receipt of notice by the trustee for the Series A - D Bonds, at such trustee's sole discretion, that such dividends and other distributions shall be transferred instead to bank accounts opened under Scailex's name and pledged under a fixed, first-ranking pledge in favor of the trustee.

THE PRIVATE ALLOTMENT

The Private Allotment was executed on October 25, 2009 by way of an expansion of the Series 1 Bonds to Leumi Partners Ltd., a wholly-owned subsidiary of Leumi Bank. The Series 1 Bonds will make semi-annual payments of interest until 2024, and will make a single payment of principal on December 31, 2024.

THE VENDOR'S LOAN

On August 12, 2009, the Seller agreed to loan $300 million to Scailex upon the closing of the Advent Acquisition, which took place on October 28, 2009. On that date, the Seller loaned $300 million to Scailex, secured by a first-ranking lien on 17,142,858 ordinary shares of Partner (the "Financing Agreements"). The Vendor's Loan was provided to Scailex by way of an offset to the total amount of consideration for the Advent Acquisition paid by Scailex to the Seller.

Pursuant to the Financing Agreements, the principal will be repaid at its dollar value in a single payment at the end of 4.5 years on April 27, 2014, and will bear interest at the rate of 2.0278% per year, which will be paid in biannual payments, the first payment being on April 28, 2010 and the last payment being on April 27, 2014. The Vendor's Loan was executed by way of an issue of negotiable bonds of Scailex to the Seller. Pursuant to the Financing Agreements, Scailex agreed to register the negotiable bonds for continuous institutional trading on the TASE, and they shall trade solely to institutional investors as defined in Israeli law.

The pledge of 17,142,858 ordinary shares of Partner includes all dividends and other distributions, as well as shares that will become due and/or be issued in respect of or in lieu of the pledged shares, and all other rights and profits pertaining to the pledged shares, all under a fixed, first-ranking lien and by assignment by way of pledge. The share certificates for such pledged shares were deposited with the trustee of the negotiable bonds and it was further agreed that if, and to the extent that approval for it will be received in the future from the Ministry of Communications, then the pledged shares shall be transferred under the name of a collateral trustee for the holders of the negotiable bonds.

The Company issued irrevocable instructions for the transfer of all dividends and other distributions with regard to the pledged shares to the financing banks, divided 60% to Leumi Bank and 40% to Mizrahi Bank. It was agreed that the irrevocable instructions will be cancelled upon receipt of notice from the trustee of the negotiable notes to Scailex, in which case the all such dividends and distributions shall be transferred to a bank account under Scailex's name and pledged under a fixed and floating first-ranking lien in favor of said trustee for the holders of the negotiable bonds.

BANK FINANCING AGREEMENTS

On October 28, 2009, Scailex signed bank financing agreements with Leumi Bank and Mizrahi Bank under which Leumi Bank agreed to provide NIS 480 million in credit to Scailex and Bank Mizrahi agreed to provide NIS 320 million in credit to Scailex. Such funds were provided by way of a shekel loan for a term of one to three months, at Scailex's discretion, which bears interest on a prime basis. Pursuant to the Bank Financing Agreements, at the end of the term of these loans and at the end of every subsequent loan term, Scailex will be allowed to obtain unlinked shekel loans from any bank from time to time for a term of one to three months, bearing interest on a prime basis. Each loan will be used to repay the balance of the principal of the preceding loan, after deducting sums repaid on that date. The last loan that will be provided as stated will be for the term ending on March 31, 2011, and on this date the entire outstanding balance of the credit principal will be repaid.

Both the NIS 480 million Leumi Bank loan and the NIS 320 million Bank Mizrahi loan will bear interest at an annual rate equivalent to prime interest plus a margin at the rate of 1.8%, or plus another annual rate, as specified in the Bank Financing Agreements. The interest shall be paid on every expiration date of the term of the relevant loan (one to three months), and on the last payment date on account of the credit principal, and this, in respect of the balance of the outstanding credit principal on each interest payment date, for the term of the relevant loan. Within the scope of Scailex's agreement with Mizrahi Bank, Scailex was granted additional credit by Mizrahi Bank for financing current activities in the amount of NIS 200 million under terms specified in the financing agreement with Bank Mizrahi (which will bear interest at an annual rate equivalent to prime interest plus a margin at the rate of 1.0%, or plus another annual rate, as specified in the Bank Financing Agreements). In addition, within the scope of this agreement, an additional facility/credit line of NIS 200 million was provided to the Company for financing activity in foreign trade and derivatives.

Pursuant to each of the Financing Agreements, Partner shares were pledged in favor of the Banks. Scailex also undertook to pledge additional shares of Partner in favor of the Banks under certain circumstances, including upon the decline in the market value of Partner shares. An aggregate of 7,161,507 shares were pledged in favor of Leumi Bank under a fixed, first-ranking lien and in favor of Bank Mizrahi under a second-ranking lien. An aggregate of 4,774,338 shares were pledged in favor of Mizrahi Bank under a fixed, first-ranking lien and in favor of Leumi Bank under a second-ranking lien. It was agreed that if and the extent approval is issued by the Ministry of Communications in the future then the pledged shares in favor of the Banks will be transferred under the name of a collateral trustee for the Banks and Scailex. The second-ranking liens shall not be exercisable except when the holder of the first-ranking line on those same shares exercises them.

In addition, Scailex also pledged in favor of the Banks under separate fixed, first-ranking liens and under separate first-ranking assignments by way of pledge the rights to receive dividends and payments with regard to 6,608,417 ordinary shares of Partner, which were not included within the scope of the Control Core Shares of Partner (as defined in Item 3 above). The 6,608,417 shares will be free, from time to time, from liens in favor of any party. 60% of these freely-traded shares were deposited in a bank account under Scailex's name and pledged in a primary, fixed, first-ranking lien in favor of Leumi Bank, and 40% of these freely-traded shares were deposited in a securities deposit in a bank account under Scailex's name and pledged in a primary, fixed, first-ranking lien in favor of Mizrahi Bank.

An additional 10,617,322 ordinary shares of Partner were deposited in securities deposits in bank accounts under Scailex's name at Leumi Bank and Mizrahi Bank (60% at Leumi Bank and 40% at Mizrahi Bank). These shares are not pledged, and they are registered in Partner's registry of shareholders under the name of the Company as part of the Control Core Shares of Partner.

The Bank Financing Agreements include customary provisions as causes for immediate repayment, including but not limited to a change in control, a merger, split and/or a sale or acquisition of a material asset, liquidation proceedings, or a default on payment pursuant to the credit agreement, a breach of the borrower's undertakings, a material change in the businesses of Scailex and/or Partner, material events that are liable to have an adverse impact o the position of Scailex and/or Partner.

The Bank Financing Agreements also include financial criteria that Scailex is obligated to meet, including:

(1) Partner's net financial debt to EBITDA ratio must not exceed 3;
(2) The ratio between (a) Partner's total net financial debt, plus the quotient obtained from dividing the borrower's total net financial debt by the borrower's holding ratio of Partner on the calculation date and (b) Partner's EBITDA, shall not exceed (1) six - until the end of the first quarter of 2011; (2) five - as of the end of the first quarter of 2011; and
(3) The ratio between (a) the product of the borrower's holding ratio of Partner on the calculation date multiplied by Partner's net profit, and (b) the total maturities (principal, interest, and linkage differentials in respect thereof, less the borrower's cash balances and less the sum of NIS 630 million) in respect of the net financial debt of the borrower during the four quarters subsequent to the calculation date (including the quarter during which the calculation was performed) shall not fall below (1) 1.15 during 2010 and the first quarter of 2011; (2) 1.3 - as of the second quarter of 2011.

SALE OF PARTNER SHARES

Simultaneous with the Advent Acquisition, Scailex received a total of NIS 652,651,034 through the sale of certain Partner shares to third parties as follows: (1) NIS 514,887,507 in consideration for the sale of 7,677,037 ordinary shares of Partner (reflecting a price of about NIS 67.069 per share) to Leumi Bank. The shares were transferred to Leumi Partners Ltd., a wholly-owned subsidiary of Leumi Bank.; (2) NIS 70,045,490 in consideration for the sale of 1,044,387 ordinary shares of Partner (reflecting a price of about NIS 67.069 per share) to Migdal Insurance Company Ltd.; and (3) NIS 67,718,000 in consideration for the sale of 980,000 ordinary shares of Partner (reflecting a price of about NIS 69.1 per share) to Excellence Nessuah Brokerage Services Ltd.

SOURCE OF FUNDS IN CONNECTION WITH THE YASHIR ACQUISITION AND WITH THE EUROCOM ACQUISITION

Suny Electronics acquired 1,036,425 additional Partner shares from Yashir Pension Fund Management Ltd. through an exchange of 1,104,386 Scailex shares that were already in Suny Electronics' possession (the "Yashir Acquisition").

Similarly, Suny Electronics agreed to acquire an additional 1,136,700 Partner shares from Eurocom Communications Ltd. ("Eurocom") through an exchange of 1,241,561 Scailex shares that were already in Suny Electronics' possession (the Eurocom Acquisition"). The Eurocom Acquisition has not yet received the approval of the Ministry of Telecommunications, and has therefore not yet closed.

ITEM 4. PURPOSE OF TRANSACTION.

Pursuant to the Advent Agreement (defined in Item 6 below) dated August 12, 2009 between Scailex and the Seller, Scailex purchased 78,940,104 ordinary shares of Partner from the Seller for a total price of NIS 5,294,395,921 in an acquisition that closed on October 28, 2009. In addition, simultaneous with the Advent Acquisition, Scailex sold a total of 9,701,424 of its ordinary shares of Partner to third parties as follows: (1) 7,677,037 ordinary shares of Partner to Leumi Bank; (2) 1,044,387 ordinary shares of Partner to Migdal Insurance Company Ltd.; and (3) 980,000 ordinary shares of Partner to Excellence Nessuah Brokerage Services Ltd. Finally, on October 29, 2009, pursuant to an agreement entered into on September 30, 2009 and modified on October 8, 2009, Suny Electronics, which owns 82.49% of Scailex and is itself, through Ben Dov Holdings Ltd., controlled by Ilan Ben Dov, purchased an additional 1,036,425 ordinary shares of Partner from Yashir Pension Fund Management Ltd., which received 1,104,386 shares of Scailex in return. As a result, Ben Dov Holdings Ltd. and Ilan Ben Dov beneficially own an aggregate of 70,275,105 ordinary shares of Partner, which represents approximately 45.6% of Partner's outstanding ordinary shares.

The Eurocom Acquisition of additional ordinary shares of Partner by Suny Electronics is still pending. In addition, Suny Electronics granted to Eurocom a put option enabling Eurocom to require Suny Electronics to purchase Eurocom's Scailex shares at a price of NIS 75.88 a share, and Eurocom granted to Suny Electronics a call option enabling Suny Electronics to purchase the same Scailex shares for the same price. The closing of the Eurocom Acquisition is conditioned upon receiving the approval of the Ministry of Telecommunications, which has not yet occurred, and the Eurocom Acquisition has therefore not yet closed.

As part of the Advent Agreement, the six directors of Partner's board of directors who were appointed on behalf of Advent resigned on the closing date, and the following four new board of directors were appointed: Ilan Ben Dov (Chairman and controlling shareholder of Scailex), Jacob Gelbard (Chairman of Tefron Ltd.), Yahel Shachar (CEO of Scailex), and Yaron Bloch (Deputy CEO of Leimi Partners Ltd.)

As part of the Leumi Agreement (defined in Item 6), pursuant to which Scailex sold 7,677,037 ordinary shares of Partner to Leumi Bank, Scailex agreed that so long as the Leumi Bank holds at least 4,230,832 shares out of the shares that it acquired, Scailex will execute its voting power in Partner to appoint to Partner's Board of Directors a director recommended by Leumi Bank.

In addition, a registration rights agreement (described in Item 6) was entered into on October 28, 2009 between Scailex and Partner granting Scailex certain registration rights for a five-year period from the closing of the Advent Agreement.

In addition, as part of the Leumi Agreement, subject to the obligations of Scailex as a controlling shareholder under applicable law, Scailex agreed to convene an audit committee, a meeting of Partner's board of directors, and its shareholders to address the granting to Leumi Bank, for a period of five years from closing, the same registration rights as those granted under the Registration Rights Agreement dated as of October 26, 1999 between Partner, Advent, and other shareholders, and Scailex agreed to use its voting power at Partner's shareholders' meeting to approve this resolution. As part of the Migdal Agreement (defined in Item 6), pursuant to which Scailex sold Migdal 1,044,387 ordinary shares of Partner, Migdal was granted registration rights on the same terms as those granted to Leumi Bank under the Leumi Agreement.

The Reporting Persons intend to review the performance of their investment in Partner from time to time. Depending on various factors, including the business, prospects and financial position of Partner, the current and anticipated future price levels of the ordinary shares and currency exchange rates, the conditions in the securities markets and general economic and industry conditions, as well as the other investment opportunities available to them, the Reporting Persons will take such actions with respect to their investment in Partner as they deem appropriate in light of the circumstances existing from time to time. The Reporting Persons may purchase additional ordinary shares of Partner or may, and hereby reserve the right to, dispose of some or all of their holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, including derivative transactions.

Other than as described above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although each Reporting Person reserves the right to develop such plans).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b)

As of the date hereof, Scailex is deemed to be the direct beneficial owner of 69,238,680 ordinary shares of Partner, which represents approximately 44.9% of the total number of ordinary shares outstanding. Scailex has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the ordinary shares held by Scailex.

As the owner of 82.49% of the outstanding ordinary shares of Scailex, Suny Electronics may be deemed to be the indirect beneficial owner of the 69,238,680 ordinary shares of Partner beneficially owned by Scailex, and in addition is deemed to be the direct beneficial owner of 1,036,425 ordinary shares of Partner, bringing its total beneficial ownership to 70,275,105 ordinary shares, which represents approximately 45.6% of the total number of ordinary shares of Partner. Suny Electronics has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Ordinary Shares held by the Scailex or Suny Electronics.

As the owner of 58.03% of the outstanding ordinary shares of Suny Electronics, Ben Dov Holdings may be deemed to be the indirect beneficial owner of the 70,275,105 ordinary shares of Partner beneficially owned by Suny Electronics, which represents approximately 45.6% of the total number of ordinary shares of Partner. Ben Dov Holdings has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Ordinary Shares held by the Scailex or Suny Electronics.

As the controlling shareholder and sole director of Ben Dov Holdings, Ilan Ben Dov may be deemed to be the indirect beneficial owner of the 70,275,105 ordinary shares of Partner beneficially owned by Suny Electronics, which represents approximately 45.6% of the total number of ordinary shares of Partner. Ben Dov Holdings has the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, the Ordinary Shares held by the Scailex or Suny Electronics.

In addition to the above, David Piamnete owns 935 shares of Partner, as described in Item 5(c), which represents approximately 0.0% of the total number of ordinary shares of Partner.

The Reporting Parties have acted in concert in connection with the transaction described herein. Consequently, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act.

(c)

Except for David Piamnete, Scailex's Cellular Operators Field Manager, and except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the Reporting Persons and no other person or entity described in Item 2 of this report hereof has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Ordinary Shares. David Piamnete owns 935 shares of Partner, which he purchased on October 14, 2009 for NIS 75.149 a share in a normal broker transaction.

(d)

No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares referred to in this Item 5.

Percentages set forth in this Schedule 13D were calculated based on 154,132,356 Ordinary Shares outstanding of Partner Communications Company Ltd. as reported by Partner Communications Company Ltd. to the TASE as of November 9, 2009.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The various agreements summarized below are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits hereto and are incorporated herein by reference.

ACQUISITION AGREEMENT

Pursuant to an agreement dated August 12, 2009 and amended September 9, 2009 between Scailex and the Seller, a wholly-owned subsidiary of Hutchinson Telecommunications International Limited, Scailex purchased 78,940,104 ordinary shares of Partner from the Seller for a total acquisition price of NIS 5,294,395,921 in an acquisition that closed on October 28, 2009 (the "Advent Agreement" or "Advent Acquisition"). This amount reflected a per share price of NIS 67.025 ($17.50 per share based on the agreed-upon exchange rate of 3.83 NIS for every one U.S. dollar), less the sum of the Vendor's Loan, which was paid by way of an offset (as described in Item 4); less the sum of a $25 million deposit that Scailex had deposited in Advent's account upon the signing of the Advent Agreement, according to the exchange rate of 3.707 NIS for every one U.S. dollar, plus interest at LIBOR from the signing date of the Advent Agreement.

As part of the Advent Agreement, it was agreed that six out of the 11 directors on Partner's board of directors would resign on the closing date, and the Seller covenanted to exert reasonable commercial efforts so that up to six directors identified by Scailex, and who meet the requirements of the Israel Companies Act, would be appointed to Partner's board immediately after closing.

Also on the closing date, Scailex agreed to subrogate to the Seller in relation to a Relationship Agreement signed October 10, 1999 and amended a number of times, which regulates the relations of some of Partner's shareholders in order to comply with the Israeli mobile radio telephone license requirements ("MRT"). These requirements for this license, which permits Partner to operate an MRT network in Israel until February 1, 2022, involve the identify of the controlling shareholder, share transfers, the existence of a core of Israeli shareholders and a director on their behalf. One of the suspending conditions required to be fulfilled prior to closing was the receipt of certain regulatory approvals for the Advent Acquisition from the Israel Ministry of Communications and from the Israel Antitrust Commissioner (both of which were received, with conditions).

In addition, the Seller covenanted to exert reasonable commercial efforts during the interim period between the signing of the Advent Agreement and the closing to cause the convening of Partner's audit committee, a meeting of its board of directors, and a general assembly of shareholders to discuss a resolution to grant registration rights to the shares being acquired by Scailex for a period of five years after the Closing Date on terms similar to those of a registration rights agreement dated October 26, 1999 between Partner and the Seller ("the Registration Agreement"). Pursuant to the Registration Agreement, the Seller has rights, under certain conditions, to demand that Partner submit a registration statement in respect of its shares (but not less than that quantity of shares constituting 2.65% of Partner's share capital), and has a "piggyback registration" right in instances whereby Partner itself seeks to register its shares for trading, under conditions described in the Registration Agreement. Following conditional approval of Partner's Audit Committee and Board of Directors, Partner shareholders at an extraordinary general meeting on October 22, 2009 conditionally approved a registration rights agreement (to be entered into at the closing of the Advent Acquisition) by and between Partner and Scailex. The terms and conditions of the proposed registration rights agreement would be substantially similar to the rights granted under the Registration Rights Agreement dated as of October 26, 1999 between Partner, Advent, and other shareholders, except that such proposed registration rights agreement would be valid for a period of five years from the closing of the Advent Agreement (and not in perpetuity, as the Registration Rights Agreement dated October 26, 1999 between Partner, Advent, and other shareholders). Such registration rights agreement was entered into on October 28, 2009 (described below in this Item 6).

REGISTRATION RIGHTS AGREEMENT

On October 28, 2009 (the "Effective Date"), Scailex and Partner entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which Scailex has the right, commencing 12 months after the Effective Date, to require Partner to file a Registration Statement under the Securities Act in respect of all or some of the Ordinary Shares held by Scailex from time to time (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of Partner). As promptly as practicable, but not later than 45 days after Partner receives a written request from Scailex demanding that Partner register the number of Registrable Shares specified in such request (a "Demand Registration"), Partner must file a registration statement with the Securities and Exchange Commission and thereafter use its best efforts to cause the registration statement to promptly be declared effective. Partner shall not be required to file a registration statement if the filing of such registration statement, or the transaction contemplated by such filing would in the good faith judgment of the board of directors of Partner be contrary to applicable rules or law or result in a breach of Partner's license or financing or other debt documents (including, any ancillary documents related thereto). If Partner proposes to register any securities for its own account (other than on Forms F-4, S-4 or S-8) or for the account of any holders of Ordinary Shares, Scailex may also request that Ordinary Shares held by it be included in such registration.

In the case of a registration proposed by Partner for its own account, Partner shall bear all expenses, excluding underwriting discounts and commissions and any stamp or transfer tax or duty. In the case of a Demand Registration, all expenses shall be paid by Partner, excluding the underwriting commissions and discounts and any stamp or transfer tax or duty and the fees and disbursements of counsel for Scailex applicable to securities offered for Scailex's account in connection with such registration.

The Registration Rights Agreement terminates five years from the Effective Date.

SALE OF PARTNER SHARES

SHARE PURCHASE AGREEMENT (THE "LEUMI AGREEMENT") WITH LEUMI BANK, DATED AUGUST 21, 2009

Pursuant to the Leumi Agreement, the Leumi Bank (or a company under its control) agreed to acquire 7,677,037 ordinary shares of Partner, representing 4.99% of the outstanding shares of Partner (not including treasury shares), which constitute a portion of the Partner shares that were subject to the Agreement between Scailex and the Seller, dated August 12, 2009 ("Advent Agreement") As consideration for the shares, Leumi Bank agreed to pay Scailex the aggregate sum of NIS 514,553,405 (NIS 67.025 per share) plus interest at LIBOR from the date of the Advent Agreement until the closing of the transactions contemplated by the Advent Agreement, which is the same price per share as provided in the Advent Agreement. In addition, Scailex agreed to pay Leumi Bank a pro rata share of every dividend or distribution payable to Scailex under the Advent Agreement, as well as any compensation, indemnification or other benefit payable by Advent under the Advent Agreement, including due to misrepresentation or failure to comply with any of its obligations under the Advent Agreement. Pro rata is determined based the ratio of the number of shares acquired by Leumi Bank and the number of shares subject to the Advent Agreement.

The Leumi Agreement includes the following minority rights (which will remain with Leumi Bank even if Scailex sells its control in Partner):

o Leumi Bank has tag along rights in the event Scailex sells its control in Partner.
o In addition, so long as Leumi Bank holds at least 4,230,832 shares out of the shares that it acquired, Scailex agreed to execute its voting power in Partner to appoint to Partner's Board of Directors a director recommended by Leumi Bank.
o In addition, so long as Leumi Bank holds the abovementioned number of shares, Leumi Bank will have a right to right to veto any of the following decisions from reaching the Partner's board of directors or shareholders for discussion, without Leumi Bank's prior written consent (subject to all applicable law):
liquidation, subdivision or reorganization of Partner.
merger not under market conditions.
substantial change in Partner's business.
actions that can cause delisting of Partner's shares from TASE or NASDAQ.
private issuance of shares and/or options and/or convertible securities of Scailex in an aggregate amount exceeding 1% of Partner's outstanding share capital (excluding allocation of employee options that will be subject to consultation with the Bank).
appointment of an accounting firm which is not one of the largest five accounting firms.
o In addition, Scailex committed to control over Partner in a manner that: each transaction with a related party will be brought to Partner's board of directors; resolutions with respect to related party transactions shall be approved only if a majority of Partner's board members who were not appointed upon recommendation of Scailex approved the transaction; and related party transactions will not be executed if not under market conditions. If and when such a transaction is brought to Partner's shareholders for approval, each party will vote in accordance with its sole discretion.

Scailex also agreed, for a period of six months commencing on the date of the Leumi Agreement was signed and until six months following the closing of the sale to Leumi Bank, not to sell or transfer any of its Partner's shares to any third party buyer upon terms that are superior to the buyer that those set forth in the Leumi Agreement, except for shares sold in the context of a public offering of Partner's shares.

Subject to the closing of the sale under the Leumi Agreement, Scailex granted Leumi Bank an option to purchase convertible bonds convertible into Scailex shares on the same terms as set forth in the first public offering of Scailex under a shelf prospectus approved for publication by the Israeli Securities Authority on August 21, 2009. The option is to purchase convertible bonds with an aggregate purchase price equal to up to 20% of the consideration paid by Leumi Bank under the Leumi Agreement and in accordance and subject to all applicable laws. Leumi Bank exercised this option.

Subject to the obligations of Scailex as a controlling shareholder under applicable law, Scailex agreed to convene an audit committee, a meeting of Partner's board of directors, and its shareholders to address the granting to Leumi Bank, for a period of five years from closing, the same registration rights as those granted under the Registration Rights Agreement dated as of October 26, 1999 between Partner, Advent, and other shareholders, and Scailex agreed to use its voting power at Partner's shareholders' meeting to approve this resolution.

The Leumi Agreement was subject to the completion of the Advent Agreement and the approval of the Ministry of Communications and Israel's Antitrust Authority, each of which was obtained. Upon closing, Scailex paid Leumi Partners Ltd. (a wholly owned subsidiary of the Bank) an initiation fee of US$ 3,000,000 for Leumi Partners Ltd.'s role as an investment bank with respect to the purchase of Partner shares (including with respect to other potential investors).

SHARE PURCHASE AGREEMENT (THE "MIGDAL AGREEMENT") WITH MIGDAL INSURANCE COMPANY LTD. ("MIGDAL"), DATED OCTOBER 4, 2009

Pursuant to the Migdal Agreement, Migdal agreed to acquire 1,044,387 ordinary shares of Partner, representing 0.68% of the outstanding shares of Partner (not including treasury shares), which constitute a portion of the Partner shares that were subject to the Advent Agreement. As consideration for the shares, Migdal agreed to pay Scailex the aggregate sum of NIS 70,000,039 (NIS 67.025 per share) plus interest at LIBOR from the date of the Advent Agreement until the closing of the transactions contemplated by the Advent Agreement, which is the same price per share as provided in the Advent Agreement. In addition, Scailex agreed to pay Migdal a pro rata share of every dividend or distribution payable to Scailex under the Advent Agreement.

Subject to closing, Scailex granted to Migdal an option to purchase convertible bonds (Series 1) of Scailex which were issued under the shelf prospectus, dated August 21 2009, and the shelf offering report published on September 6, 2009. This would be accomplished by expanding Series 1 of the bonds under the following conditions:

o Migdal can purchase bonds with cash in an amount equal to up to 20% of the consideration which paid by Migdal under the Migdal Agreement.
o The option can be exercised only if a written notice is submitted until October 8th, 2009, although the issuance of the option bonds would not be executed until and subject to closing. The Board of Directors of Scailex extended this period until October 15, 2009, but Migdal did not provide notice to exercise this option.
o All other terms and conditions according to which Migdal would purchase the bonds will be identical to the terms and conditions specified in the abovementioned prospectus and shelf offering report, and subject to all applicable laws.

Migdal was granted registration rights on the same terms as those granted to the Bank under the Bank Leumi Agreement.

The Agreement was subject to the completion of the Advent Agreement.

SHARE PURCHASE AGREEMENT (THE "EXCELLENCE AGREEMENT") WITH EXCELLENCE NESSUAH STOCK EXCHANGE SERVICES LTD. ("EXCELLENCE"), DATED OCTOBER 13, 2009

Pursuant to the Excellence Agreement, Excellence agreed to acquire 980,000 ordinary shares of Partner, representing 0.64% of the outstanding shares of Partner (not including treasury shares), which constitute a portion of the Partner shares that were subject to the Advent Agreement. As consideration for the shares, Excellence agreed to pay Scailex the aggregate sum of NIS 67,718,000 (NIS 69.10 per share). In addition, Scailex agreed to pay Excellence a pro rata share of every dividend or distribution payable to Scailex under the Advent Agreement.

The Excellence Agreement is subject to the completion of the Advent Agreement and to its approval by the Ministry of Communications and Israel's Antitrust Authority. If, despite the parties' efforts, not all of these conditions are satisfied until October 31, 2009, the Excellence Agreement was to expire (Excellence had certain rights to extend this date).

YASHIR ACQUISITION

In an agreement dated September 30, 2009, as amended on October 8, 2009, Suny Electronics entered into an agreement to acquired 1,036,425 ordinary shares of Partner from Yashir Pension Fund Management Ltd. through an exchange of 1,104,386 ordinary shares of Scailex. This transaction was completed on October 29, 2009.

EUROCOM ACQUISITION

In a separate agreement dated October 25, 2009, Suny Electronics entered into an agreement to acquired 1,136,700 ordinary shares of Partner from Eurocom Communications Ltd. ("Eurocom") through an exchange of 1,241,561 ordinary shares of Scailex (the "Eurocom Acquisition"). In addition, Suny Electronics gave Eurocom a put option enabling Eurocom to require Suny Electronics to purchase its Scailex shares at a price of NIS 75.88 a share, and Eurocom gave Suny Electronics a call option enabling Suny Electronics to purchase the same Scailex shares for the same price.

The closing of the Eurocom Acquisition is conditioned upon receiving the approval of the Ministry of Telecommunications, which has not yet occurred. Therefore the Eurocom Acquisition has not yet closed.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following Exhibits are filed herewith:

1 Joint Filing Agreement, dated as of November 9, 2009, by and among the Reporting Persons.

2 Share Purchase Agreement between Advent Investments Pte. Ltd. and Scailex Corporation Ltd. dated August 12, 2009.
3 Letter of amendment between Advent Investments Pte. Ltd. and Scailex Corporation Ltd. dated September 9, 2009.
1. Financing agreement between Bank Leumi Le-Israel Ltd. and Scailex Corporation Ltd. dated October 28, 2009 (unofficial English translation from Hebrew).
1. Financing agreement between Bank Mizrahi Tefahot Ltd. and Scailex Corporation Ltd. dated October 28, 2009 (unofficial English translation from Hebrew).
1. Placement Agreement between Advent Investments Pte. Ltd. and Scailex Corporation Ltd. dated October 28, 2009.
1. Indenture between Clal Finance Trusts 2007 Ltd. and Scailex Corporation Ltd. dated August 18, 2009 (unofficial English translation from Hebrew).
1. Amendment and Addendum to the Trust Deed of August 18, 2009 between Clal Finance Trust 2007 Ltd. and Scailex Corporation Ltd. dated October 28, 2009 (Series A) (unofficial English translation from Hebrew).
1. Amendment and Addendum to the Trust Deed of August 18, 2009 between Clal Finance Trust 2007 Ltd. and Scailex Corporation Ltd. dated October 28, 2009 (Series B) (unofficial English translation from Hebrew).
1. Amendment and Addendum to the Trust Deed of August 18, 2009 between Clal Finance Trust 2007 Ltd. and Scailex Corporation Ltd. dated October 28, 2009 (Series C) (unofficial English translation from Hebrew).
1. Amendment and Addendum No. 1 to the Second Trust Deed of October 14, 2009 between Clal Finance and Trust 2007 Ltd. and Scailex Corporation Ltd. dated October 28, 2009 (Series D) (unofficial English translation from Hebrew).
1. Trust Deed between Ziv Haft Trust Company Ltd. and Scailex Corporation Ltd. dated September 6, 2009 (Series 1) (unofficial English translation from Hebrew).
1. Amendment 2 to the Trust Deed of August 18, 2009 between Ziv Haft Trust Company Ltd. and Scailex Corporation Ltd. dated October 13, 2009 (Series 1) (unofficial English translation from Hebrew).
1. Trust Deed between Clal Finance and Trust 2007 Ltd. and Scailex Corporation Ltd. dated October 14, 2009 (Series D) (unofficial English translation from Hebrew).
1. Agreement between Migdal Insurance Company Ltd. for nostro and Scailex Corporation Ltd. dated October 4, 2009 (unofficial English translation from Hebrew).
1. Agreement between Excellence Nessuah Brokerage Services Ltd. and Scailex Corporation Ltd. dated October 13, 2009 (unofficial English translation from Hebrew).
1. Agreement between Bank Leumi Le-Israel Ltd. and Scailex Corporation Ltd. dated August 21, 2009 (unofficial English translation from Hebrew).
1. Share Sale Contract between Eurocom Communications Ltd. and Suny Electronics Ltd. dated October 24, 2009 (unofficial English translation from Hebrew).
1. Share Sale Contract between Yashir Provident Fund Management Ltd. and Suny Electronics Ltd. dated September 30, 2009 (unofficial English translation from Hebrew).
1. Amendment to Share Sale Contract between Yashir Provident Fund Management Ltd. and Suny Electronics Ltd. dated October 6, 2009 (unofficial English translation from Hebrew).
1. Registration Rights Agreement between Partner Communications Company Ltd. and Scailex Corporation Ltd. dated October 28, 2009.
1. Trust Deed Relating to US$300,000,000 Fixed Rate Secured Bullet Notes Due April 27, 2014 between Hermetic Trust (1975) Ltd. and Scailex Corporation Ltd. dated October 28, 2009.
1. Terms and Conditions of the Notes.
1. Escrow Agreement between Chadfield Limited, Scailex Corporation Ltd., and Hermetic Trust (1975) Ltd. (unexecuted until receipt of approval by the Ministry of Communication).

Page 17 of 20

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

DATED: November 9, 2009

SCAILEX CORPORATION LTD.

By: /s/ Yahel Shachar

Name: Yahel Shachar

Title: CEO

SCAILEX CORPORATION LTD.

By: /s/ Shachar Rachim

Name: Shachar Rachim

Title: CFO

SUNY ELECTRONICS LTD.

By: /s/ Ilan Ben Dov

--------------------------------- Name: Ilan Ben Dov

Title: Chairman of the Board

SUNY ELECTRONICS LTD.

By: /s/ Shachar Rachim

Name: Shachar Rachim

Title: CFO

BEN DOV HOLDINGS LTD.

By: /s/ Ilan Ben Dov

Name: Ilan Ben Dov Title: Director

ILAN BEN DOV

/s/ Ilan Ben Dov

Page 18 of 20

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

Set forth below is the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of the directors and executive officers of each Reporting Person that is an entity. Each of the persons named below is a citizen of Israel. The addresses of Scailex Corporation Ltd. ("Scailex") and Suny Electronics Ltd. ("Suny") are set forth in Item 2. The name of each person who is a director of the applicable Reporting Person is marked with an asterisk.

Name and Business Address Principal Occupation or Employment ------------------------- ----------------------------------

Yahel Shachar CEO c/o Scailex Corporation Scailex Segula Industrial Center 48 Ben Zion Galis St. Petach Tikva, Israel

Shachar Rachim CFO c/o Scailex Corporation Scailex Segula Industrial Center Suny 48 Ben Zion Galis St. Petach Tikva, Israel

c/o Scailex Corporation Scailex Segula Industrial Center 48 Ben Zion Galis St. Petach Tikva, Israel

Shachar Landau End Costumers Field Manager

c/o Scailex Corporation Scailex Segula Industrial Center 48 Ben Zion Galis St. Petach Tikva, Israel

David Piamnete Cellular Operators Field Manager

Moshe Cohen Internal Auditor c/o Scailex Corporation Scailex Segula Industrial Center Internal Auditor 48 Ben Zion Galis St. Suny

Petach Tikva, Israel (Although Moshe Cohen is internal auditor of both Scailex and Suny, he is not an employee of either company. Rather, he is a partner at the accounting firm of Chaikin, Cohen, Rubin & Co., Kiryat Atidim, Building #4, POB 58143, Tel Aviv,

Israel.)

Ilan Ben Dov(3) *

Ram Dviri * Owner and CEO 16 Sharet, Tel Aviv (residence) Dekorem Ltd.

1 De-Hazz St., Tel Aviv 62666

59 Feinstein, Ramat Aviv C, Development Tel Aviv (residence) Kraus Industries Ltd. (water pipe system

Zeev Birenboim * V.P. of Marketing, Sales, and Business

for infrastructure) 6 HaPatish St., Tel Aviv

(3) Information regarding Ilan Ben Dov is provided in Item 2.

Yehiel Feingold * Consultant

6 Neurim, Kfar Saba (residence) "Mei-Eden" (sales of spring water) Chemin Du Tresi 9, Preveranges CH-1028,

122 Vingate, Herzelia (residence) Self employed.

11 Shlomo Ben Yosef, Tel Aviv companies.

23 Carmeli St., Ramat Chen, Ramat Self employed.

Yoav Biran * Retired 3/4 Oved St. Jerusalem, Israel

(residence)

Arie Ovadia * Partner and manager

Switzerland.

Eti Livni * Attorney, Director in various companies.

Shalom Singer * Director and consultant in various

(Residence) Self employed.

7 Jabotinsky St. (Floor 49), Ramat Gan

Dror Barzilay * Director in various companies.

Gan (residence) 23 Carmeli St., Ramat Chen, Ramat Gan

11 Hashomer, Raanana (residence) Shemrok Israel Support Fund Consultants

Ltd. (support fund)

23 Menachem Begin St., Tel Aviv, Israel

Page 20 of 20

Filename: exhibit_1.txt Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 1

JOINT FILING AGREEMENT

By this Agreement, the undersigned agree that this Statement on Schedule 13D being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the securities of Partner Communications Company Ltd. is being filed on behalf of each of us.

DATED: November 9, 2009

SCAILEX CORPORATION LTD.

By: /s/ Yahel Shachar

Name: Yahel Shachar

Title: CEO

SCAILEX CORPORATION LTD.

By: /s/ Shachar Rachim

Name: Shachar Rachim

Title: CFO

SUNY ELECTRONICS LTD.

By: /s/ Ilan Ben Dov

Name: Ilan Ben Dov

Title: Chairman of the Board

SUNY ELECTRONICS LTD.

By: /s/ Shachar Rachim

Name: Shachar Rachim

Title: CFO

BEN DOV HOLDINGS LTD.

By: /s/ Ilan Ben Dov

Name: Ilan Ben Dov Title: Director

ILAN BEN DOV

/s/ Ilan Ben Dov

Filename: exhibit_2.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 2

CONFORMED COPY

SHARE PURCHASE AGREEMENT

BY AND BETWEEN

ADVENT INVESTMENTS PTE LTD

AND

SCAILEX CORPORATION LTD.

DATED: 12 AUGUST, 2009

			SECTION 1 - DEFINITIONS
--	--	--	-------------------------

Section 1.1	Definitions	4
Section 1.2	Construction	12
Section 1.3	Headings	12
Section 1.4	Exhibits	12
Section 1.5	No Strict Construction	13

	SECTION 2 - PURCHASE AND SALE OF THE PURCHASE SHARES
Section 2.1	Agreement to Purchase and Sell	13
Section 2.2	Purchase Price	13
Section 2.3	Deposit	14
Section 2.4	Closing	15
Section 2.5	Conditions to Closing	17
Section 2.6	Tax Withholding	18
Section 2.7	Sale On "As Is" Basis	19
	SECTION 3 - REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 3.1	Organisation and Authority	20
Section 3.2	Capitalisation	20
Section 3.3	Consents and Approvals; No Conflict	21
Section 3.4	Litigation	21
Section 3.5	Related Party Transactions	21
Section 3.6	Disclaimer of Other Representations and Warranties	21

	SECTION 4 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1	Organisation and Authority	21
Section 4.2	Capitalisation	22
Section 4.3	Consents and Approvals; No Conflict	22
Section 4.4	Brokers	22
Section 4.5	Litigation	22
Section 4.6	Financing	23
Section 4.7	Additional Assurances	23
Section 4.8	Investment Matters	23
Section 4.9	Other Information	24
Section 4.10	Licences and Related Regulations	25
Section 4.11	Condition of the Company	25
Section 4.12	Acknowledgement	25
	SECTION 5 - COVENANTS
Section 5.1	Interim Covenants	25
Section 5.2	Capitalisation of the Purchaser	27
Section 5.3	Announcements	27
Section 5.4	Insurance Arrangements	29
Section 5.5	Further Assurance	29
Section 5.6	Financing	31

SECTION 6 - LIMITATIONS ON LIABILITIES

Section 6.1		Survival31
Section 6.2		Limitations on Liability of the Seller31
Section 6.3		Time Limits32
Section 6.4		Net Losses and Subrogation33
SECTION 7 - TERMINATION
Section 7.1		Right of Parties to Terminate33
Section 7.2		Procedure Upon Termination34
Section 7.3		Effect of Termination34
Section 7.4		Specific Performance36
SECTION 8 - MISCELLANEOUS
Section 8.1		Parties in Interest; Assignment36
Section 8.2		Notices37
Section 8.3		Successors and Assigns38
	Section 8.4Expenses
Section 8.5		38Delays or Omissions; Waiver38
Section 8.6		Amendment39
Section 8.7		Entire Agreement39
Section 8.8		Severability39
Section 8.9		Counterparts; Facsimile Signatures39
Section 8.10		Governing Law; Jurisdiction39
Section 8.11		No Third-Party Beneficiaries39

EXHIBITS AND SCHEDULES
Exhibit A		-Form of Resignation Letter
Schedule 2.2		-Debt Instrument
Schedule 2.4(a)(ii)		-Non-resigning Directors
Schedule 3		-Seller Disclosure Schedule
Schedule 3.2(a)		-Company's capitalisation table
Schedule 4.2-Any issue of Purchaser's shares or other EquitySecurities
Schedule 5.1(c)		-Related party agreements which shall remain intact

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is made and entered into as of 12 August, 2009, by and between:

(1) ADVENT INVESTMENTS PTE LTD, a corporation duly organised under the laws of Singapore, having its registered office at 1 Temasek Avenue, #27-01, Millenia Tower, Singapore 03919 (the "SELLER"); and
(2) SCAILEX CORPORATION LTD., a corporation duly organised under the laws of Israel, having its registered office at 48 Ben- Zion Galis St., Segula Industrial Park, Petach Tikva, Israel 49277 (the "PURCHASER").

The Seller and the Purchaser are referred to herein collectively, as "PARTIES", and each of them, separately, as a "PARTY".

WHEREAS:

(A) On the date hereof, the Seller is the sole legal and beneficial owner of 78,940,104 ordinary shares, par value NIS 0.01 each in Partner Communications Company Ltd., a public company organised and existing under the laws of the State of Israel (the "COMPANY"), whose securities are listed on The NASDAQ Global Market and on the Tel Aviv Stock Exchange, and such shares representing, on the date hereof, approximately 51.31% of the issued and outstanding share capital of the Company which, for the avoidance of doubt, shall exclude all treasury shares of the Company (the "PURCHASE SHARES").
(B) Upon the terms and subject to the conditions set forth herein, the Seller wishes to sell the Purchase Shares to the Purchaser and the Purchaser wishes to purchase the Purchase Shares from the Seller, all in accordance and subject to the terms herein.
(C) The Parties agree that the Purchaser is purchasing the Purchase Shares on an "as is" basis and that the Seller makes no representations or warranties with respect to the Company, its Subsidiaries (as defined below) or their respective condition, other than those representations and warranties expressly set forth in Section 3 herein.
(D) The Parties wish to set forth herein all of the terms and conditions that shall govern the sale and purchase of the Purchase Shares hereunder.

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound hereby, the Parties agree as follows:

1. DEFINITIONS

1.1 DEFINITIONS. In addition to the terms defined in the preamble and the recitals above, the following terms shall have the following meanings:

AFFILIATE A Person Controlling, Controlled by or under common Control with a Person, and if such Person first stated above is a natural person, a Relative of such person.

ALLOWED DISTRIBUTIONS As defined in SECTION 2.1.

ANTITRUST APPROVAL As defined in SECTION 2.5(a)(ii).

AGREEMENT This Share Purchase Agreement, as may be

amended and/or restated from time to time, including all schedules, exhibits and annexes attached hereto or referenced

hereby.

BASE PURCHASE PRICE As defined in SECTION 2.2.

BOARD The Board of Directors of the Company.

BUSINESS DAYS Any day on which banks are open for business

in the State of Israel, Singapore and New

York City.

CASH CONSIDERATION As defined in SECTION 2.2.

CELLCOM BUSINESS Any distribution or related business of

Purchaser or any of its Affiliates with Cellcom Israel Ltd. or any of its Affiliates (including, without limitation, those assets and liabilities acquired by the Purchaser or any of its Affiliates pursuant to that certain asset purchase agreement dated August 21, 2008, as such assets and liabilities are in existence as of such

date).

EXEMPTION

CERTIFICATE OF TAX As defined in SECTION 2.4(a)(iv).

CLAIMING PARTY As defined in SECTION 6.3.

CLOSING As defined in SECTION 2.4.

CLOSING DATE As defined in SECTION 2.4.

AMOUNT

CLOSING PURCHASE PRICE As defined in SECTION 2.2

COMPANY As defined in RECITAL (A).

CONTRACT With respect to any Party, all agreements,

undertakings, contracts, arrangements, understandings and/or commitments (i) to which such Party is a party, (ii) under which such Party has any rights, (iii) under which such Party has any liability or (iv) by which such Party, or any of the assets or properties owned or used by such Party, is

bound.

CONTROL OR CONTROLLED OR The ability, directly or indirectly, to CONTROLLING direct the activities of the relevant entity, including, without limitation, the holding of (i) more than 50% of the issued share capital, or (ii) such share capital as carries directly or indirectly, more than 50% of the shareholder votes in a general meeting or the ability to appoint or elect more than 50% of the directors or equivalent

of such entity.

DEBT INSTRUMENT As defined in SECTION 2.2.

DEPOSIT As defined in SECTION 2.3.

DISTRIBUTIONS The payment, directly or indirectly, of any dividend or the transfer of any asset given by the Company to a shareholder of the Company by virtue of his or her right as a shareholder, whether in cash, shares or other securities of the Company, or in any other manner, or the cancellation of indebtedness of a shareholder of the Company

owed to the Company.

DUE DILIGENCE MATERIALS Any of the information set forth in (i)

materials made available to the Purchaser or its Affiliates or Representatives in any "data room" (virtual or otherwise), including financial projections or other projections, (ii) management presentations relating to the Company made available to the Purchaser or its Affiliates or Representatives, (iii) responses provided by or on behalf of the Seller, the Company or their respective Affiliates or Representatives to questions submitted by or on behalf of the Purchaser or its Affiliates or Representatives, whether orally or in writing, and (iv) materials prepared by or on behalf of the Seller or the Company or their respective Affiliates or Representatives and provided in writing to the Purchaser or its Affiliates or Representatives, in each case, in expectation or furtherance of the transactions contemplated by this Agreement.

END DATE As defined in SECTION 7.1(c).

EQUITY SECURITIES Warrants, options, convertible securities, convertible debt and any other instrument or security convertible into shares or other capital securities of an entity.

EXCHANGE INFORMATION As defined in SECTION 4.8(f).

GOVERNMENTAL AUTHORITY In any jurisdiction, including the State of Israel, the United States and Singapore, any (i) national, federal, state, local, foreign or international government, (ii) court, arbitral or other tribunal, (iii) governmental or quasi-governmental authority of any nature (including any political subdivision, instrumentality, branch, department, official or entity), or (iv) agency, commission, authority or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

HK LISTING RULES Rules Governing the Listing of Securities on

HKSE.

HKSE The Stock Exchange of Hong Kong Limited.

HOSTILE STATE Any of the following states: Iran, Syria, Lebanon, North-Korea, Libya, Saudi-Arabia, Sudan, Pakistan, Iraq, Yemen, and any other state that does not maintain diplomatic relations with the State of Israel.

APPROVAL

HTIL SHAREHOLDERS As defined in SECTION 2.5(c)( iii).

INITIAL END DATE As defined in SECTION 7.1(c).

INTEREST PAYMENT As defined in SECTION 2.2.

INTERESTED PARTY In respect of any Person (other than a natural person), any Person holding at least 5% any of type of means of control of that Person (namely, the right to vote in the general meeting of shareholders of a corporation or in the equivalent body of an entity that is not a corporation; the right to appoint a director or the chief executive officer or an equivalent position; the right to participate in the distribution of the profits of that Person; and the right to participate in the distribution of the surplus assets of that Person upon liquidation).

For the purpose of this definition, "holding" shall mean, the holding, whether directly or indirectly, alone or with others, including through others, including a trustee or agent, or by means of a right vested by agreement, including an option to hold that does not stem from convertible securities, or in any other manner.

INTERIM PERIOD As defined in SECTION 5.1(a).

JSDA The Japan Securities Dealers Association.

KLFB Kanto Local Finance Bureau, Japan.

LIBOR In relation to any amount due and payable under this Agreement to accrue interest at, or at a rate by reference to, LIBOR, the interest rate published by the British Bankers Association (the "LIBOR PUBLISHER") for successive periods of one month commencing on the Rate Fixing Day as being the average at several banks of the "LIBOR Rate" offered in the Inter-Bank Market in London for loans in US$ for an amount equal to then outstanding amount and for a period of one month (1 month). The said average shall be determined in accordance with the rules of the LIBOR Publisher for selection of banks and computing of average on the Rate Fixing Day. The said average shall be rounded upward up to one-eighth of a per cent and the result shall constitute LIBOR for purposes of this Agreement. For the purpose of this definition, the Rate Fixing Date shall mean (x) for purpose of SECTION 2.2., the date of this Agreement, and (y) for purpose of SECTION 7.3(D), the date on which an amount was due but unpaid.

LICENCES The following licences granted by the MoC to the Company or any of its Subsidiaries, as amended and/or restated from time to time:

(a) the mobile telephone licence, dated April 7, 1998 (the "MOBILE TELEPHONE LICENCE");
(b) the domestic fixed-line licence, dated January 15, 2007;
(c) the internet access licence, dated April 8, 2008; and
(d) the network end-point licence, dated January 31, 2007.

LICENCES AND RELATED The Licences, and any regulations, REGULATIONS licences, and governmental approvals, authorisations, consents and permits promulgated by the MoC from time to time with respect to or in connection with the telecom sector in Israel (including mobile telephony; international telephony; domestic fixed- line telephony; internet access; transmission or data communications), to the extent such regulations, licences, or governmental approvals apply to the Company or any of its Subsidiaries, or the Purchaser.

LOSS OR LOSSES Any and all losses, liabilities, obligations, costs, claims, damages, awards, judgments and expenses (including reasonable attorney fees).

MoC The Israeli Ministry of Communications.

MoC APPROVAL As defined in SECTION 2.5(a)(i).

NEW INSURANCE POLICIES As defined in SECTION 5.4.

NIS New Israeli Shekels, the lawful currency of

the State of Israel

NDAs Non-Disclosure Agreement dated July 2, 2009 and entered into between the Seller and the Purchaser (the "SELLER NDA") and the

Non-Disclosure Undertaking given on July 20, 2009 by the Purchaser in favour of the

Company

NYSE New York Stock Exchange, Inc.

MATERIAL ADVERSE EFFECT any event, occurrence or development having a material adverse effect on the business, financial condition or results of operations of the Company or on the ability to obtain financing for transactions of similar nature and size; PROVIDED, HOWEVER, that an adverse effect on the business of the Company that results from any one or more of the following shall not constitute a "Material Adverse Effect" and shall not be considered in determining whether a "Material Adverse Effect" has occurred: (i) changes in political conditions in general; (ii) any natural disaster or any acts in the State of Israel of massive military action or war (whether or not declared), and other acts of hostility of similar nature and magnitude, whether or not occurring or commenced before or after the date of this Agreement, (iii) changes in laws or orders or interpretations thereof or changes in accounting requirements or principles; (iv) the announcement or pendency of the transactions contemplated by this Agreement or other communication by the Purchaser or any of its Affiliates of its plans or intentions (including in respect of employees) with respect to any business of the Company, including, without limitation, losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the Company; (v) the consummation of the transactions contemplated by this Agreement or any actions by the Purchaser or Seller taken pursuant to this Agreement or in connection with the transactions contemplated thereby; (vi) any failure by the Company to meet any internal projections or forecasts and seasonal changes in the results of operations of the Company; or (vii) any matter of which the Purchaser has actual knowledge on the date of this Agreement.

ORGANISATIONAL DOCUMENTS In respect of any entity, the memorandum of

association, articles of association, certificate of incorporation, by-laws, certificate(s) of designation or other constitutional documents of any type.

PERSON Any individual, firm, corporation (including

any nonprofit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organisation (including unincorporated organisation), other entity

or governmental authority.

PLEDGE RELEASE As defined in SECTION 2.5(c)(iv)

PURCHASER As defined in the Preamble.

PURCHASER INTERESTED (a) As of the date hereof, each Person which PARTY would be an Interested Party in the Company by virtue of its direct or indirect interest in the Purchaser, assuming solely for such purpose, that Closing had occurred on the date of this Agreement, and (b) as of the Closing, each Person which would be an Interested Party in the Company by virtue of its direct or indirect interest in the Purchaser, immediately following the Closing. For the avoidance of doubt, such Person shall include, without limitation, each of the Purchaser's controlling

shareholders.

PURCHASE PRICE As defined in SECTION 2.2.

PURCHASE SHARES As defined in paragraph (A) of the Recitals,

and any further shares or other Equity Securities issued in respect of the Purchase Shares in the framework of, or in connection with, a share combination or subdivision, share split, reverse share split, share dividend, distribution of bonus shares or any other reclassification, reorganisation or recapitalisation of the Company's share capital on or after the date of this Agreement and prior to the Closing Date.

PURCHASER DIRECTORS As defined in SECTION 2.4(c).

REASONABLE CONDITION As defined in SECTION 5.5(c).

REGULATION S As defined in SECTION 4.8(c).

RELATIVE Spouse, sibling, parent, parent's parent, offspring or the spouse's offspring and the

spouse of each of these.

RELATIONSHIP AGREEMENT The restatement of relationship agreement,

dated April 20, 2005, by and among the "Founding Shareholders or their Substitutes" (as such expression is defined in Section 21.8 of the Mobile Telephone Licence).

REPRESENTATIVES Of any Person, such Person's directors, managers, members, officers, employees, agents, advisors and representatives (including, without limitation, legal advisors, accountants, consultants, financial advisors, financing sources and any representatives of such advisors or financing sources).

RESPONSIBLE PARTY As defined in SECTION 6.3.

SAMSUNG BUSINESS Any distribution or related business of Purchaser or any of its Affiliates of "Samsung" cellular equipment (including, without limitation, those assets and liabilities acquired by the Purchaser or any of its Affiliates pursuant to that certain asset purchase agreement dated August 21, 2008, as such assets and liabilities are in existence as of such date).

SECURITIES ACT The U.S. Securities Act of 1933, as amended from time to time.

SECURITY INTERESTS All trusts, liens, mortgages, charges, attachments, judgments, pledges, options, rights of first refusal, rights of possession, restrictions on transfer, voting agreements, sale/leasebacks or similar arrangements, security interests or other rights or claims of others or restrictions or encumbrances of any character whatsoever.

SELLER As defined in the Preamble.

SELLER DEPOSIT ACCOUNT Account number 260-052758-690 at The

Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, in the name of

the Seller.

SELLER DIRECTORS As defined in SECTION 2.4(a)(ii).

SCHEDULE

SELLER DISCLOSURE As defined in SECTION 3.

SELLER KNOWLEDGE The actual knowledge, without inquiry or investigation of any of the Seller Directors.

SHARE TRANSFER DEED As defined in SECTION 2.4(a)(i).

REGULATIONS

SPECIAL FIXED-LINE As defined in SECTION 4.10.

SUBSIDIARIES Any entity in which the Company holds: (i)

more than 50% of the issued share capital or participation interests; (ii) such share capital as carries directly or indirectly, more than 50% of the shareholder votes in a general meeting; or (iii) the ability to appoint or elect more than 50% of the directors or equivalent of such entity.

TAXES All taxes, charges, fees, duties, levies or

other assessments which are imposed by any Governmental Authority, including any interest, penalties or additions

attributable thereto.

THRESHOLD AMOUNT As defined in SECTION 6.2(b).

US$ US dollars, the lawful currency of the

United States of America

WITHHOLDING CONFIRMATION As defined in SECTION 2.4(b)(viii).

1.2 CONSTRUCTION.

In this Agreement, unless the context otherwise requires:

(a) words and defined terms expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa;
(b) the term "including" shall be interpreted to mean "including (without limitation)" whenever such term appears in this Agreement (and the terms "include" and "includes" shall be similarly interpreted);
(c) the term "law" shall include any by-law, rule, regulation, executive orders, judgment, order, ruling, issued or given by any Governmental Authority and/or stock exchange, applicable to a Party; and
(d) the words "hereof", "herein", "hereto" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.3 HEADINGS.

The paragraph headings are for the sake of convenience only and shall not affect the interpretation of this Agreement.

1.4 EXHIBITS.

The recitals, schedules, appendices, annexes and exhibits hereto form an integral part of this Agreement. When a reference is made in this Agreement to a Recital, a Section, an Exhibit or Schedule, such reference shall be to a Recital of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.

1.5 NO STRICT CONSTRUCTION.

The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the Party drafting such agreement or document.

2. PURCHASE AND SALE OF THE PURCHASE SHARES

2.1 AGREEMENT TO PURCHASE AND SELL.

Subject to the terms and conditions of this Agreement, at and subject to the Closing, the Seller hereby agrees to sell, transfer, assign and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, all of the Purchase Shares, free and clear of any Security Interests, together with all rights attaching or accruing to them (except for the quarterly Distribution declared by the Company to be paid on 13 October 2009, the right to which shall remain with the Seller ("ALLOWED DISTRIBUTION") but including the right to receive all other Distributions declared by reference to (a) a record date falling between the date hereof and the Closing Date, or (b) a record date falling on or after the Closing) provided however that if the Closing occurs after 1 December 2009 (other than as a result of any reason solely attributable to the Seller in which case such date shall be delayed until such time as such reason shall cease to exist, the right to the quarterly Distribution to be declared by the Company ("Q3 2009 DISTRIBUTION") shall be apportioned between the Purchaser and the Seller such that (i) the Seller shall be entitled to a factor of the Q3 2009 Distribution the numerator of which is the number of days which elapse between the Closing Date and 13 October 2009 (both days inclusive) and the denominator of which is the number of days which elapse between 13 October 2009 and the date of payment of Q3 2009 Distribution ("SELLER Q3 2009 DISTRIBUTION ENTITLEMENT"); and (ii) the Purchaser shall be entitled to the balance of such Q3 2009 Distribution.

2.2 PURCHASE PRICE.

In full consideration for the purchase by the Purchaser of the Purchase Shares, the Purchaser shall pay to the Seller and the Seller shall receive NIS 5,290,960,470.60 (which is based on a US$17.50 per Purchase Share on an agreed exchange rate of US$1.00=NIS3.83) (the "BASE PURCHASE PRICE"). The Base Purchase Price shall be payable in either NIS or, at the request of the Seller, United States dollars as to such portion of the Base Purchase Price and to be acquired (the conversion commission for which will be borne by the Purchaser) from such local bank(s) as directed by the Seller. The Base Purchase Price shall be paid by the Purchaser to the Seller as follows: (a) NIS 4,141,960,470.60 in cash (the "CASH CONSIDERATION"); and (b) Three Hundred Million United States dollars (US$300,000,000) by way of delivery, or procuring that it is delivered, to the Seller a secured debt instrument of Purchaser made payable to or to order of Seller, its Affiliate to be nominated prior to the Closing Date, or its permitted assignee(s), in the principal amount of Three Hundred Million United States Dollars (US$300,000,000) otherwise in form and substance reasonably acceptable to the Parties and substantially on the terms set forth in SCHEDULE 2.2 attached hereto and such other terms and conditions as are customary in vendor loan documentation of similar size (the "DEBT INSTRUMENT"). The Base Purchase Price shall accrue interest at a rate of LIBOR from the date hereof until the Closing Date (the "INTEREST PAYMENT", and together with the Base Purchase Price, the "PURCHASE PRICE").

The Cash Consideration shall be reduced by (i) the net amount of the Distributions (other than any Allowed Distributions and any Seller Q3 2009 Distribution Entitlement) of the Company received by the Seller during the period commencing on the date hereof and ending on the date immediately preceding the Closing Date, and (ii) any amount of the Deposit actually paid to Seller pursuant to the terms hereof (including any interest accrued thereon up to the date immediately prior to the Closing Date in accordance with the terms of SECTION 2.3 hereunder) (the Cash Consideration as so reduced plus the Interest Payment "CLOSING PURCHASE PRICE AMOUNT"). At the Closing Date and subject to Closing occurring, the Purchaser shall pay to the Seller the Closing Purchase Price Amount in cash by wire transfer of immediately available funds to the account(s) the details of which shall be designated in writing, no later than two (2) Business Days prior to the Closing Date, by the Seller to the Purchaser.

2.3 DEPOSIT

Upon execution of this Agreement, the Purchaser shall deposit an amount in cash equal to Twenty Five Million United States dollars (US$25,000,000) in the Seller Deposit Account (the "DEPOSIT"). The Deposit shall be held and disposed by the Seller to the credit of either the Seller or the Purchaser, in accordance with the terms and conditions of this Agreement. Any interest accruing on the Deposit shall be to the credit of the Party that ultimately will receive the Deposit in accordance with the terms of this Agreement. At Closing, the Deposit and the interest earned thereon shall be released to the Seller promptly pursuant to the terms hereof and be applied to and credited against the Purchase Price in accordance with SECTION 2.2.

If Closing does not occur, the Deposit (including any interest accrued thereon) shall be payable in full to the Seller in the circumstances set forth in SECTIONS 7.3(b) and 7.3(d) or to the Purchaser in the circumstances set forth in SECTION 7.3(c). If the circumstances do not result in the full payment of the Deposit to the Seller pursuant to SECTIONS 2.3, 7.3(b) or 7.3(d), the Deposit (including any interest accrued thereon) shall be released to the Purchaser promptly after termination of this Agreement.

To the extent that the Seller shall be required to release the Deposit to the Purchaser after termination of this Agreement, the Seller will be entitled to withhold and deduct from the payment of any Deposit (including any interest accrued thereon), the maximum amount required to be withheld and deducted under any applicable law and/or any and all taxes which are payable on such Deposit (including any interest accrued thereon). To the extent that amounts are so withheld by the Seller, they shall be treated for all purposes of this Agreement as having been paid to the Purchaser.

2.4 CLOSING.

The closing of the transactions contemplated hereby, including, the purchase and sale of the Purchase Shares and the payment of the Purchase Price (the "CLOSING"), shall take place at the offices of the Seller's Israeli counsel in connection with the transactions contemplated hereby, Herzog, Fox & Neeman, Asia House, 4 Weizmann Street, Tel Aviv, Israel, two (2) Business Days after the satisfaction of the last of the conditions precedent set forth in SECTION 2.5 (other than those conditions which by their terms must be satisfied at the Closing, which such conditions shall be satisfied at Closing) or on such other date and at such other time and place as is mutually agreed by the Parties (such date, the "CLOSING DATE").

At the Closing, the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered:

(a) The Seller will deliver, or cause to be delivered, to the Purchaser the following documents:
(i) A share transfer deed in respect of the Purchase Shares, validly executed by the Seller as transferor of the Purchase Shares, in accordance with the Company's Organisational Documents (the "SHARE TRANSFER DEED");
(ii) Written letters of resignations in respect of all existing directors of the Company and its Subsidiaries (other than the directors listed on SCHEDULE 2.4(a)(ii)) (such resigning directors, the "SELLER DIRECTORS"), effective as of the Closing Date, in the form attached hereto as EXHIBIT A;
(iii) A certificate signed on behalf of the Seller by a duly authorised officer of the Seller, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in SECTION 2.5(b);
(iv) Subject to SECTION 2.6 and to the extent issued to the Seller by the Israeli Tax Authority, a certificate which provides for an exemption from withholding or a reduced withholding rate in respect of the payment of the Base Purchase Price or the Purchase Price, as the case may be (the "CERTIFICATE OF TAX EXEMPTION");
(v) The Debt Instrument validly executed by the Seller or its nominee;
(vi) A capitalisation table of the Company in accordance with Section 3.2(a) as of the date as close as possible to the Closing Date, but in any event no later than five (5) Business Days prior to the Closing Date.
(b) The Purchaser shall deliver, or cause to be delivered, to the Seller the following documents:
(i) The Share Transfer Deed validly executed by the Purchaser as transferee of the Purchase Shares;
(ii) Payment of the Closing Purchase Price Amount by wire transfer of immediately available funds to one or more bank account(s) designated by the Seller in accordance with SECTION 2.2;
(iii) The Debt Instrument and all documentation ancillary thereto (all in form and substance which the Seller shall reasonably consider necessary with respect to the granting of the loan under the Debt Instrument and in respect of the creation, registration, and perfection of the collateral to be granted under the Debt Instrument) validly executed by the Purchaser and all other relevant parties;
(iv) A duly executed copy of the Relationship Agreement or any similar undertaking by the Purchaser in form satisfactory to both the Seller and the Purchaser for the replacement of the Seller as a party under the Relationship Agreement;
(v) All information and documentation in the possession of the Purchaser, required by the Company to comply with any of the requirements set forth in the Company's Organisational Documents with respect to the transfer of the Purchase Shares hereunder;
(vi) A certificate signed on behalf of the Purchaser by a duly authorised officer of the Purchaser, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in SECTION 2.5(c);
(vii) A capitalisation table in the form and substance provided for in SCHEDULE 4.2 hereof, describing the direct ownership interests in the Purchaser, any Purchaser Interested Party, and the ultimate controlling shareholders in the Purchaser at the Closing Date; and
(viii) To the extent that the Purchaser is required to withhold any taxes according to SECTION 2.6 of this Agreement: Either (A) (x) a valid confirmation, to the full satisfaction of the Seller, that all the amounts that should have been withheld by the Purchaser in accordance with SECTION 2.6 of this Agreement have been actually paid to the Israeli Tax Authority; and (y) a valid certificate of payment to the Israeli Tax Authority, on Form 0857, to the full satisfaction of the Seller, which refers to: (A) the amounts that were paid to the Seller by the Purchaser, and (B) the amount of tax that was withheld from the payment to the Seller (the "WITHHOLDING CONFIRMATION"). Purchaser shall deliver the Withholding Confirmation on the Closing Date, or (B) a banker's cheque for the benefit of the Israeli Tax Authority for the amount of the required withholding which shall be deposited in escrow with Seller's counsel and be payable to the Israeli Tax Authority by the representatives of both Parties on the day of the Closing or on the first Business Day thereafter. For purposes of this section a Business Day shall mean a day on which payments to the Israeli Tax Authority can be made.
(c) No later than fourteen (14) days after the date hereof, the Purchaser shall provide the Seller with the names and other required data of all persons recommended by the Purchaser to serve as the directors of the Company immediately following the Closing (the "PURCHASER DIRECTORS"); PROVIDED, that (i) the number of the appointed Purchaser Directors shall not exceed the number of Seller Directors; and (ii) subject to and taking into consideration the identity and classification of the directors of the Company (other than the Seller Directors), the persons recommended by the Purchaser to serve as the Purchaser Directors comply, in all respects with the requirements and qualifications provided for in the Company's Organisational Documents, the Israeli Companies Law of 1999 and any other applicable law, including, without limitation, the rules and regulations of the NASDAQ Stock Market. Subject to the Purchaser providing the Seller with the details of the Purchaser Directors, the Seller shall use commercially reasonable efforts to either: (x) propose that the Board adopts a resolution that effective of the Closing Date, the Purchaser Directors shall be appointed to serve on the Board immediately after the Closing; or (y) call a meeting of the shareholders of the Company to be held by no later than 15 November 2009 and vote its shares in the Company in favour of the adoption of a resolution that effective of the Closing Date, the Purchaser Directors shall be appointed to serve on the Board immediately after the Closing.
(d) At the Closing, the Seller and the Purchaser shall provide the Company with the fully executed Share Transfer Deed and return to the Company the share certificates representing the Purchase Shares issued by the Company on the name of the Seller, and use commercially reasonable efforts to procure that the Company will perform the following actions: (x) record the transfer of the Purchase Shares to the Purchaser in the shareholders' register of the Company; and (y) deliver to the Purchaser a new share certificate in respect of the Purchase Shares under the name of the Purchaser in lieu of the share certificates described in SUB-SECTION 2.4(d)(i) above.
(e) Promptly after the Closing, the Purchaser shall use commercially reasonable efforts to procure that the Company will make all public filings required under any applicable law in connection with the transaction contemplated hereby in a timely manner. It is acknowledged by the Seller, that performances by the Company of the actions specified under SUB-SECTION 2.4(d)(i) THROUGH 2.4(d)(ii) above, shall be made concurrently with the payment of the Closing Purchase Price Amount by the Purchaser to the Seller and as a preliminary condition for such payment.

2.5 CONDITIONS TO CLOSING.

(a) JOINT CONDITION TO CLOSING. Each Party's obligation to consummate the purchase and sale of the Purchase Shares hereunder is subject to the fulfilment, prior to or at the Closing, of each of the following conditions:
(i) Approval of the MoC of the transactions contemplated hereby, including the purchase of the Purchase Shares pursuant to this Agreement under the Licences (the "MoC APPROVAL").
(ii) Approval of the Israeli Antitrust Commissioner of the transactions contemplated hereby (to the extent such approval is required) (the "ANTITRUST APPROVAL").
(b) CONDITIONS TO THE PURCHASER'S OBLIGATION TO CLOSE. The Purchaser's obligation to consummate the purchase of the Purchase Shares hereunder is subject to the fulfilment, prior to or at the Closing, of each of the following conditions:
(i) The representations and warranties of the Seller were true and correct in all material respects when made and shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date).
(ii) The Seller shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing in all material respects.
(iii) An unconditional release of any charge or pledge over the Purchase Shares shall have been obtained prior to Closing (the "PLEDGE RELEASE").
(c) CONDITIONS TO THE SELLER'S OBLIGATION TO CLOSE. The Seller's obligation to consummate the sale of the Purchase Shares hereunder is subject to the fulfilment, prior to or at the Closing, of each of the following conditions:
(i) The representations and warranties of the Purchaser were true and correct in all material respects when made and shall be true and correct in all material respects at the Closing as though made again at the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, including the date hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date).
(ii) The Purchaser shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing in all material respects.
(iii) A resolution at a general meeting of the shareholders of HTIL to approve the sale of the Purchase Shares hereunder (the "HTIL SHAREHOLDERS APPROVAL") shall have been passed.
(iv) All closing conditions to the Debt Instrument becoming effective in accordance with its terms shall have been satisfied or waived by the Seller.

2.6 TAX WITHHOLDING.

(a) If, at or prior to the Closing, the Seller provides the Purchaser with a Certificate of Tax Exemption which provides for a complete exemption from withholding, then the Purchaser shall pay the Seller the Purchase Price in its entirety in accordance with SECTION 2.2 and shall not deduct or withhold any amounts from the Purchase Price.

(b) If, at or prior to the Closing, the Seller provides the Purchaser with a Certificate of Tax Exemption which provides for a reduced withholding rate in respect of the payment of the Purchase Price, then the Purchaser shall deduct and withhold from the Purchase Price an amount which is equal to the amount which reflects the reduced withholding rate specified in the Certificate of Tax Exemption.
(c) If, at or prior to the Closing, the Seller has not provided the Purchaser with a Certificate of Tax Exemption, then the Purchaser shall deduct and withhold from the Purchase Price the applicable amount required to be deducted and withheld pursuant to Israeli law.
(d) Without derogating from the generality of the above, the Purchaser undertakes to comply with any reasonable conditions and instructions that may be required by the Israeli Tax Authority in the Certificate of Tax Exemption.

To the extent that (i) all required amounts under this SECTION 2.6 are so withheld by the Purchaser; and either (ii) the amounts so withheld are actually paid to the Israeli Tax Authority; and the Purchaser provides the Seller at Closing with all the confirmations required under SECTION 2.4(b)(viii) or (iii) provides the Seller at Closing with a banker's cheque and pays promptly, but no later than One Business Day after] the Closing the required amount to the Israeli Tax Authority in accordance with the mechanism of section 2.4(b)(viii), then such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Seller.

For the purposes of this subsection 2.6 the definition of a Business Day shall mean a day on which payment s to the Israeli Tax Authority can be made.

2.7 SALE ON "AS IS" BASIS.

THE PARTIES AGREE THAT THE PURCHASE SHARES ARE PURCHASED BY THE PURCHASER ON AN "AS IS" BASIS, NAMELY ON THE BASIS OF THE CONDITION OF THE COMPANY AND THE SUBSIDIARIES ON THE CLOSING DATE, WHETHER OR NOT ANY FACT, ACT OR CIRCUMSTANCE OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR ITS SUBSIDIARIES IS KNOWN, DISCLOSED OR DISCUSSED, AND REGARDLESS OF ANY INVESTIGATION, INQUIRY OR DISCLOSURE THAT WAS OR COULD HAVE BEEN MADE, AND WHETHER OR NOT ANY FACT OR CIRCUMSTANCE IS DIFFERENT THAN EXPECTED BY THE PURCHASER, SUBJECT ONLY TO THE REPRESENTATIONS MADE BY THE SELLER IN SECTIONS 3.1 THROUGH 3.5.

WITHOUT DEROGATING FROM THE REPRESENTATIONS MADE BY THE SELLER IN SECTIONS 3.1 THROUGH 3.5, ANY DUE DILIGENCE MATERIALS MADE AVAILABLE TO THE PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES, DO NOT, DIRECTLY, OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF THE SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES.

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER

As an inducement to the Purchaser to enter into this Agreement, the Seller hereby represents and warrants to the Purchaser (subject to the exceptions and qualifications set forth in the disclosure schedule attached hereto as SCHEDULE 3 (the "SELLER DISCLOSURE SCHEDULE") the paragraphs of which shall qualify each representation and warranty to which such disclosure is ostensibly relevant):

3.1 Organisation and Authority.

(a) The Seller duly and validly exists under the laws of Singapore and has all necessary company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
(b) Subject to the conditions specified under SECTION 2.5(c)(iii), the execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorised by all requisite corporate action on the part of the Seller and its shareholders.
(c) This Agreement has been duly executed and delivered by the Seller, and (assuming due authorisation, execution and delivery by the Purchaser and subject to the conditions set under SECTIONS 2.5(a), 2.5(c)(iii) AND 2.5(c)(iv)) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganisation or similar laws in effect that affect the enforcement of creditors' rights generally, and by equitable limitations on the availability of specific remedies and by principles of equity.

3.2 CAPITALISATION.

(a) Based solely on confirmation provided by the Company, SCHEDULE 3.2(a) hereof accurately describes the authorised share capital of the Company as of the date hereof, the number of issued and outstanding ordinary shares of the Company, and the direct ownership interests in the Company of shareholders holding 5% or more of the outstanding share capital of the Company (including the Seller) on a fully diluted basis.
(b) Save for the Organisational Documents, the Licences and the Relationship Agreement, there are no other Contracts to which the Seller is a party, relating to or governing the terms and conditions upon which the Purchase Shares may be transferred by the Seller.
(c) At Closing, the Purchase Shares shall be free and clear of any charge, pledge, third party's right and all other Security Interests (other than the Relationship Agreement).

3.3 CONSENTS AND APPROVALS; NO CONFLICT.

Other than as specifically provided for in this Agreement (including the receipt of the MoC Approval, the Antitrust Approval, any Pledge Release and the HTIL Shareholders Approval, to the extent such approvals are required by law to be obtained by the Seller), the execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby do not conflict with and will not result in a breach or violation of, or a default under, or give rise to any other right which may adversely affect the consummation of the transaction contemplated under this Agreement or the Company under (i) the Organisational Documents of the Seller, and to the Seller Knowledge, the Company's Organisational Documents; (ii) any material Contract to which the Seller is a party (including, for this purpose, the Relationship Agreement); (iii) assuming that all required regulatory approvals have been obtained, any material law to which the Seller is subject, and to the Seller Knowledge, to which the Company is subject; and (iv) any right of other shareholders in the Company, to the extent granted by the Seller to such shareholders.

3.4 LITIGATION.

There is no injunction, judgment, decree, order or other restrictive legal proceeding against the Seller (and to the Seller Knowledge and as of the date hereof against the Company) that prevents, enjoins, or materially alters or delays the sale of the Purchase Shares by the Seller under this Agreement and the consummation of the transaction contemplated herein.

3.5 RELATED PARTY TRANSACTIONS.

Other than as set forth in SECTION 3.5 of the Seller Disclosure Schedule, neither the Seller nor any of its Affiliates nor any of the Seller Directors is a party to any agreement or engages in any transaction with the Company or any of its Subsidiaries, other than any such agreements or transactions that were entered into in the ordinary course of business of the Company or were made on an arm's length basis.

3.6 DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES.

The representations and warranties made by the Seller in this SECTION 3 are the exclusive representations and warranties made by the Seller in connection with the transactions contemplated hereby, including, without limitation, with respect to the Seller, any of its Affiliates (including the Company and any of its Subsidiaries) and their respective assets and liabilities. The Seller hereby disclaims any other express or implied representations or warranties with respect to the Seller or any of its Affiliates (including the Company and any of its Subsidiaries) or any of its Subsidiaries or any of their respective assets or liabilities.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As an inducement to the Seller to enter into this Agreement, the Purchaser hereby represents and warrants to the Seller:

4.1 ORGANISATION AND AUTHORITY.

(a) The Purchaser duly and validly exists under the laws of its jurisdiction of incorporation or organisation and has all necessary company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorised by all requisite corporate action on the part of the Purchaser. No shareholders' approval of the Purchaser or any of its Affiliates is required in order to consummate any transaction contemplated by this Agreement (including the securing of financing for such transaction).
(c) This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorisation, execution and delivery by the Seller and subject to the conditions specified UNDER SECTIONS 2.5(a) AND 2.5(b)) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganisation or similar laws in effect that affect the enforcement of creditors' rights generally, and by equitable limitations on the availability of specific remedies and by principles of equity.

4.2 CAPITALISATION.

Other than as set forth in SCHEDULE 4.2, the Purchaser has not promised to issue or undertaken an obligation to issue any shares or any other Equity Securities in the Purchaser.

4.3 CONSENT AND APPROVALS; NO CONFLICT.

Other than as specifically provided for in this Agreement (including the receipt of the MoC Approval and the Antitrust Approval), the execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby do not conflict and will not result in a breach or violation of, or a default under, or give rise to any other right which may adversely affect the consummation of the transaction contemplated under this Agreement under (i) the Organisational Documents of the Purchaser; (ii) any material Contract to which the Purchaser is a party; or (iii) assuming that all required regulatory approvals have been obtained, any material law to which the Purchaser is subject.

4.4 BROKERS.

No broker, finder or investment banker is entitled to any brokerage, finder's fee or other fee in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser or any of its Affiliates for which the Seller or any of its Affiliates (including the Company and its Subsidiaries) shall be liable.

4.5 LITIGATION.

There is no injunction, judgment, decree, order or other restrictive legal proceeding against the Purchaser that prevents, enjoins, or materially alters or delays the purchase of the Purchase Shares by the Purchaser under this Agreement and the consummation of the transaction contemplated herein.

4.6 FINANCING.

At the Closing, the Purchaser will have sufficient funds in the aggregate to pay in cash the Cash Consideration and any and all other amounts to the extent necessary to consummate the payments and transactions contemplated hereby, including the purchase of the Purchase Shares and payment of all anticipated expenses in connection therewith, save for the amounts to be paid through the Debt Instrument, in accordance with the terms of Section 2.2 above.

4.7 ADDITIONAL ASSURANCES.

(a) Save and except for Purchaser owning and/or operation the Cellcom Business and the Samsung Business, in respect of which the Purchaser hereby undertakes to take such steps as described in SECTION 5.5(c) below to the extent prescribed by the MoC or the Israeli Antitrust Commissioner as a condition to the grant of their respective approval with the intention that such steps will result in the MoC Approval and the Antitrust Approval being obtained, to the Purchaser's knowledge, there are no facts as of the date hereof, which if known to the MoC or the Israeli Antitrust Commissioner, would be reasonably likely to result in the denial or material delay of the Purchaser's application to obtain the MoC Approval and the Antitrust Approval or in any material conditions or stipulations on any of the Parties or their Affiliates (to the extent such approval is required) with respect to the transactions contemplated hereby. As of the date hereof, the Purchaser has no reason to expect that the MoC Approval and the Antitrust Approval (to the extent such approval is required) will not be timely obtained.
(b) None of the Purchaser, any Purchaser Interested Party, any Person in which the Purchaser is an Interested Party, any Person an Interested Party in which is an Interested Party in the Purchaser, holds a licence in Israel for the provision of telecom services, mobile or fixed line telephony, international calls, internet access, transmission or data communications.
(c) Neither the Purchaser, any Purchaser Interested Party, nor any Person an Interested Party in which is an Interested Party in the Purchaser is (x) a citizen or a resident of a Hostile State, or (y) a Person registered or incorporated in any Hostile State.

4.8 INVESTMENT MATTERS.

(a) The Purchase Shares are being sold to the Purchaser in reliance upon an exemption from the registration requirements of the Securities Act and are not registered under the Securities Act.
(b) The Seller is relying upon the truth and accuracy of, and Purchaser's compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchase Shares.
(c) The Purchaser is not a U.S. person (as such term is defined in Regulation S under the Securities Act ("REGULATION S")) and is located outside the United States.
(d) The Purchaser is not acquiring the Purchase Shares with a view to the resale, distribution or other disposition thereof to a U.S. person in violation of the registration requirements of any securities laws, including the U.S. securities laws.
(e) The Purchaser has not entered into any contractual arrangement with any distributor (as such term is defined in Regulation S) with respect to the distribution of the Purchase Shares to a U.S. person.
(f) The Purchaser hereby acknowledges that (i) the Company's shares are listed on the NASDAQ Stock Market and the Tel Aviv Stock Exchange, (ii) the Company is subject to the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, and the Israeli Securities Law or 1968, as amended, (iii) the Company is therefore required to publish certain business and financial information in accordance with such laws as well as the rules and practices of such exchanges (the "EXCHANGE INFORMATION"), which includes, among other things, a description of the Company's principal activities and balance sheet, income statement and cash flow statement and any information relating to the Company and its Subsidiaries which is necessary to enable the holders of the shares of capital stock of the Company and the public to appraise the position of the Company and its Subsidiaries, and that it is able to obtain or access the Exchange Information without undue difficulty; (iv) this Agreement and the transactions contemplated hereby are subject to the HTIL Shareholders Approval required under the listing requirements of the HKSE; (v) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Purchase Shares and (vi) it has made its own investment decision regarding the Purchase Shares based on its own knowledge (and information it may have or which is publicly available) with respect to the Purchase Shares and the Company.

4.9 OTHER INFORMATION.

None of the information provided by the Purchaser or its Affiliates or Representatives to be included in any materials filed by the Seller or any of its Affiliates (including the Company) with any Governmental Authority or stock exchange (including, without limitation, any filings with the Israeli Securities Authority, the Tel Aviv Stock Exchange, the NASDAQ Stock Market, the NYSE, the HKSE, the JSDA and KLFB) will, at the time it is filed with the applicable Governmental Authority or stock exchange, or at the time it is first mailed to the shareholders of the Seller or its Affiliates (including the Company) or at the time of the meeting of the shareholders of HTIL to obtain the HTIL Shareholders Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.10 LICENCES AND RELATED REGULATIONS.

The Purchaser and its Affiliates and Representatives have had adequate opportunity to review the Licences and Related Regulations, including, without limitation, the Mobile Telephone Licence and have received all information (legal, financial and otherwise) required by them concerning the Licences and Related Regulations and all of the terms and conditions thereto, including, without limitation, the Israeli ownership provisions set out in the section 22A of the Mobile Telephone Licence and in section 11 of the Communications Regulations (Telecommunications and Broadcasting), (Procedures and Conditions for Granting a General Specific Licence) 2004 (the "SPECIAL FIXED-LINE REGULATIONS").

4.11 CONDITION OF THE COMPANY.

Notwithstanding anything contained in this Agreement to the contrary, the Purchaser acknowledges and agrees that neither the Seller, the Company, its Subsidiaries nor any of their respective Affiliates or Representatives is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Seller in SECTIONS 3.1 THROUGH 3.5, including as to projections, forecasts or forwards-looking statements provided to the Purchaser or its Affiliates or Representatives or the accuracy or completeness of the Due Diligence Materials.

4.12 ACKNOWLEDGEMENT.

The Purchaser acknowledges that it has voluntarily decided to enter into this Agreement, to purchase the Purchase Shares from the Seller and to consummate the transactions contemplated herein. The Purchaser hereby confirms that (i) it has had adequate opportunity to select and consult with its financial, tax, accounting and legal advisors regarding the terms, conditions, rights and obligations set forth in this Agreement and (ii) it and its Affiliates and Representatives have had full access to the Due Diligence Materials and it had the opportunity to receive information (legal, financial and otherwise) concerning the business and financial condition of the Company and its Subsidiaries.

5. COVENANTS

5.1 INTERIM COVENANTS.

(a) From the date of this Agreement until the Closing Date (the "INTERIM PERIOD"), the Seller undertakes, subject to the duties of the Seller under applicable law as a controlling shareholder in the Company, in its capacity as a shareholder of the Company to exercise its voting rights as a shareholder of the Company, to object to the passing of any shareholders' resolution of the Company with respect to the following matters: (i) any amendment and/or change and/or alteration of the Company's Organisational Documents, unless any such amendment or change or alteration is required by law; (ii) voluntarily liquidation of the Company or any of the Company's Subsidiaries, and/or the engagement in any arrangement with all, or a class of, the creditors of the Company and/or of the Company's Subsidiaries; (iii) any related party transaction by and between the Company or any of its Subsidiaries, on the one hand, and the Seller or any of its Affiliates (other than the Company or any of its Subsidiaries), on the other hand, which requires the approval of the Company's shareholders; (iv) any merger and/or any other change in the corporate structure of the Company and/or any of the Company's Subsidiaries which requires the approval of the Company's shareholders; and (v) any other material transaction and/or action which is not in the ordinary course of the Company and/or of the Company's Subsidiaries which requires the approval of the Company's shareholders.

(b) The Seller shall not dispose of any interest in the Purchase Shares or any of them or grant any option over or create after the date hereof any Security Interest over the Purchase Shares or any of them. The Seller shall use all means required in order to obtain the Pledge Release.
(c) Subject to the duties of the Seller under applicable law as a controlling shareholder in the Company, the Seller shall use commercially reasonable efforts to procure (x) a meeting of the audit committee to adopt a resolution granting, at Closing, registration rights to the Purchaser for a period of five (5) years following the Closing Date on terms and conditions similar to the terms and conditions of that certain registration rights agreement, dated October 26, 1999, by and among the Seller, the Company and the other parties thereto (the "REGISTRATION RIGHTS RESOLUTION"); (y) a meeting of the Board to adopt the Registration Rights Resolution; and (z) in the event that the audit committee of the Company and the Board adopt the Registration Rights Resolution, a meeting of the shareholders of the Company and to vote in favour of the Registration Rights Resolution.
(d) Nothing in this SECTION 5.1 shall inhibit or otherwise restrict the Company or any of its Subsidiaries from conducting its business during the Interim Period either (A) in the ordinary course of business, including, taking any of the following actions: (i) obtaining financing required for the ongoing business activity of the Company or any of its Subsidiaries, including issuance of bonds; (ii) purchasing, selling or leasing or the granting any other third party rights or security interests in or over the non-material assets of the Company or any of its Subsidiaries; (iii) declaring, setting aside or paying any Distribution with respect to any shares of the Company or any of its Subsidiaries; PROVIDED, that any Distributions of the Company to its shareholders shall be in accordance with the Company's stated dividend policy as of the date hereof; (iv) agreeing to or performing any retention bonus plan or scheme for the benefit of certain members of the management of the Company or any of its Subsidiaries in an amount not in excess of US$12,000,000; (v) submission of bids to acquire MIRS Communications Limited; (vi) granting of share options pursuant to the terms of its existing share option plan or issuing shares pursuant to exercise of options granted or to be granted pursuant to such option plan; and (vii) obtaining and maintaining any licences and permits required for the business activity of the Company or any of its Subsidiaries, or (B) subject to SECTION 5.1(e), in anticipation of and/or in preparation for the consummation of the sale and purchase of the Purchase Shares contemplated by this Agreement, including agreeing to any variation or termination of any of the outstanding arrangements or transactions made between the Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) and the Company or any of its Subsidiaries whether or not set forth in SECTION 3.5 of the Seller Disclosure Schedule and on terms approved by the Board.

(e) In respect of the agreements enumerated in Schedule 5.1(c), the Seller shall use its reasonable commercial endeavours after the date of this Agreement and prior to Closing to assist and facilitate the Company in its discussions and negotiations with the respective counterparties to these agreements ("Counterparties") with a view to securing for the Company after Closing (a) the novation to the Company of the rights and obligations of the Company under the relevant agreements, where such novation is contemplated by the terms of the Related Party Transactions, or (b) where no such novation is contemplated by the agreements, the benefits, rights and obligations (subject to similar limitations and restrictions) on no less favourable terms as those applicable to the Company under the relevant agreements as if were a subsidiary of HTIL (and HTIL remains a subsidiary of Hutchison Whampoa Limited) or as an entity named in the relevant agreements as being entitled to take the benefit of the agreements (the "COMMERCIAL BENEFITS"). The Purchaser acknowledges that the Seller does not exercise Control over any of the Counterparties and the final terms and conditions upon which any Commercial Benefits are conferred on the Company will reflect the arm's length negotiations to be undertaken by the Company's management.

5.2 CAPITALISATION OF THE PURCHASER.

From the date of this Agreement until the Closing Date, the Purchaser shall not issue or promise to issue or undertake any obligation to issue any shares or any other Equity Securities in the Purchaser, if any such action would reasonably be expected to materially delay or impede any of the Parties' ability to consummate the transactions contemplated by this Agreement (including, without limitation, the Purchaser's ability to obtain the MoC Approval and the Antitrust Approval).

5.3 ANNOUNCEMENTS.

(a) Neither Party nor any of its Subsidiaries shall (and each Party shall use all reasonable efforts to procure that none of its Affiliates (other than the Company and its subsidiaries) issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other Party, which approval will not be unreasonably conditioned, withheld or delayed, unless disclosure is otherwise required by applicable law or by the applicable rules of or listing agreement with any stock exchange on which the securities of a Party or its Affiliates are traded securities (including, without limitation, any filings with the Israeli Securities Authority, the Tel Aviv Stock Exchange, the NASDAQ Stock Market, the NYSE, the HKSE, the JSDA and KLFB).
(b) Without derogating from the generality of SECTIONS 5.3(a) above and 5.3(e) below, the Purchaser undertakes to promptly provide the Seller and its Affiliates (including the Company and any of its Subsidiaries) with all information requested by the Seller or any of its Affiliates (including by or in respect of the Company and any of its Subsidiaries) concerning the Purchaser, its Subsidiaries, directors, officers and, direct or indirect, shareholders, including, without limitation, with regard to (a) the ownership interests in the Purchaser, (b) the identity of the ultimate controlling shareholders in the Purchaser and the percentage of their direct or indirect holdings in the Purchaser) and (c) such other matters as may be reasonably necessary or advisable at the reasonable discretion of the Seller or any its Affiliates (including by or in respect of the Company and any of its Subsidiaries) in connection with the HTIL Shareholders Approval or any other statement, filing, notice or application made by or on behalf of the Seller or any of its Affiliates (including by or in respect of the Company and any of its Subsidiaries) to any third party and/or any Governmental Authority (including for the purpose of obtaining the MoC Approval, the Antitrust Approval, the Certificate of Tax Exemption and/or to comply with the rules or regulations of any securities law or listing agreement with any stock exchange applicable to the Seller or any of its Affiliates) in connection with the transactions contemplated by this Agreement.
(c) Without derogating from the generality of SECTIONS 5.3(a) above AND 5.3(e) below, the Seller undertakes to promptly provide the Purchaser and its Affiliates with all information requested by the Purchaser or any of its Affiliates concerning the Seller, its Subsidiaries, directors and officers as may be reasonably necessary or advisable at the reasonable discretion of Purchaser or any its Affiliates in connection with any statement, filing, notice or application made by or on behalf of the Purchaser or any of its Affiliates to any third party and/or any Governmental Authority (including for the purpose of obtaining the MoC Approval, the Antitrust Approval and/or to comply with the rules or regulations of any securities law or listing agreement with any stock exchange applicable to the Purchaser or any of its Affiliates) in connection with the transactions contemplated by this Agreement.
(d) Nothing in SECTIONS 5.3(a) above AND 5.3(e) below shall: (i) prevent the Parties from providing any of their Affiliates (including, the Company and any of its Subsidiaries) or their shareholders, any details or information regarding this Agreement, the transaction contemplated hereby, the identity of the other Party and its, direct and indirect, shareholders to the extent that such details or information are required for the approval of this Agreement and the transaction contemplated herein by any of them; and (ii) prevent the Purchaser from providing any lenders, institutions and other entities which will provide loans/credit to the Purchaser for the purpose of the consummation of the transactions provided in this Agreement (including by means of issuance of bonds and/or prospectus), any details or information regarding this Agreement and the transaction contemplated herein to the extent that such details or information shall be required for the purpose of financing the purchase of the Purchase Shares by the Purchaser.
(d) Nothing in this SECTION 5.3 shall prevent the Seller or any of its Affiliates (including the Company and any of its Subsidiaries), or the Purchaser or any of its Affiliates, from providing the Israeli Antitrust Commissioner, the MoC (or to any other Governmental Authority whose consent shall be required in respect of the consummation of the transactions under this Agreement) any details or information regarding this Agreement, the transaction contemplated hereby, the identity of the Parties and their, direct and indirect, shareholders, the Company, their respective business and operations or any other information, to the extent that such details or information are required for the obtaining of the abovementioned approvals and authorisations.

(e) The Parties acknowledge and agree that the NDAs shall not be terminated as a result or by virtue of Closing.

5.4 INSURANCE ARRANGEMENTS.

The Purchaser acknowledges and agrees that, upon Closing, all insurance coverage provided in relation to the Company and its Subsidiaries pursuant to policies maintained by the Seller or its Affiliates (other than the Company and its Subsidiaries) shall cease and terminate, and no further coverage shall be available to the Company and its Subsidiaries under any such policies. The Purchaser shall use reasonable commercial efforts to procure the Company and its Subsidiaries to engage in insurance policies covering the Company and its Subsidiaries currently or previously maintained by the Seller or its Affiliates (the "NEW INSURANCE POLICIES"), in effect as of the Closing. For the avoidance of doubt, after the Closing, none of the Purchaser or any of its Affiliates (including, the Company and its Subsidiaries) shall be entitled to any recovery whatsoever under any part of any insurance policy maintained by the Seller or any of its Affiliates.

5.5 FURTHER ASSURANCE.

(a) The Purchaser shall file all applications with and provide all information to (x) the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, and (y) the MoC in connection with obtaining the MoC Approval.
(b) The Seller shall use its commercially reasonable efforts to cause the Company to file all applications with and provide all information to (x) the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval and (y) the MoC in connection with obtaining the MoC Approval.
(c) Upon the terms and subject to the conditions set forth in this Agreement, and to applicable laws, the Purchaser agrees to take, or cause to be taken, all actions necessary, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transaction contemplated by this Agreement, including the following: (i) taking all commercially reasonable actions requested by the MoC or the Israeli Antitrust Commissioner, as the case may be, or necessary to resolve any objections that may be asserted by the MoC or the Antitrust Commissioner with respect to the transactions contemplated by this Agreement; (ii) taking all commercially reasonable acts necessary to cause the conditions to Closing as set forth in SECTION 2.5(a) (subject to the immediately subsequent paragraph) and SECTIONS 2.5(c)(i) and 2.5(c)(ii) to be satisfied as promptly as practicable; (iii) providing any available information requested by the Seller, the Company, any of their respective Affiliates, the MoC and/or the Israeli Antitrust Commissioner in connection with the MoC Approval and the Antitrust Approval; and (iv) taking all commercially reasonable efforts to obtain all other necessary waivers, consents and approvals from Governmental Authorities and other third parties and making all necessary registrations and filings and taking all commercially reasonable steps as may be necessary to obtain such approval or waiver from or to avoid an action or proceeding by any such Governmental Authorities or third party.

Without limiting the generality of the foregoing and for the avoidance of doubt, the Purchaser shall accept and perform in a timely manner any commercial reasonable condition or stipulation from the MoC or the Israeli Antitrust Commissioner speculated or otherwise imposed as a condition to the MoC Approval or the Antitrust Approval as the case may be. It is hereby agreed that any condition or stipulation of the MoC or the Israeli Antitrust Commissioner with respect to: (1) divestiture, sale or transfer of the Cellcom Business or any portion thereof prior to Closing or any reasonable time thereafter; or (2) any condition regarding the business behavior of the Purchaser, any of its Affiliates or associated with respect to the operation of the Samsung Business or corporate separation of the Samsung Business to be accomplished prior to Closing or any reasonable time thereafter; shall be all deemed commercial reasonable condition or stipulation and the Purchaser shall take all actions necessary to comply with such condition or stipulation in a timely manner (such conditions or stipulations set forth in clauses (1) and (2), a "REASONABLE CONDITION").

Without limiting the generality of the foregoing, the Purchaser and its Affiliates shall: (A) comply with and be obligated to accept any and all conditions pertaining to the minimal required holdings of the Company's Israeli Shareholders (as such term is defined in the Mobile Telephone Licence and the Special Fixed-Line Regulations), unless such condition was waived by the MoC, (B) comply with and be obliged to accept all terms and conditions which apply to the Seller in the Relationship Agreement, including in order to satisfy the terms and conditions of section 22A of the Mobile Telephone Licence, and execute the Relationship Agreement or any similar agreement and/or an undertaking for the replacement for the Seller thereunder, (C) at the sole cost of the Purchaser and its Affiliates, comply with all reasonable restrictions and conditions, if any, imposed or requested by the MoC and the Antitrust Commissioner imposed on the Seller in connection with granting any necessary approvals for the consummation of the transaction contemplated hereby as further detailed in the two preceding paragraphs of this SUBSECTION 5.5(c), and (D) oppose fully and vigorously any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Authority that could restrain, prevent or delay the Closing, all to the extent such actions are not prohibited under any applicable law.

(d) The Seller shall use its commercially reasonable efforts to assist and to cooperate with the Purchaser and the Company in obtaining the approvals required under SECTIONS 5.5(a) and (b) above and shall use its commercially reasonable efforts to cause the conditions to Closing set forth in SECTIONS 2.5(a) (to the extent that the approvals provided for in that SECTION 2.5(a) are required by law to be obtained by the Seller) AND 2.5(b) to be satisfied as promptly as practicable.
(e) The Seller shall use its commercially reasonable efforts to procure that (i) a circular in relation to the sale of the Purchase Shares by the Seller is despatched to HTIL shareholders, such circular to include a recommendation from the directors of HTIL that shareholders vote in favour of the resolution to approve the sale of the Purchase Shares on terms consistent with the terms hereof (provided only that to do so is not inconsistent with their fiduciary duties under applicable law), and (ii) an extraordinary general meeting of the shareholders of HTIL is convened to seek the approval of its shareholders for the sale of the Purchase Shares. The Seller shall procure that an undertaking by the shareholders of over 50% of HTIL's issued shares to vote in favour of the sale of the Purchase Shares to the Purchaser on and subject to the terms of this Agreement is supplied to the Purchaser no later than (10) Business Days after the date of this Agreement.

(f) Each of the Parties shall promptly notify the other Party of any written communication made to or received by such party or its Affiliates from the MoC or the Israeli Antitrust Commissioner regarding any of the transactions contemplated hereby, and, subject to applicable law, if practicable, permit the other Party to review in advance any proposed written communication to the MoC or the Israeli Antitrust Commissioner and incorporate the other Party's reasonable comments, not agree to participate in any substantive meeting or discussion with or in the MoC or the Israeli Antitrust Commissioner in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by the MoC or the Israeli Antitrust Commissioner, gives the other Party the opportunity to attend, and subject to applicable law, furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and the MoC or the Israeli Antitrust Commissioner or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby.

5.6 FINANCING.

Without prejudice to or in any qualifying the representation and warranty given by the Purchaser under SECTION 4.6, the Purchaser shall promptly notify the Seller of any fact or development which may adversely affect in any material way the ability of the Purchaser to obtain any of the financing in connection with this Agreement and the transactions contemplated herein in timely manner.

6. LIMITATIONS ON LIABILITIES

6.1 SURVIVAL.

All representations and warranties of the Parties contained herein shall survive for a period of twenty four (24) months after the Closing Date, excluding the representations and warranties contained in SECTIONS 3.1, 3.2(a) and (b) and 4.1 which shall survive for seven (7) years from the Closing Date. All covenants, agreements and obligations contained in this Agreement shall survive until performed or complied with in full.

6.2 LIMITATIONS ON LIABILITY OF SELLER.

(a) Notwithstanding any other provisions of this Agreement to the contrary, the Seller shall not have any liability under or in connection with this Agreement or the transactions contemplated hereby for any Losses with respect to any individual claim (as the case may be) unless and until such Losses claimed exceed Three Million United States dollars (US$3,000,000) ("DE MINIMIS AMOUNT"); PROVIDED, HOWEVER, that such limitation shall not apply to any breach by the Seller of the representations and warranties set forth in SECTION 3.2.

(b) Notwithstanding any other provisions of this Agreement to the contrary, the Seller shall not have any liability under or in connection with this Agreement or the transactions contemplated hereby, unless and in each case only to the extent that, the Purchaser shall have incurred or suffered aggregate Losses in excess of Fifteen Million United States dollars (US$15,000,000) (the "THRESHOLD AMOUNT") disregarding any individual claim that does not exceed the De Minimis Amount, and then to the extent the amount of Purchaser's Losses exceeds the Threshold Amount, the Purchaser shall be entitled to recover the Threshold Amount, as well as the amount of Losses in excess of the Threshold Amount.
(c) Notwithstanding any other provision of this Agreement to the contrary, the Seller shall not have any liability under or in connection with this Agreement or the transactions contemplated hereby in excess of the Purchase Price.
(d) Each of the Seller and the Purchaser will only be liable for actual direct Losses, and in no event shall either Party have any liability for special, speculative, punitive, indirect, consequential or multiple-based damages or for lost profits or lost business opportunities, with regard to any claims hereunder.
(e) Each Party shall take all steps to mitigate any Losses it would otherwise suffer upon becoming aware of any event which would reasonably be expected to, or does, give rise to Losses, including incurring costs only to the extent reasonably necessary or appropriate to remedy the breach which gives rise to the Losses.
(f) In calculating amounts of any Losses payable to a Party hereunder, the amount of any Losses shall be determined without duplication of any other Losses for which such Party claim has been made under any other representation, warranty, covenant, or agreement.

6.3 TIME LIMITS.

Any right to seek remedy for any breach of this Agreement shall only apply to Losses with respect to which the Seller or the Purchaser, as the case may be (the "CLAIMING PARTY") shall have notified in writing the Purchaser or the Seller, as the case may be (the "RESPONSIBLE PARTY") within the applicable time period set forth in SECTION 6.1. Further, if any claim is timely asserted under SECTION 6.1, the Claiming Party shall only have the right to bring an action, suit or proceeding with respect to such claim within six months after first giving the Responsible Party notice thereof.

6.4 NET LOSSES AND SUBROGATION.

(a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by any Claiming Party shall be based on actual Losses incurred and shall be calculated after giving effect to: (i) any insurance proceeds received by the Claiming Party from any insurance policy provided or maintained by or on behalf of the Company, any of its Subsidiaries, the Seller, the Purchaser or any of their respective Affiliates with respect to such Losses; (ii) any net Tax benefit realised by the Claiming Party arising from the facts or circumstances giving rise to such Losses; and (iii) any recoveries obtained by the Claiming Party (or any of its Affiliates) from any other third party.
(b) Each Claiming Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries, and to take all reasonable actions to mitigate the amount of any Losses incurred or suffered by such Claiming Party.
(c) If any such proceeds, benefits or recoveries are received by a Claiming Party with respect to any Losses after an Responsible Party has made a payment to the Claiming Party with respect thereto, the Claiming Party shall promptly, but in any event no later than ten (10) Business Days after the receipt, realization or recovery of such proceeds, benefits or recoveries, pay to the Responsible Party the amount of such proceeds, benefits or recoveries (up to the amount of the Responsible Party's payment).
(d) Upon making any payment to a Claiming Party in respect of any Losses, the Responsible Party will, to the extent of such payment, be subrogated to all rights of the Claiming Party against any third party in respect of the Losses to which such payment relates. Such Claiming Party and Responsible Party will execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

7. TERMINATION

7.1 RIGHT OF PARTIES TO TERMINATE.

This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing:

(a) by mutual written consent of the Parties;
(b) by the Seller, if the Seller has knowledge, through SECTION 5.6 or otherwise, of any fact, circumstance or development which would reasonably be expected to have a material adverse effect on the Purchaser's ability to obtain sufficient financing to pay the Purchase Price pursuant to this Agreement in timely manner; PROVIDED, that the Purchaser has not cured any such matter within twenty (20) Business Days following receipt by the Purchaser of written notice of such matter;
(c) by the Seller by written notice to the Purchaser, if the Closing has not occurred on or prior to the close of business on December 16, 2009 (the "INITIAL END DATE"); PROVIDED, HOWEVER, that the Seller may by written notice to the Purchaser served prior to the Initial End Date, request to extend the Initial End Date on one or more occasions through and including February 16, 2010 (the "END DATE"), in that case no Party may terminate this Agreement according to this SECTION 7.1(c) prior to such extended date; and

(d) by the Purchaser by written notice to the Seller, if the Closing has not occurred on or prior to the close of business on the Initial End Date PROVIDED HOWEVER, that the Purchaser may only extend the Initial End Date up to twice, i.e. to 16 January 2010 and 16 February 2010 and on each occasion the extension notice is accompanied by a payment of an Additional Deposit in the amount of US$10 million each in the Seller Deposit Account, in that case no Party may terminate this Agreement according to this SECTION 7.1(c) prior to such extended date. Any Additional Deposit paid pursuant to the foregoing shall be treated in the same way as the Deposit paid pursuant to Clause 2.3, MUTATIS MUTANDIS.

The right of a Party to terminate this Agreement pursuant to this SECTION 7.1 shall not be available to the Party whose failure to fulfil or cause to be fulfilled, in any manner, any obligation under this Agreement has contributed to the failure of the Closing to have occurred by the Initial End Date (or, if the Party extends the Initial End Date pursuant to this SECTION 7.1(c) or 7.1(d), by such Initial End Date or End Date), whether such failure was caused by such Party's intentional failure, by its omission or failure to act or otherwise through any fault of such Party.

7.2 PROCEDURE UPON TERMINATION.

In the event the Purchaser or the Seller, or both, elect to terminate this Agreement pursuant to SECTION 7.1, written notice thereof shall be given to the other Party, and following compliance with SECTION 7.3 below, this Agreement shall terminate without further action of the Parties.

7.3 EFFECT OF TERMINATION.

(a) If either Party validly terminates this Agreement pursuant to SECTION 7.1, following compliance with SECTIONS 7.3(b), 7.3(c), 7.3(d) or 7.3(e) below (as applicable), the Parties shall be released from all liabilities and obligations arising under this Agreement with respect to the matters contemplated by this Agreement and this Agreement shall terminate and become void and have no effect and, subject to compliance with SECTIONS 7.3(b), 7.3(c) OR 7.3(d) below (as and to the extent applicable), the Deposit and all interest accrued thereon shall be returned by the Seller to the Purchaser; PROVIDED, that the obligations of the Parties set forth in SECTION 5.3 (ANNOUNCEMENTS), SECTION 7.2 (PROCEDURE UPON TERMINATION), this SECTION 7.3 (EFFECT OF TERMINATION), SECTION 8.2 (NOTICES), SECTION 8.4 (EXPENSES), SECTION 8.7 (ENTIRE AGREEMENT), and SECTION 8.10 (GOVERNING LAW; JURISDICTION) shall survive any such termination and shall be enforceable hereunder; PROVIDED further, that nothing in this SECTION 7.3(a) shall relieve the Purchaser or the Seller of any liability for fraud or wilful breach of this Agreement.
(b) The Parties agree that if this Agreement is terminated pursuant to:
(i) SECTION 7.1(b), save where such termination by the Seller is as a result of a Material Adverse Effect;
(ii) SECTION 7.1(c) and all the conditions to closing set forth in SECTION 2.5 shall have been satisfied and the Purchaser shall have failed to consummate the transaction contemplated hereby at Closing for any reason in a timely manner, save where such failure is as a result of the occurrence of a Material Adverse Effect; or

(iii) SECTION 7.1(c) and the joint conditions for Closing set forth in SECTION 2.5(a) above or the Seller conditions for Closing set forth in section 2.5(c) above shall have failed to be satisfied due to any acts and/or omissions made by the Purchaser deliberately, wilfully or by negligence, and/or due to non-compliance by the Purchaser of any of the Purchaser's obligations hereunder with respect to the MoC Approval and the Antitrust Approval (including non-compliance with Section 5.5(c)), (for the avoidance of any doubt any failure of the Purchaser to fully comply with any Reasonable Condition, shall be deemed to constitute a fault of the Purchaser and not a fault of the Seller or a breach by the Seller),

then and only then, in view of the difficulty of estimating with exactness the damages to the Seller which will result from any such termination, the Parties agree as liquidated damages, and not as a penalty, that (x) the Seller shall keep and have full title of the full amount of the Deposit and all interest accrued thereon and the Purchaser shall have no title or claim in the Deposit; and (y) the Purchaser shall pay to the Seller, no later than the third (3rd) Business Day following such termination an amount in cash equal to the difference between ten percent (10)% of the Purchase Price and the amount of the Deposit required by the Seller pursuant to clause (x) above, as an exclusive remedy, without however, having the need to prove any actual damages incurred by the Seller, and the Parties hereby acknowledge that such liquidated damages are reasonable to cover such potential damages in respect thereby, and the Purchaser hereby waives any right or claim in respect thereto.

(c) The Parties agree that if this Agreement is terminated pursuant to:
(i) SECTION 7.1(c) and all the conditions to closing set forth in SECTION 2.5 shall have been satisfied and the Seller shall have failed to consummate the transactions contemplated hereby at Closing for any reason); or
(ii) SECTION 7.1(b) and the Seller conditions for Closing set forth in section 2.5(c)(iii) or (iv) above shall have failed to be satisfied due any failure to obtain the HTIL Shareholders Approval or the Pledge Release;

then and only then, in view of the difficulty of estimating with exactness the damages to the Purchaser which will result from any such termination, the Parties agree as liquidated damages, and not as a penalty, that (x) the Seller shall release the Deposit to the Purchaser and the Purchaser shall have full title of the full amount of the Deposit and Seller shall have no title or claim in the Deposit; and (y) the Seller shall pay to the Purchaser, no later than the third (3rd) Business Day following such termination an amount in cash equal to ten percent (10)% of the Purchase Price, as an exclusive remedy, without however, having the need to prove any actual damages incurred by the Purchaser, and the Parties hereby acknowledge that such liquidated damages are reasonable to cover such potential damages in respect thereby, and the Seller hereby waives any right or claim in respect thereto.

(d) The Parties agree that if this Agreement is terminated pursuant to:
(i) SECTION 7.1(c) and the joint conditions for Closing set forth in SECTION 2.5(a) above have failed to be satisfied, for any reason other than due to any fault or breach on the part of any Party;
(ii) SECTION 7.1(d) and all the conditions to Closing set forth in SECTION 2.5 shall have been satisfied and the Purchaser shall have failed to consummate the transaction contemplated hereby at Closing as a result of the occurrence of a Material Adverse Effect; or

then and only then, in view of the difficulty of estimating with exactness the damages to the Seller which will result from any such termination, the Parties agree as liquidated damages, and not as a penalty, that the Seller shall keep and have full title of the full amount of the Deposit, any Additional Deposit and all respective interest accrued thereon and the Purchaser shall have no title or claim in the Deposit or any Additional Deposit, and such retention of the Deposit and any Additional Deposit shall be an exclusive remedy, without however, having the need to prove any actual damages incurred by the Seller, and the Parties hereby acknowledge that such liquidated damages are reasonable to cover such potential damages in respect thereby, and the Purchaser hereby waives any right or claim in respect thereto.

(e) If any Party fails to pay any amount payable by it under this Agreement (including under this SECTION 7.3) when such amount is due, such Party shall pay interest on all amounts outstanding hereunder at the rate of three percent (3%) per annum over LIBOR from time to time, calculated by reference to the actual number of days elapsed for the period from the date such amount was due up to and including the date of actual payment (after as well as before judgment) and on the basis of a 360-day year in full to the other Party.

7.4 SPECIFIC PERFORMANCE.

It is hereby clarified, that, subject to SECTIONS 7.3(b), (c), AND (d) above, nothing in this SECTION 7 shall be deemed in any way as preventing the Parties from seeking specific performance of this Agreement.

8. MISCELLANEOUS

8.1 PARTIES IN INTEREST; ASSIGNMENT.
(a) This Agreement is binding upon and is solely for the benefit of the Parties and their respective successors, legal representatives and permitted assigns. No Party may assign this Agreement or any portion thereof without the written consent of the other Party. Any attempted assignment not in compliance with the terms of this Agreement is null and void.

(b) Notwithstanding SECTION 8.1(a) above but without prejudice to the restrictions contained therein, the Purchaser may: (i) subject to any necessary approvals of any Governmental Authority (including the MoC), pledge all or any part of its rights under this Agreement to any bank and/or other financial institutions which shall provide full or partial funding for the Purchaser in respect of the purchase of the Purchase Shares under this Agreement; and (ii) have the right to enter into any Contract with respect to the sale of any Purchase Shares; PROVIDED that (x) the Purchaser shall remain the holder of no less than 36% of the Company's issued shares immediately following the consummation of any such sale, (y) the consummation of such sale may not occur prior to Closing; and (z) any such Contract (including the entering into of such Contract) would not reasonably be expected to materially delay or impede the Purchaser's ability to consummate the transactions contemplated by this Agreement in a timely manner.

8.2 NOTICES.

All notices or other communications hereunder shall be in writing and shall be given in person, by registered mail (registered international air mail if mailed internationally), by an overnight courier service which obtains a receipt to evidence delivery, or by facsimile transmission (provided that written confirmation of receipt is provided) with a copy by mail, addressed as set forth below:

If to the Seller: Advent Investments Pte Ltd

1 Coleman Street #08-07 The Adelphi

Singapore

Facsimile: +65 6448 1512 Attn.: The Board of Directors

With a copy to (which shall c/o 22/F, Hutchison House

not constitute notice): 10 Harcourt Road,

Hong Kong

Facsimile: +852 2128 1778 Attn.: The Company Secretary

With a copy to (which shall Herzog, Fox & Neeman

not constitute notice): Asia House, 4 Weizmann Street, Tel Aviv 64239, Israel

Facsimile: +972 3 696 6464 Attn: Alan Sacks, Adv. & Ehud Sol, Adv.

If to the Purchaser: Scailex Corporation Ltd.

48 Ben Zion Galis St, Segula Industrial Park, Petach Tikva, Israel 49277 Facsimile: +972 3 930 0424

Attn.: CEO

not constitute notice): Greenberg & Co.

With a copy to (which shall Gross, Kleinhendler, Hodak, Halevi,

One Azrieli Center Tel-Aviv 67021, Israel Facsimile: + 972 3 691 4177 Attn.: Rona Bergman Naveh, Adv. or such other address as any Party may designate to the other in accordance with the aforesaid procedure. All communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by facsimile transmission shall be deemed given on the Business Day following transmission with confirmed answer back, and all notices and other communications sent by registered mail (or air mail if the posting is international) shall be deemed given five (5) Business Days after posting.

8.3 SUCCESSORS AND ASSIGNS.

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

8.4 EXPENSES.

(a) Save as otherwise provided in this Agreement, each Party shall be responsible for its own expenses in connection with this Agreement and the negotiation, execution and consummation of the transactions contemplated herein.
(b) Any stamp or other documentary or transaction duties shall be borne by the Parties in equal parts. Each Party shall bear all other taxes arising as a result or payable in respect of this Agreement or its implementation all to the extent such taxes apply on each Party under applicable law.
(c) The Seller shall pay or procure that it is paid to the Purchaser (or as it may direct) upon request by the Purchaser on the first and second anniversary of the Closing and against production of supporting evidence for such payment by the Company, an aggregate amount equal to 25.655% of the compensation, if any, which the Company pays to members of the management pursuant to and in accordance with retention bonus plan or scheme which has been approved by the Seller prior to the date hereof.

8.5 DELAYS OR OMISSIONS; WAIVER.

The rights of a Party may be waived by such Party only in writing and, specifically, the conduct of any one of the Parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or an amendment hereto. A waiver by a Party in respect of a breach by the other Party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

8.6 AMENDMENT.

This Agreement may be amended or modified only by a written document signed by all the Parties.

8.7 ENTIRE AGREEMENT.

This Agreement (together with the recitals, schedules, appendices, annexes and exhibits hereto) and the Seller NDA contain the entire understanding of the Parties with respect to its subject matter and all prior negotiations, discussions, agreements, commitments and understandings between them with respect thereto not expressly contained herein shall be null and void in their entirety, effective immediately with no further action required.

8.8 SEVERABILITY.

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof.

Where provisions of any applicable law resulting in such illegality, invalidity or unenforceability may be waived, they are hereby waived by each Party to the full extent permitted so that this Agreement shall be deemed valid and binding agreements, in each case enforceable in accordance with its terms.

8.9 COUNTERPARTS; FACSIMILE SIGNATURES.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A signed Agreement received by a Party via facsimile will be deemed an original, and binding upon the party who signed it.

8.10 GOVERNING LAW; JURISDICTION.

The Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to the principles thereof relating to conflict of laws. The Parties hereby consent and submit to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa, Israel, which shall have jurisdiction to hear all disputes arising in connection with this Agreement and no other courts shall have any jurisdiction whatsoever in respect of such disputes.

8.11 NO THIRD-PARTY BENEFICIARIES.

Nothing in this Agreement shall create or confer upon any Person, other than the Parties or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE OF SHARE PURCHASE AGREEMENT]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on the date herein above set forth.

ADVENT INVESTMENTS PTE LTD

BY:

Signature: (sgd) (initialled) ------------------------------------

Name: Robin Sng Canning Fok Title: Director

SCAILEX CORPORATION LTD.

BY:

Signature: (sgd) (sgd)

Name: Ilan Ben Dov Yahel Shachar Title: Chairman Chief Executive Officer

EXHIBIT A

FORM OF RESIGNATION

RESIGNATION LETTER

The undersigned, [NAME OF THE SELLER APPOINTED DIRECTOR] (hereinafter, the "SELLER DIRECTOR"), acting in his capacity as a director of [THE COMPANY]/ [APPLICABLE SUBSIDIARY], hereby agrees to the following:

The Seller Director hereby tenders his resignation as a director of [THE COMPANY] / [APPLICABLE SUBSIDIARY] and as a director, officer, trustee, agent, or fiduciary of any other corporation, partnership, joint venture, employee benefit plan, trust, entity, or enterprise of any kind whatsoever that is an Affiliate of the Company or any of its Subsidiaries.

All capitalised terms used but not otherwise defined herein shall have the
respective meanings set forth in the Share Purchase Agreement, dated as of
, 2009, by and between Advent Investments Pte Ltd. and [PURCHASER].

Date:, 2009


[NAME OF DIRECTOR]

SCHEDULE 2.2

DEBT INSTRUMENT

Borrower:	Scailex Corporation Ltd. ("Scailex")
Purpose:	Finance acquisition of Partner Shares
Amount:	US$300mm
Currency:	US$
Ranking:	Pari Passu with banks (subject to their agreement)
Security:	Stage 1 - Lien on 8,571,429 Partner Shares and 2nd Lien on8,571,429 Partner shares
	Stage 2 - Lien on 12,857,144 Partner Shares and 2ndLien on 4,285,714 Partner shares
	Stage 3 until maturity: Lien on 17,142,858 Partner Shares
Maturity:	4.5 years
Coupon:	Stage 1: 4% per annum, payable semi annually
	Stage 2: 3% per annum, payable semi annually
	Stage 3: 2% per annum until maturity, payable semi annually
Call Protection:	Non Call Life
Covenants:	Mandatory Prepayment to include, but not limited to, thefollowing:
	oChange of ControloAsset / Entire Company sale
Listing:	Ability to list Note on an agreed exchange on agreed terms
Voting rights:	None
Governing Law:	Israeli
Other Terms:	Right of first refusal

SCHEDULE 2.4(a)(ii)

NON-RESIGNING DIRECTORS

DIRECTORS OF PARTNER COMMUNICATIONS COMPANY LTD.

1. Moshe Vidman
1. Erez Gissin
1. Uzia Galil
1. Amikam Shorer
1. Dr Michael J Anghel

DIRECTORS OF PARTNER FUTURE COMMUNICATIONS 2000 LTD.

1. David Avner
1. Erez Gissin

DIRECTOR OF PARTNER NET LIMITED

Sole director: Partner Communications Company Ltd.

SCHEDULE 3 SELLER DISCLOSURE SCHEDULE [Intentionally left blank]

SCHEDULE 3.2(a) COMPANY'S CAPITALISATION TABLE

Authorised share capital of the Company: 235,000,000

Number of issued and outstanding ordinary shares of the Company (excluding all treasury shares of the Company consisting of 4,467,990 ordinary shares): 153,848,431

The following is a list of all shareholders of the Company holding 5% or more of the outstanding share capital of the Company:

		PERCENTAGE OF THE OUTSTANDING AND
	NUMBER OF ORDINARY	ISSUED ORDINARY SHARES OF THE
NAME OF SHAREHOLDER	SHARES OF THE COMPANY	COMPANY (ON FULLY DILUTED BASIS)


SELLER	78,940,104	Approximately 49.41%

OTHERS

TOTAL 100%

The Seller is not aware of shareholders holding 5% or more of the issued and outstanding share capital of the Company. The Israeli founding shareholders hold together approximately 5.23% of the issued and outstanding ordinary shares of the Company (excluding treasury shares).

* FULLY DILUTED BASIS IS CALCULATED BASED ON THE ASSUMPTION THAT ALL OPTIONS ISSUED TO THE DATE HEREOF ARE FULLY EXERCISED.

As of 11 August 2009 there are 5,920,900 options in issue and not yet exercised. Therefore the percentage is based on the assumption that all options issued to 11 August 2009 are fully exercised, and accordingly the number of issued and outstanding ordinary shares is 159,769,331 (153,848,431 + 5,920,900)

SCHEDULE 4.2

ANY ISSUE OF PURCHASER'S SHARES OR OTHER EQUITY SECURITIES Scailex Employees Option Plans adopted in 2003 and 2009

SCHEDULE 5.1(e) RELATED PARTY AGREEMENTS WHICH SHALL INTACT

PARTIES TO THE AGREEMENT/ARRANGEMENT DESCRIPTION

1. Hutchison Whampoa 3G IP S.arl. and	Licence and Support and Maintenance
BEA Systems Limited	Agreement dated 19 April 2002

2. H3G Procurement Services Sarl and	Framework Supply Agreement for supply
Nokia Corporation	of 3G handsets dated 23 November 2004
3. H3G Procurement Services Sarl andSony Ericsson Mobile CommunicationsAB	Framework Supply Agreement for supplyof 3G handsets dated 9 May 2005

4. Hutchison Whampoa 3G IP Sarl and	Licence Agreement dated 4 February
Vidiator (Netherlands) B.V.	2003

5. Hutchison Whampoa 3G IP Sarl and	Maintenance Agreement dated 4 February
Vidiator Technology (US) Inc.	2003

6. Hutchison Whampoa 3G IP Sarl and	Framework Services Agreement dated 4
Vidiator Technology (US) Inc.	February 2003

7. Hutchison International Limited and	Addendum No.1 to Oracle Licence and
Services Oracle Systems Hong Kong	Agreement with effective date of 1
Limited.	April 2006

Filename: exhibit_3.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 3

ADVENT INVESTMENTS PTE LTD

September 9, 2009

By Facsimile: +972 3 930 9424 Scailex Corporation Ltd. 48 Ben Zion Galis St, Segula Industrial Park, PETACH TIKVA, ISRAEL 49277 Attn.: CEO

Dear Sir,

Re: PARTNER COMMUNICATIONS COMPANY LTD. (THE "COMPANY")

Reference is hereby made to that certain Share Purchase Agreement, dated August 12, 2009 (the "SPA"), by and between Scailex Corporation Ltd. ("SCAILEX") and Advent Investments Pte Ltd ("ADVENT"). Terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the SPA.

This letter confirms:

1. The Parties' agreement and understanding that in accordance with Section 8.6 of the SPA, and, unless otherwise expressly specified below, with effect from the date hereof, the SPA is amended as follows:
(a) The second sentence of Section 2.4(c) is hereby deleted in its entirety and replaced with the following:

"Subject to the Purchaser providing the Seller with the details of the Purchaser Directors, the Seller shall use commercially reasonable efforts to: (x) propose that on, or not earlier than five (5) Business Days prior to, the Closing Date, the Board adopts a resolution that the Purchaser Directors shall be appointed to serve on the Board immediately after the Closing; and (y) call a meeting of the shareholders of the Company ("EGM") for the adoption of a resolution to appoint the Purchaser Directors to serve on the Board after the Closing, upon receiving a written request of the Purchaser to be given on or after 23 October 2009 (or if the EGM which is expected to be held on or about 22 October, 2009 is adjourned for any reason, the date of such adjourned meeting) in the event Article 23.4 of the Articles of Association of the Company has not been amended by replacing the percentage "75%" therein with "a simple majority" (or a similar expression) by such date. In the event that the EGM is held prior to the Closing Date, then the Seller shall vote its shares in the Company in favour of such resolution. The obligations of the Seller hereunder shall not survive Closing."

(b) The figure "US$12,000,000" in Section 5.1(d)(iv) is replaced with "US$6,500,000"; and
(c) Section 8.4(c) of the SPA is deleted in its entirety ab initio.
1. Your acknowledgement and acceptance that the Company intends to amend, and seek its shareholders' approval for amending, its Articles of Association as follows:
(a) The word "approve" in the first sentence of Article 15.1.1 shall be replaced with the word "discuss".
(b) The following new Article 15.1.3 shall be added after Article 15.1.2:
"15.1.3 The Annual Meeting may discuss, and decide upon, any matter on the agenda of such meeting."
(c) Article 15.2 shall be deleted in its entirety and replaced with the following:
"General Meetings of the Shareholders of the Company which are not convened in accordance with the provisions of Article 15.1 above, shall be referred to as "Extraordinary Meetings". An Extraordinary Meeting shall discuss, and decide upon, any matter (other than those referred to in Article 15.1.1 or 15.1.2), for which the Extraordinary Meeting was convened."
(d) Article 23.3.4 shall be deleted in its entirety and replaced with the following:
"An elected external Director (DAHATZ) shall commence his term from the close of the General Meeting at which he is elected, unless a later date is stated in the resolution with respect to his appointment, and shall serve for the period stated in accordance with the provisions of the Companies Law, notwithstanding Article 23.3 above, unless his office becomes vacant earlier in accordance with the provisions of the Companies Law. A General Meeting may re-elect an external Director {DAHATZ) for additional term(s) as permitted by the Companies Law."
(e) The percentage "75%" in Article 23.4 of the Articles of Association shall be replaced with the phrase "a simple majority".

We further note your consent and approval that the Company may amend its Articles of Associations as set forth in this letter, notwithstanding anything to the contrary contained in the SPA (including, without limitation, Section 5.1 of the SPA).

Please signify your acknowledgement and agreement to the above by signing the enclosed copy of this letter and returning it to us.

Yours faithfully,

For and on behalf of ADVENT INVESTMENTS PTE LTD -s- SIGNATURE ---------------------------

Acknowledged and Agreed:

For and on behalf of SCAILEX CORPORATION LTD.

-s- Yahal Shachar

Title: Yahal Shachar, CEO

Date: 9.9.09

cc: 1. Gross, Kleinhendler, Hodak, Halevi, Greenberg & Co. One Azrieli Center, Tel-Aviv 67021, Israel Facsimile: + 972 3 691 4177 Attn.: Rona Bergman Naveh, Adv.

Advent Investments Pte Ltd c/o 22/F, Hutchison House, 10 Harcourt Road, Hong Kong Facsimile: +852 2128 1778 Attn.: The Company Secretary
Herzog, Fox & Neeman Asia House, 4 Weizmann Street, Tel Aviv 64239, Israel Facsimile: +972 3 696 6464 Attn: Alan Sacks, Adv. & Ehud Sol, Adv.

Filename: exhibit_4.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 4

TRANSLATION FROM THE HEBREW

Date: 28.10.09

To: BANK LEUMI LE ISRAEL LTD.

In accordance with the general terms for the management of a current loan account (CLA), at the Bank, signed by us on October 21, 2009, and to which this document, including all of its appendixes, constitutes an appendix (hereinafter: the "MANAGEMENT TERMS"), and in respect of credit facilities to be provided to us thereunder for the financing of the acquisition of part of the Purchased Shares (as defined below), all as set forth below in this Agreement, we hereby agree and undertake that the credit facilities will also be subject to all the terms provided in this Agreement below, which will constitute an integral part of the Management Terms.

1. DEFINITIONS

In this Agreement, the terms set forth below shall have the meaning set out opposite them:

"MEANS OF CONTROL", - Including inflections, within the "SECURITIES" meaning of such terms in the

Securities Law, 5728 - 1968.

"CREDIT FACILITIES" OR - All credit facilities to be provided "CREDIT" to the Borrower by the Bank for the purpose of financing the acquisition of part of the Purchased Shares in a sum of up to NIS 480 M (principal) and any credit facility to be provided by the Bank for the purpose of the settlement of such Credit Facilities, in whole or in part, if provided, and all in accordance with the provisions of clause 4 of this Agreement (in this definition: the "RELEVANT CREDIT FACILITIES"), all including linkage differentials, rate differentials, interest, arrears interest, commissions, bank charges, various expenses including realization expenses, lawyers' fee, insurance costs and other payments due and/or to be due by the Borrower to the Bank in connection with the Relevant Credit Facilities, whether the due date thereof has fallen due, whether their due date falls in the future, whether they are due or to be due pursuant to any contingent liability whatsoever or any other liability whatsoever, irrespective of whether or not such amounts, in whole or in part, have been consolidated in a judgment of a

"REVOKING EVENT" - As defined in clause 6.1.3 below.

"STOCK EXCHANGE" - Tel Aviv Stock Exchange Ltd.

court or a tribunal.

"SECURITY INTERESTS" - The liens and guarantees defined in clause 6 of this Agreement as well as other liens and guarantees as shall be provided in accordance with the

provisions of this Agreement. THE "BANK" - Bank Leumi Le Israel Ltd.

"BANK MIZRAHI" - Mizrahi Tefahot Bank Ltd.

"STAKEHOLDER" - Including inflections thereof, within the meaning of this term in the

Companies Law.

The "PROVISIONS OF THE - Any provision of any law or statute, LAW", the "LAW" either in Israel or any place outside of Israel, as well as directives of the Bank of Israel, the Commissioner of Restrictive Trade Practices, the Ministry of Communications, the Securities Authority and any other competent authority, including understandings between the Bank and the Bank of Israel or between the Bank and any other competent authority and further including new legal provisions which shall take effect after the execution of this Agreement.

"PERMITS AND - All terms, permits and approvals APPROVALS" required in accordance with any law and pursuant to and under the provisions of the law, for the Borrower's entering into the Credit Agreement and the fulfillment of everything stated therein, including the provision of the credit and the encumbrance in favor of the Bank of the Security Interests and all Permits and Approvals required for the realization of the Security Interests, including by way of appointment of a receiver on behalf of the Bank pursuant to a decision of a competent court for the sale of the Pledged Shares, the shares pledged in favor of Bank Mizrahi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, to a third party which will obtain, to this end, all Permits and Approvals as required under any law.

THE "CREDIT - This Agreement, and the "Applications AGREEMENT" for a Loan" to be executed by the Borrower in connection with the Credit Facility and the Management Terms.

"SHAREHOLDERS' - A founders' agreement, an agreement AGREEMENTS" dated October 28, 2009 between Partner and the shareholders therein in connection with the rights of listing Partner's shares for trading and additional agreements among shareholders in Partner which are attached as part of Appendix 2.18.

"FOUNDERS AGREEMENT" - An agreement dated April 20, 2005, among Partner's founding shareholders to which the Borrower shall join by the closing date, IN LIEU OF the Seller, and a copy of which, as well as a copy of the aforesaid joining documents, is attached as part of Appendix 2.18 hereto, as shall be amended from time to time.

"BANK MIZRAHI'S - The financing agreement dated October FINANCING AGREEMENT" 28, 2009, which was signed by the Borrower and Bank Mizrahi, in connection with credit for the financing of the acquisition of part of the Purchased Shares in a sum of up to NIS 320 M (principal), credit for the financing of current activity in a sum of up to NIS 200 M (principal) and credit for the financing of foreign trade activity (documentary credit, suppliers, guarantees, etc.), in the sum of up to NIS 200 M (principal), including its appendixes.

"SALE AGREEMENT" - An agreement dated August 12, 2009 between the Seller and the Borrower for the acquisition of the Purchased Shares, a copy of which is attached as APPENDIX A hereto, as amended from time to time. "NOMINEE COMPANY" - The Nominee Company of Bank Leumi Le-Israel Ltd. (Hevra Le-Rishumim of Bank Leumi Le-Israel Ltd.) "COMPANIES LAW" - The Companies Law, 5759 - 1999 including any amendments thereto from time to time. "BORROWER'S ACCOUNT AT - Account no. 73523/21 at branch 800 at THE BANK" the Bank, in the Borrower's name. "BORROWER'S ACCOUNT - Account no. 274007 in branch 461 at AT BANK MIZRAHI" Bank Mizrahi, in the Borrower's name. "CLOSING DAY" OR - The day of the provision of the credit "CLOSING DATE" in accordance with the terms of this Agreement, and, in any event, not later than February 16, 2010. "BUSINESS DAY" - As defined in the Management Terms. "THIS AGREEMENT" - This Agreement, including all its appendixes. THE "BORROWER" - Scailex Corporation Ltd., Public Co. Reg. No. 52-003180-8, a company duly incorporated in Israel. "INDEX" - The Consumer Price Index published by the Central Bureau of Statistics, or any other index IN LIEU THEREOF. THE "SELLER" - Advent Investments Pte Ltd., a corporation duly incorporated in Singapore. "NOTEHOLDERS" - Holders of Series A to D Notes which were issued by the Borrower. "MERGER OR SPIN-OFF" - Any of the acts set forth below in respect of the Borrower and Partner - (1) Merger and/or spin-off within the meaning of Part E(2) of the Income Tax Ordinance (New Version) or merger within the meaning thereof in the

Companies Law or in any other legal provision, or in any legal provision IN LIEU THEREOF; and/or

(2) Transfer of assets in consideration of shares and/or rights in the Borrower or in Partner; and/or
(3) Settlement and/or arrangement in accordance with sections 350 and 351 of the Companies Law or any other legal provision IN LIEU THEREOF or any corresponding or similar provision in accordance with another law; and/or
(4) Voluntary liquidation;

OF A SUBSTANTIAL ASSET" below:

"SALE OR ACQUISITION Each of the activities set forth
(a) A sale and/or any act resulting in a sale of the Pledged Shares, the shares pledged in favor of Bank Mizrahi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and/or any act resulting in a reduction in the number of the Pledged Shares, the shares pledged in favor of Bank Mizrahi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 or a decrease in the rate thereof on the date of this Agreement (with full dilution, without taking account of treasury shares), out of Partner's issued share capital, and/or out of the total means of control in Partner, including due to the sale of treasury shares in Partner and other than due to the issue of shares in Partner under market terms or the sale of treasury shares in Partner at an aggregate rate of up to 5% of Partner's issued and paid up capital on the date of the execution of the Credit Agreement and so long as no Event of Default has occurred;
(b) A purchase and/or any act resulting in a purchase of any asset/s and/or activity performed by the Borrower for an aggregate amount exceeding NIS 70 M per calendar year;
(c) Transactions in securities including swap transactions, lending transactions, futures transactions, hedge transactions and other similar transactions on the part of the Borrower, whereof the credit exposures, as calculated by the relevant bank, exceed an aggregate amount of NIS 100 M, at any time, apart from transactions for protection of exchange rate in connection with the transaction forming the subject of the sale agreement;
(d) Exceptional transaction or transactions entered into by the Borrower for an aggregate amount per calendar year exceeding NIS 10 M;
(e) A transaction of the Borrower with a stakeholder in the Borrower or in which such stakeholder has a personal interest;
(f) An adverse effect on the rights of the Pledged Shares, the shares pledged in favor of Bank Mizrahi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6;
(g) An issue of shares in Partner and/or any other change in its share capital (including an increase in registered capital) and/or in the rights attached to the shares in Partner, apart from: (1) Issue of shares in Partner under market terms at an aggregate rate of up to 5% of Partner's issued and paid up capital on the date of the execution of the Credit Agreement and so long as no Event of Default has occurred and (2) An increase in registered capital for the purpose of compliance with a regulatory requirement applicable to Partner;
(h) An exceptional transaction entered into by Partner, apart from a transaction or transactions in the field of communications and save for any transaction or transactions that are not in the field of communications in an aggregate amount per calendar year of up to USD 50 M;
(i) A transaction of Partner with a stakeholder in the Borrower or in which such stakeholder has a personal interest;

For the purpose of this definition:

"Purchase and/or act" - including a series of purchases and/or acts which in fact constitute one acquisition or act;

"SALE AND/OR ACT" - including encumbrance or allocation or issue or vesting any right or other benefit whatsoever in any asset, and including a series of sales and/or acts which in effect constitute one sale;

"SHARES" - Including securities, rights and options convertible into shares.

THE "FREE SHARES" - All the shares in Partner which are in the Borrower's possession from time to time and which are not encumbered, which on the Closing Day amount to 17,225,739 Ordinary Shares of NIS 0.01 par value each in Partner, constituting approx. 10.78% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares).

THE "PLEDGED SHARES" - 7,161,507 Ordinary Shares of NIS 0.01 par value each in Partner, constituting approx. 4.48% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares), as well as other shares to be issued in respect thereof and which will be pledged in favor of the Bank.

THE "SHARES PLEDGED IN - All the shares in Partner which are FAVOR OF THE NOTEHOLDERS" owned by the Borrower and which are pledged from time to time in favor of Series A, B, C, and D Noteholders, which were issued by the Borrower, which on the Closing Day amount to 22,934,238 Ordinary Shares of NIS 0.01 par value each in Partner, constituting approx. 14.35% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares).

THE "SHARES PLEDGED IN - All the shares in Partner which are FAVOR OF THE SELLER" owned by the Borrower and which are pledged from time to time in favor of the Seller, and which on the Closing Day amount to 17,142,858 Ordinary Shares of NIS 0.01 par value each in Partner, constituting approx. 10.73% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares).

THE "SHARES PLEDGED IN - 4,774,338 Ordinary Shares of NIS 0.01 FAVOR OF BANK MIZRAHI" par value each in Partner, constituting approx. 2.99% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares), other shares to be issued in respect of the Shares Pledged in favor of Bank Mizrahi and other shares to be pledged in favor of Bank Mizrahi in accordance with the Bank Mizrahi's Financing Agreement.

THE "PURCHASED SHARES" - 78,940,104 Ordinary Shares of NIS 0.01 par value each in Partner, constituting approx. 49.41% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares).

THE "MARKED SHARES" - As such term is defined in clause 3.12 below.

THE "NOTES DOCUMENTS" - The documents formalizing the terms of Series 1 and Series A to D Notes which were issued by the Borrower and which are attached as Appendix 2.10, including their appendixes.

THE "SELLER'S FINANCE - The documents formalizing the terms of DOCUMENTS" the finance provided to the Borrower by the Seller for the purchase of part of the Purchased Shares and which are attached as Appendix 2.11, including their appendixes.

"EVENT OF DEFAULT" - Any event giving rise to a ground according to which the Bank may declare the credit immediately due and payable in accordance with the Credit Agreement. To remove any doubts, it is clarified that the period for rectification, if determined with respect to such Event of Default in clause 9 of this Agreement, shall not postpone the date or the occurrence of the Event of Default, unless the Bank has given a waiver or an extension in writing with respect to such Event of Default.

"TRUSTEE FOR THE NOTES" - Clal Finance Trusts 2007 Ltd.

"THE SELLER'S SECURITY - Chadfield Limited, a company TRUSTEE" incorporated in the British Virgin Islands, which is wholly owned by the Seller.

"TRUSTEE FOR THE SELLER" - Hermetic Trust (1975) Ltd., a company

duly incorporated in Israel.

"FREE AND CLEAR" - Free and clear of any encumbrance

and/or pledge and/or attachment and/or lien and/or debt and/or claim and/or any other right of any nature or type

whatsoever of any third party.

"EXCEPTIONAL TRANSACTION" - Within the meaning of this term in the

Companies Law;

"PARTNER" - Partner Communications Ltd., Public

Co. Reg. No. 520044314, a company duly

incorporated in Israel.

"DYNAMIC'S ACTIVITY" - Any distribution activity and any

related activity of the Borrower or its related parties with Cellcom Israel Ltd. or its related parties, including the assets and liabilities purchased by the Borrower or its related parties in accordance with the

agreement dated August 21, 2008.

"SUNY'S ACTIVITY" - Any distribution activity and any

related activity of the Borrower or its related parties of Samsung cellular equipment, including the assets and liabilities purchased by the Borrower or its related parties in accordance with the agreement dated

August 21, 2008.

"PRIME" - As defined in the Management Terms.

"CONTROL", "HOLDING", - Including inflections, within the

"PURCHASE", meaning of these terms in the "DISTRIBUTION, Companies Law, unless another express

"DIVIDEND", meaning is attributed to them in any "TRANSACTION", specific clause in this Agreement. "RELATIVE", "TREASURY Concerning "distribution" and SHARES", "OFFICER" "dividend" - including distributions

within the framework of and by way of

reduction of capital.

"RECTIFICATION PERIOD" - As this term is defined in clause 10.1

of this Agreement.

2. GENERAL REPRESENTATIONS

The Borrower hereby declares and undertakes to the Bank as follows:

2.1. It is an active public company duly incorporated, registered and existing in Israel.
2.2. The Borrower has the legal powers, authorizations and rights to enter into the Credit Agreement and to implement all its provisions and terms.
2.3. The Borrower has obtained all approvals, authorizations and consents required under its documents of incorporation, in connection with the execution of the Credit Agreement, as well as for the purpose of the implementation of the Borrower's obligations thereunder, including the creation of the Security Interests, and it is not required to obtain any other consents and/or approvals whatsoever.
2.4. All the Borrower's obligations pursuant to and/or within the framework of and/or in connection with the Credit Agreement are legal, effective, valid, binding and enforceable on the Borrower in accordance with the terms thereof.
2.5. The Sale Agreement, the Credit Agreement and the Security Interests Documents and the fulfillment of the Borrower's obligations under each of them, do not conflict with any obligations whatsoever of either the Borrower or Partner VIS-A-VIS third parties (and, in respect of Partner, apart from any conflict not tantamount to a material adverse effect on Partner's position) and/or confer on any person or any entity whatsoever any right and/or ground for demanding the declaration as immediately due and payable of the debts and obligations of either the Borrower or Partner.
2.6. There neither is nor shall there be any impediment and/or limitation by law and/or pursuant to the provisions of any agreement whatsoever to which the Borrower is a party and/or the Borrower's documents of incorporation and/or any other impediment or limitation to the grant of the Security Interests under this Agreement and including the encumbrance of the Pledged Shares, the shares pledged in favor of Bank Mizrahi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 in favor of the Bank by means of a first fixed charge and there shall be no limitation on holding them nor shall there be any limitation on the realization thereof, either by the Borrower or by the Bank, as the case may be, and in respect of the realization thereof, subject to the approval of the Minister of Communications, to the extent required pursuant to the provisions of Partner's licenses and licenses of corporations under its control. It is hereby agreed that this clause will not apply to a breach of the future obligations included in this clause due to any act or omission on the part of the Bank.
2.7. All permits and approvals have been obtained, as are required for the pledging of the Pledged Shares, the shares pledged in favor of Bank Mizrahi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, in favor of the Bank and for the grant of the Security Interests as provided in this Agreement. Such permits and approvals include no stipulations, prohibitions or restrictions hindering the possibility of encumbering the Pledged Shares, the shares pledged in favor of Bank Mizrahi, the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, in favor of the Bank and the other Security Interests pursuant to the terms in this Agreement and in the appendixes hereto and/or the enforceability thereof, including by way of the appointment of a receiver on behalf of the Bank pursuant to a decision of a competent court for the sale thereof to a third party which obtains permits, approvals and authorizations as required under any law, and in respect of their enforceability subject to the approval of the Minister of Communications, to the extent required, pursuant to the provisions of Partner's licenses and the licenses of corporations under its control and/or the possibility of distribution of dividends in respect of Partner's shares and/or the creation of all other Security Interests under this Agreement.
2.8. There is no legal proceeding, claim, arbitration, litigation or administrative proceeding pending against the Borrower, and, to the best of its knowledge, there is no such proceeding threatened against it which is likely to have a material adverse effect on its ability to fulfill its obligations under the Credit Agreement.
2.9. The Borrower's documents of incorporation which are attached hereto as APPENDIX 2.9, are the up-to-date and binding documents of incorporation of the Borrower and no change has occurred therein.
2.10. The Notes Documents which are attached hereto as APPENDIX 2.10, are the up-to-date and binding documents and no change has occurred therein.
2.11. The Seller's Finance Documents which are attached hereto as APPENDIX 2.11, are the up-to-date and binding documents and no change has occurred therein.
2.12. The audited or reviewed financial statements of the Borrower, as the case may be, as at December 31, 2008 and as at June 30, 2009, consisting, INTER ALIA, of a balance sheet, statement of operations and statement of cash flows, which are attached to this Agreement as APPENDIX 2.12, have been prepared in accordance with generally accepted accounting principles and present fairly, the Borrower's financial position, its assets, debts and liabilities for the period covered thereby. Since such date no material adverse change has occurred in the Borrower's business position.
2.13. No owner's loans were provided to the Borrower and no capital notes were issued by the Borrower to its shareholders (hereinafter: the "OWNERS' LOANS TO SCAILEX"). Without derogating from the provisions of this Agreement, to the extent that the Owners' Loans to Scailex are provided, they will be subordinate to the Credit, they will not be settled, in whole or in part, prior to the settlement of the Credit in full, and also not by way of offset.
2.14. The Sale Agreement was duly signed by the Borrower and to the best of its knowledge, also by the Seller, and it is valid in all respects and is binding on the Borrower, and, to the best of its knowledge, also on the Seller, in accordance with its terms. Further, all consents, powers, and approvals have been obtained as required under any law and pursuant to the documents of incorporation of the Borrower and to the best of the Borrower's knowledge, also in accordance with the Seller's documents of incorporation in connection with the execution of the Sale Agreement and the fulfillment of all the obligations of the parties thereto. Apart from the Sale Agreement and the Seller's Finance Documents, there are no other agreements or understandings between the parties to the Sale Agreement, pertaining, directly or indirectly, to the issues formalized in the Sale Agreement and in the Seller's Finance Document. The Borrower will not agree to any amendment and/or revision and/or cancellation of any of the provisions of the Sale Agreement, amounting to a waiver of and/or prejudice to any of its rights under the Sale Agreement and/or will not waive any breach against it, all unless it has obtained the Bank's approval. The Borrower undertakes to comply with all its undertakings pursuant to the Sale Agreement and it is unaware of any right and/or claim and/or demand whatsoever in respect of the rescission of the Sale Agreement.
2.15. The Borrower's obligations in accordance with and pursuant to the provisions of the Sale Agreement are not in contravention of the Borrower's obligations in accordance with and pursuant to the provisions of the Credit Agreement in such manner as may prevent and/or adversely affect the fulfillment of the Borrower's obligations VIS-A-VIS the Bank in accordance with the Credit Agreement, in full and in a timely fashion, including, without limitation, preventing and/or adversely affecting the settlement of the Credit Facilities, in full and in a timely fashion.
2.16. Partner is a public company which was duly incorporated and registered in Israel and it is active and existing.
2.17. Partner's registered, issued and paid up capital is as follows: Registered - NIS 158,600,346; issued and paid up - 154,132,356 Ordinary Shares of NIS 0.01 par value each. The Purchased Shares will be owned by the Borrower on the Closing Day.
2.18. Apart from Partner's documents of incorporation and shareholders agreements attached as APPENDIX 2.18, the Sale Agreement as well as a general license granted to Partner Communication Ltd. for the provision of cellular phone radio services employing the cellular method and additional licenses to Partner and corporations under its control, no other document or agreement whatsoever exists on the date of the execution of this Agreement, determining and/or formalizing the rights attached to Partner's shares and/or which are related, directly or indirectly, to their holding or which confer additional rights or limit such rights. Furthermore, after the execution of this Agreement, no revision whatsoever will be introduced to the documents of incorporation and/or the shareholders agreements which adversely affects or hinders the rights attached and/or related to the Pledged Shares and/or which is liable to have a material adverse effect on the Bank's rights in accordance with the Credit Agreement, other than with the Bank's prior written approval.
2.19. To the best knowledge of the Borrower, there is no legal proceeding, claim, arbitration, litigation or administrative proceeding pending against Partner which is likely to have a material adverse effect on the Borrower's ability to fulfill its obligations under the Credit Agreement, and it is not aware of any such proceeding being threatened against Partner which is liable to have a material adverse effect on the Borrower's ability to fulfill its obligations under the Credit Agreement.
2.20. To the best knowledge of the Borrower, the audited or reviewed financial statements of Partner, as the case may be, as at December 31, 2008 and as at June 30, 2009, consisting, INTER ALIA, of a balance sheet, statement of operations and statement of cash flows, which are attached to this Agreement as APPENDIX 2.20, were prepared in accordance with generally accepted accounting principles and present fairly, Partner's financial position, its assets, debts and liabilities for the period covered thereby. Since such date no material adverse change has occurred in Partner's business position.
2.21. All the information provided by the Borrower to the Bank in writing in respect of the Borrower is accurate and all the information provided by the Borrower to the Bank in writing in respect of Partner is accurate to the best knowledge of the Borrower. Further, the Borrower has no information which was not provided to the Bank, and which, had it been brought to its knowledge, would have reasonably resulted in the Bank's reluctance to enter into this Agreement and to provide the Credit in accordance with the terms of this Agreement.
2.22. The Borrower is not aware of the occurrence of any event and/or circumstances constituting or which are most probably likely to constitute in the future or after the giving of a notice or a warning, an event allowing the Bank to declare immediately due and payable any Credit whatsoever in accordance with the terms of the Credit Agreement.
2.23. As of the date of the execution of this Agreement, all the conditions and all the representations provided herein which refer to the date preceding its execution, have been satisfied, and, in the event of terms scheduled to be fulfilled subsequently pursuant to this Agreement and prior to the provision of the Credit, then the Borrower will act to obtain them and it is aware that the receipt and the implementation thereof in full and in a timely fashion, will constitute a condition precedent for the provision of the Credit in accordance with this Agreement.

3. UNDERTAKINGS

The Borrower hereby declares and undertakes to the Bank that up to the date of the full and final settlement of the Credit and so long as the Borrower does not receive the Bank's prior written approval to act otherwise, the following provisions will apply:

3.1. The Pledged Shares, the shares pledged in favor of Bank Mizrahi, the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, in favor of the Bank, the Borrower's rights to receive dividends in respect of the shares in Partner which are in its possession from time to time, as well as the other assets and rights to be encumbered in favor of the Bank in accordance with this Agreement, are free and clear, and will retain such status, apart from liens in accordance with this Agreement and the following liens:
3.1.1. A second fixed charge in favor of Bank Mizrahi on the Pledged Shares, provided it is in the format attached as APPENDIX 3.1.1.
3.1.2. A first fixed charge in favor of Bank Mizrahi on the Pledged Shares, in favor of Bank Mizrahi;
3.1.3. A first fixed charge in favor of Bank Mizrahi on 40% of the rights to receive dividend in respect of the Free Shares;
3.1.4. A first fixed charge in favor of the Seller on the rights to receive dividend in respect of the shares pledged in favor of the Seller.
3.1.5. A first fixed charge in favor of the Noteholders, to receive dividend in respect of the shares pledged in favor of the Noteholders.
3.2. The Borrower will not provide in the future any new loans and/or guarantees of any nature or type whatsoever to any person or any other entity whatsoever, apart from guarantees in the ordinary course of business, the aggregate balance of which at all times will not exceed NIS 20 M.
3.3. The Borrower undertakes not to obtain any credit or loans of any nature or type whatsoever from any person or any other entity whatsoever, including by means of extending an existing series of Notes or issue of Notes pursuant to an existing shelf prospectus and not to encumber by means of any lien whatsoever or at any level whatsoever (other than liens in favor of the Bank in accordance with the provisions of the Credit Agreement), nor sell, assign, transfer or grant any right of any nature whatsoever in its assets, shares or rights in corporations owned by it directly and/or to be owned by it directly from time to time (or any part thereof) (including Partner's Free Shares) to any third party whatsoever, including any lien, sale or grant of any right in the Borrower's assets which are encumbered in favor of third parties, including by way of a negative lien, on the date of this Agreement (if any) after the release thereof from the lien and/or the negative lien incumbent thereon, in any manner whatsoever or for any purpose whatsoever and will not undertake to implement such transactions, all other than:
3.3.1. Raising credit which will serve in effect on account of settlement of the Credit and the Credit under the Bank Mizrahi's Financing Agreement which served for the purpose of financing the acquisition of part of the Purchased Shares at a ratio of 60% to the Bank and 40% to Bank Mizrahi.
3.3.2. Raising of unsecured credit which will be subordinate to the Credit and will not be settled (principal or interest), including not by prepayment or immediate payment prior to the settlement of the Credit, provided that the provider of the Credit has signed an appropriate subordination letter addressed to the Bank, in a format to the Bank's satisfaction.
3.3.3. Sales expressly permitted in accordance with the provisions of the Credit Agreement.
3.3.4. Encumbrance of additional Partner shares in favor of the Noteholders as provided in clauses 10.2 to 10.3 of the Certificates of the Series A, B, C and D Notes which were issued by the Borrower, in connection with the reduction of capital in Partner.
3.3.5. Encumbrance of other Partner shares in favor of the Seller as provided in section 4k of the Terms and Conditions of the Notes dated October 28, 2009 which were performed within the framework of the partial financing provided by the Seller for the acquisition of the Purchased Shares, in connection with the reduction of capital in Partner.
3.3.6. Credit Facilities to be provided by Bank Mizrahi to the Borrower pursuant to the Bank Mizrahi's Financing Agreement and encumbrance of assets in favor of Bank Mizrahi pursuant to Bank Mizrahi's Financing Agreement.
3.3.7. Encumbrance of bank accounts in favor of the Trustee for the Notes and the Noteholders and the Trustee for the Seller and the Buyer, where the dividends in respect of the shares pledged in favor of the Notes and in respect of the shares pledged in favor of the Seller will be deposited, upon the declaration as immediately due and payable of the Credit Facilities provided by such parties, respectively.
3.4. The rate of the Free Shares in the Borrower's possession will not fall below 9.78% (with full dilution, not taking account of treasury shares), of the issued and paid up share capital of Partner. Notwithstanding the foregoing, the Borrower will be entitled to sell shares of the Free Shares even if after such sale the rate of the Free Shares in the Borrower's possession falls below the rate as aforesaid, provided that with respect to each sale of any of the Free Shares, all the following conditions have been fulfilled in full:
3.4.1. 60% of the sale proceeds of the shares sold out of the Free Shares will be transferred to the Borrower's account at the Bank and will serve for settlement on account of the Credit in accordance with the provisions set forth in clause 4.4 below;
3.4.2. The selling price of the shares as aforesaid will not fall below the price of their purchase as agreed under the Sale Agreement or the share market value as defined in clause 3.6 on the same date, whichever is lower, provided that the selling price does not fall below 90% of the market value;
3.4.3. The Borrower will do its best to first sell the Marked Shares; and
3.4.4. The sale will not cause a breach of the provisions of clause 3.23 concerning the minimum holding of the Borrower in Partner.

To remove any doubts, it shall be clarified that the conditions set forth in clause 3.4 above, will also apply in the event of a sale of Free Shares, in consequence of which their rate has not fallen below 9.78% (with full dilution, not taking account of treasury shares), as aforesaid.

3.5 The Borrower undertakes that if it sells Suny's Activity and/or Dynamics' Activity, the total excess sale proceeds after the settlement in full of the Credit Facilities provided to the Borrower by Bank Mizrahi pursuant to the Bank Mizrahi's Financing Agreement, will be transferred to the Borrower's account at the Bank and will serve for settlement (including prepayment) on account of the Credit in accordance with the provisions set forth in clause 4.4 below.

3.6

3.6.1 The Borrower undertakes that: In the event that the ratio between the market value of the Pledged Shares and the unsettled balance of the Credit falls below 0.9 (even where the ratio increases subsequently), or where the Borrower has pledged additional shares in Partner in favor of Bank Mizrahi in accordance with clause 3.6 of the Bank Mizrahi's Financing Agreement and subject to the provisions of this Agreement, whichever is earlier, the Borrower will give immediate notice thereof to the Bank, will promptly pledge in favor of the Bank, by means of a first fixed charge, additional Partner shares out of the Free Shares, but not more than 60% of the Free Shares (unless Bank Mizrahi's approval for a greater portion is obtained), being free and clear (hereinafter, in this sub-clause: The "ADDITIONAL PLEDGED SHARES (S/L)"). The number of the Additional Pledged Shares (S/L) will be equal to the product attained from dividing (a) The aggregate market value of the shares pledged in favor of the Bank on that date and the Additional Pledged Shares (S/L), by: (b) The unsettled balance of the Credit on that date, so that the outcome equals 1.1. The encumbrance of the Additional Pledged Shares (S/L) will be performed in a format similar to the pledge documents in respect of the Pledged Shares, together with an opinion and other related documents, including a blank share transfer deed, signed by the Borrower, as set forth in clause 6 below, all to the satisfaction of the Bank.

In this sub-clause the term "MARKET VALUE" means the average of closing prices of Partner's shares during the last 10 trading days on the Stock Exchange that preceded the relevant date of examination of the relevant quantity of shares, as the case may be.

Encumbrance of additional shares pursuant to this sub-clause, will first be performed out of the Free Shares that are not the Marked Shares.

3.6.2 The Borrower undertakes that should it encumber additional Partner shares in favor of Bank Mizrahi as set forth in clause 3.3.6, the Borrower will give notice thereof in writing to the Bank and will pledge such shares in favor of the Bank to secure the Credit by means of a second fixed charge, being free and clear apart, from any such pledge to Bank Mizrahi. The encumbrance of the shares will be performed in accordance with pledge documents in a format similar to the second fixed charge documents in respect of the shares pledged in favor of Bank Mizrahi, together with an opinion and other related documents, as set forth in clause 7 below, all to the satisfaction of the Bank. In the event of the occurrence of a Revoking Event, the said pledge will become a first fixed charge, and the Borrower will attend to transferring to the Bank, from Bank Mizrahi, share certificates and blank share transfer deeds, in connection with the pledge of the said shares, if any are deposited with Bank Mizrahi.
3.7 The Borrower undertakes that all payments and dividends in respect of the Pledged Shares, the shares pledged in favor of Bank Mizrahi, the shares to be pledged in accordance with the Credit Agreement, including pursuant to clause 3.6, the Free Shares, the shares pledged in favor of the Noteholders (so long as no Event of Default has occurred pursuant to the Notes Documents and in respect of the relevant Note series wherein the Event of Default occurred) and the shares pledged in favor of the Seller, will be transferred in accordance with the provisions of clause 6.2 (so long as the Event of Default pursuant to the Seller's Finance Documents has not occurred). The Borrower further undertakes to update, where necessary, the irrevocable instructions attached as appendixes to clause 6.2 so that they apply at any time with respect to additional shares to be pledged in accordance with the Credit Agreement, including pursuant to clause 3.6 in favor of the Bank and additional shares which will be incorporated after the Closing Date and will be deemed as part of the shares pledged in favor of Bank Mizrahi, the Free Shares, the shares pledged in favor of the Noteholders and the shares pledged in favor of the Seller. Furthermore, the Borrower undertakes to amend the relevant pledge documents which are attached hereto as Appendix 6, respectively.
3.8 On the occurrence of a Revoking Event, the Borrower undertakes to act as follows:
3.8.1 To encumber in favor of the Bank, by a first fixed charge, and by means of a first assignment by way of encumbrance, unlimited in amount, as security for the Credit, 40% of all the Borrower's rights VIS-A-VIS Partner to receive dividend in respect of the Free Shares, being clear and free, in addition to the encumbrance as set forth in clause 6.1.40 below.

The aforesaid encumbrance of the rights will be performed in accordance with encumbrance documents in a format similar to the encumbrance documents set forth in clause 6.1.4 below, together with an opinion and other related documents, as set forth in clause 6 below, all to the satisfaction of the Bank.

3.8.2 100% of all dividends and payments made and/or granted for all the Borrower's shares in Partner will be transferred directly to the Borrower's account at the Bank while dividends and payments in respect of the shares pledged in favor of the Noteholders will be paid so long as no Event of Default has occurred in accordance with the Notes Documents (and with respect to the relevant Note Series in which the Event of Default occurred) while dividends and installments in respect of the shares pledged in favor of the Seller will be paid so long as no Event of Default has occurred pursuant to the Seller's Finance Documents
3.9 The Borrower undertakes that no revision and/or amendment and/or cancellation will take place of any of the provisions of the Bank Mizrahi's Financing Agreement and the documents prepared by virtue thereof, the Notes Documents and the Seller's Finance Documents, to the extent that they are likely to have a material adverse effect on the Bank's rights, either directly or indirectly, and will further report to the Bank of any revision introduced to the said documents, immediately upon the introduction thereof.
3.10 The Borrower undertakes not to agree that any other person should limit its capability or discretion as to the amendment of the Credit Agreement, apart from: (1) Restrictions existing under the Credit Agreement; (2) limitation in favor of the Seller made within the framework of the Seller's Finance Documents provided that such limitation will restrict the Borrower's discretion as to whether such revision shall have a material adverse effect on the Seller's rights, either directly or indirectly; and (3) A restriction in favor of Bank Mizrahi made within the framework of the Bank Mizrahi's Financing Agreement, provided that such restriction shall limit the Borrower's discretion as to whether such revisions shall have a material adverse effect on Bank Mizrahi's rights, either directly or indirectly.
3.11 The Borrower undertakes to conduct, at the Bank's demand from time to time (but not more than once every calendar year), a valuation of Partner, which shall be conducted by an independent appraiser whose identity will be designated by the Bank. The cost of the valuation will be paid by the Borrower.
3.12 The Pledged Shares, the shares pledged in favor of Bank Mizrahi, the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, in favor of the Bank and the Free Shares, will at all times be listed for trading on the Stock Exchange. Furthermore, these shares, apart from the Free Shares which constitute 6.65% of Partner's issued and paid up capital (with full dilution, without taking account of treasury shares, hereinafter: the "MARKED SHARES") will not constitute a part of the minimum holdings of "founder shareholders or their alternates" or part of the minimum holdings of "Israeli entities", as prescribed in section 22A of the General License to Partner Communication Ltd. for the provision of cellular phone radio services employing the cellular method or any other section coming IN LIEU THEREOF.
3.13 The Borrower undertakes not to perform on its own initiative, early redemption and/or prepayment of Notes issued by it and of any other credit taken by it (apart from settlements in accordance with clause 4.1.4 of the Bank Mizrahi's Financing Agreement) and/or not to perform self acquisitions of Notes issued by it and/or of any other credit taken by it.
3.14 The Borrower undertakes that it will not pay, either directly or indirectly, in any manner or form whatsoever, to the Stakeholders in the Borrower, and/or to a company controlled by the Stakeholders in the Borrower, or controlled by any of them and/or to relatives of the Stakeholders in the Borrower, or to any of them and/or to anyone acting on their behalf, any amount whatsoever, including dividends, distribution, repayment of owners' loans, remuneration, expenses, management fee, consultation fee, participation fee and/or commissions, or any amount payable and/or to be payable to them on any other ground, either in money or in money equivalent, apart from, so long as no Event of Default has occurred, a distribution of dividend in an aggregate amount of up to NIS 50 M per calendar year and in the event that the unsettled balance of the Credit has decreased by at least 60% compared with the Credit amount on the Closing Date, up to NIS 100 M per calendar year as well as payments of remuneration, expenses and management fee in accordance with the terms of the agreements existing on the date of the Credit Agreement, all up to the settlement of the Credit Facilities in full, finally and absolutely.
3.15 The Borrower will neither undertake nor agree to the undertaking of any measure which shall adversely affect the Borrower's rights in the Pledged Shares, in the shares pledged in favor of Bank Mizrahi and in the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and/or adversely effect the Bank's rights as a pledgee of the Pledged Shares, the shares pledged in favor of Bank Mizrahi and the shares to be pledged in accordance with the Credit Agreement, including pursuant to clause 3.6 and the Bank's rights in accordance with this Agreement.
3.16 The Borrower hereby undertakes that no cancellation and/or revision whatsoever will take place in the provisions prescribed in its documents of incorporation which are attached hereto as Appendix 2.9 liable to have a material adverse effect on the Bank's rights in accordance with the Credit Agreement, other than with the Bank's prior written approval.
3.17 The Borrower will grant no exemption, insurance, indemnity undertaking or indemnification pursuant to an indemnify authorization, to the officers in the Borrower, apart from the purchase of officeholders' liability insurance and apart from granting indemnity to officers, all in accordance with the agreements existing on the date of the Credit Agreement.
3.18 The Borrower undertakes to comply with the terms and the requirements prescribed in the Permits and the Approvals granted and to be granted to it in connection with the Credit Agreement and the Sale Agreement, to uphold at all times all the requirements and terms applicable to it which are prescribed in the licenses granted to Partner and to corporations under its control and to exercise its controlling power in Partner so that Partner and the corporations under its control will at all times fulfill all the requirements and the terms with respect to Partner and its corporations, as the case may be.
3.19 The Borrower undertakes to meet the financial covenants as provided in clause 9.9 of this Agreement.
3.20 The Borrower undertakes to exercise its power as the controlling shareholder in Partner, so that Partner shall not pay, either directly or indirectly, in any manner or form whatsoever, to the Stakeholders in the Borrower, and/or to a company controlled by the Stakeholders in the Borrower, or controlled by any of them and/or to relatives of the Stakeholders in the Borrower, or to any of them and/or to anyone acting on their behalf, any amount whatsoever, and will not allow them to withdraw repayment of owners' loans, remuneration, expenses, management fee, consultation fee, participation fee and/or commissions, or any amount payable and/or to be payable to them on any other ground, either in money or in money equivalent, apart from, so long as no Event of Default has occurred, payments to directors and officers as is customary in public companies of a similar scale, all up to the settlement of the Credit Facilities in full, in a final and absolute manner
3.21 None of the shares in Partner which shall be in the Borrower's possession from time to time, will be a treasury share, and they will confer on their holders all the rights arising therefrom.
3.22 Up to the date of the full and final settlement of the Credit and so long as the Bank's prior written approval for acting otherwise is not obtained, no merger or spin-off or sale or purchase of a substantial asset will be carried out, as per the definition of these terms in clause 1 above.
3.23 Without limitation to the provisions of this Agreement, up to the date of the full and final settlement of the Credit and so long as the Bank's prior written approval for acting otherwise is not obtained, the Borrower will have a direct holding over some 37% (with full dilution, not taking account of treasury shares) of the issued and paid up share capital and of all the means of control in Partner and will control it while Mr. Ilan Ben Dov will control the Borrower, directly or indirectly.
3.24 The Borrower undertakes not to initiate resolutions at the general meeting at Partner on one of the issues set forth in clause 9.14 below and that if any of the said issues is brought before the general meeting at Partner, the Borrower will vote against the resolution on this issue. The Borrower agrees in advance that the Bank will be entitled to apply to the competent instance so as to receive any relief, including a mandatory injunction in order to enforce this undertaking on the part of the Borrower and the Borrower undertakes not to object to any such relief.
3.25 Without limitation to the provisions of the Credit Agreement, the Borrower undertakes not to create any debt of its own vis-a-vis Partner which is offsettable or subject to a lien vis-a-vis or in respect of its rights by virtue of shares in Partner, as shall be in its possession from time to time.
3.26 The Borrower undertakes to act, as of the Closing Date, as a controlling shareholder in Partner, so that an approval from the Minister of Communications is obtained promptly for the registration of the Pledged Shares and additional shares to be pledged in favor of the Bank in accordance with the Credit Agreement, including pursuant to clause 3.6, in the name of Bank Leumi Le Israel Trust Co. Ltd. or in the name of any other trustee, at the Bank's option, and so as to enter into all arrangements customary at the Bank in connection with the holding of shares in trust as aforesaid. The Borrower undertakes to sign, immediately upon obtaining the approval, if granted, all documents required to this end, including any amendment to pledge agreements, amendment to irrevocable instructions and a trust agreement. In any event, if and to the extent that other Pledged Shares in Partner are registered in the name of a trustee in favor of the Seller and/or the Noteholders or deposited in a securities deposit in the name of a trustee as aforesaid, then the registration of the Pledged Shares and the additional shares in the name of Bank Leumi Le Israel Trust Co. Ltd. or in the name of any other trustee, as aforesaid, will take place not later than such date.
3.27 All the terms and undertakings set forth in the Credit Agreement as well as the Security Interests set forth therein, will be in full force and effect so long as not all the amounts payable and to be payable to the Bank pursuant to the Credit Agreement have been settled, all subject to the contents of the other provisions of this Agreement.
1. THE CREDIT AND THE TERMS THEREOF

The Credit will be subject to the following terms:

4.1 On the Closing Day, the total amount of the Credit will be provided as an NIS loan (unlinked) for a period of one month to three months, at the Borrower's option, bearing Prime interest.
4.2 At the end of the term of this loan and at the end of the term of each subsequent loan, the Borrower will be entitled to take from the Bank from time to time, NIS loans (unlinked) for a period of one month to three months, at the Borrower's option, bearing Prime interest. Each loan will serve for settlement of the balance of the principal of the preceding loan less amounts settled on such date. The last loan provided as aforesaid will be for a period ending on May 31, 2011, and on such date the total unsettled balance of the Credit principal will be settled.
4.3 Furthermore, the following provisions will apply to the said loans:
4.3.1 As a condition for the provision of the loans, the Borrower will advise the bank in writing, 7 business days in advance, prior to the provision of each loan, of the term of the loan selected by it.
4.3.2 As a condition for the provision of the loans, the Borrower will sign applications and loan documents as are customary at the Bank, and will declare that no Event of Default has occurred.
4.4 All dividends payable by virtue of the Pledged Shares, the shares pledged in favor of Bank Mizrahi (in the event of the occurrence of an Event of Default), the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and the irrevocable instructions as set forth in clause 6.2, will serve in full, on any date on which they are received (hereinafter: the "DATE OF RECEIPT"), according to the following sequence:
4.4.1 Settlement of interest and other payments that have fallen due up to (inclusive) the Date of Receipt, or up to (inclusive) 45 days after such date, in accordance with the provisions of the Credit Agreement. The amount to serve for settlement of interest and other payments up to (inclusive) 45 days after the Date of Receipt will be deposited in the Borrower's account in the Bank being clear and free, in a deposit encumbered by means of a first fixed charge, in favor of the Bank, as security for the Borrower's obligations under the Credit Agreement, up to the next due date, at which time the funds deposited in such deposit (including the accruals thereon), will serve for settlement on account of such repayment. The aforesaid deposit of the rights will be performed in accordance with encumbrance documents in a format similar to the encumbrance documents in connection with the Borrower's account at the Bank, together with other related documents, as set forth in clause 6 below, all to the satisfaction of the Bank. The said deposit will be subject to the terms customary at the Bank in respect of financial deposits of the same type and in the same currency, with similar amounts and for similar periods;
4.4.2 Settlement of 60% (and after the occurrence of a Revoking Event, 100%) of the interest installments that have fallen due up to (inclusive) the Date of Receipt, to the Seller or up to (inclusive) 45 days after the Date of Receipt in accordance with the Seller's Finance Documents and to the Holders of Series 1 and Series A to D Notes issued by the Borrower, in accordance with the Notes Documents, so long as no Event of Default has occurred;
4.4.3 The deposit of any amount in the Borrower's account at the Bank, being free and clear, in a deposit encumbered by means of a first fixed charge, in favor of the Bank, as security for the Borrower's obligations to the Bank under the Credit Agreement, so that at all times the amount in such deposit shall not fall below the total amount of NIS 30 M. The aforesaid deposit of the rights will be performed in accordance with encumbrance documents in a format similar to the encumbrance documents in connection with the Borrower's account at the Bank, together with other related documents, as set forth in clause 6 below, all to the satisfaction of the Bank. The said deposit will be subject to the terms customary at the Bank in respect of financial deposits of the same type and in the same currency, with similar amounts and for similar periods.
4.4.4 The balance will serve for settlement (including prepayment) on account of the loans provided to the Borrower as aforesaid.

The Bank's total share in the sale proceeds of the Free Shares as stated in clause 3.4 and the balance from the sale of Suny's Activity and/or Dynamic's Activity as provided in clause 3.5 will fully serve on any date on any date on which they are received for settlement (including prepayment) on account of the loans provided to the Borrower as aforesaid.

4.5 Furthermore, the Borrower will pay interest on any date of termination of the relevant loan term (one month to three months), as well as on the date of the last payment on account of the Credit principal, in respect of the balance of the unsettled Credit principal, on any interest payment date, for the relevant loan term.
4.6 It is hereby agreed that in the event that any due date does not fall on a business day, such date will be postponed to the immediately subsequent business day.
4.7 The Credit will bear interest at the following rate:
4.7.1 Any loan to be provided as aforesaid will bear interest at an annual rate equal to Prime interest plus a margin at a rate equal to 1.8%, or plus any other annual rate as set forth in the table below:

THE INCREMENT IN THE ANNUAL RATE TO THE

EFFECTIVE DATE	IF ON THE EFFECTIVEDATE THE UNSETTLEDBALANCE OF THECREDIT PRINCIPAL INNIS M IS AS FOLLOWS:	THE INCREMENT IN IN THEANNUAL RATE TO THE PRIME WILLBE AS SET FORTH BELOW AS OFTHE EFFECTIVE DATE(INCLUSIVE) UP TO THESUBSEQUENT EFFECTIVE DATE(EXCLUSIVE) OR UP TO THE DATESTATED IN THE TABLE:	PRIME IS 1.8% OR REVERTING TO 1.8%, IFON THE EFFECTIVE DATE THE UNSETTLEDBALANCE OF THE CREDIT PRINCIPAL IN NISM, FALLS BELOW THE AMOUNT SET FORTHBELOW AS OF THE EFFECTIVE DATE UP TO(INCLUSIVE) THE SUBSEQUENT EFFECTIVEDATE (EXCLUSIVE) OR UP TO THE DATE SETFORTH IN THE TABLE:

31.3.2010	From 380(inclusive) to430 (exclusive)Exceeding 430	4.5%5%	380
30.9.2010	(inclusive)From 280(inclusive) to330 (exclusive)	4%	280
	Exceeding 330(inclusive)	5%
1.1.2011	From 140(inclusive) to190 (exclusive)Exceeding 190	3.5% (up to 31.3.2011)5% (up to 31.3.2011)	140 (the increment in the annual rateto Prime is, or reverts to 1.8%, asthe case may be, up to 31.3.2011).
	(inclusive)

Furthermore, if on March 31, 2011, the unsettled balance of the Credit principal falls below NIS 90 M, the increment in annual rate to Prime will be 1.6% and where it exceeds NIS 90 M (inclusive), the increment in the annual rate to Prime will be 1.8%, all up to the date of the settlement in full of the Credit.

4.7.2 Notwithstanding that stated in clause 4.7.1, if and to the extent that the Credit or any part thereof is classified as Credit under special supervision or as credit which does not generate income or as a doubtful debt or as a debt that was reorganized or as a debt that it was resolved to reorganize or as a debt temporarily in arrears or any other problematic debt (as such terms are defined in the provisions of the law) (each of these events, hereinafter: "SPECIAL CLASSIFICATION"), then, the Bank will be entitled, at its exclusive discretion, to collect additional interest at a rate exceeding 1% (one percent) up to 3% (three percent) as the case may be, and in accordance with the Bank's exclusive discretion, over the interest rate prescribed in clause 4.7.1 of this Agreement.

4.8 On the occurrence of an Event of Default, the following provisions shall apply:
4.8.1 In the course of the Rectification Period, if any, the Bank will be entitled, at its sole discretion, to collect additional interest at a rate exceeding by 1.5% (one and a half percent) the interest rate prescribed in clause 4.7.1. of this Agreement ("RISK INTEREST").
4.8.2 As of the date on which the Bank became entitled to declare the Credit immediately due and payable and so long as the breach has not been rectified (provided it has been rectified prior to declaring the Credit immediately due and payable), including in the event that a waiver is given by the Bank in respect of the Event of Default, the Bank will be entitled, at its exclusive discretion, to collect arrears interest at a rate exceeding by 3% (three percent) the interest rate in respect of the Credit prescribed in clause 4.7.1 of this Agreement (hereinafter: the "ARREARS INTEREST"), irrespective of whether or not the Bank has declared the Credit immediately due and payable.
4.8.3 The foregoing in clause 4.8.1 above will not apply to an Event of Default in accordance with the provisions of clause 9.1 of this Agreement, in respect of which the provisions of clause 4.8.2 above will apply as of the date on which the Event of Default occurred, in connection with the amount in arrears, including the total amount which was declared due and payable in accordance with the provisions of the Credit Agreement, if declared.
4.8.4 To remove any doubts, in the event that the Credit is declared immediately due and payable in accordance with the provisions of the Credit Agreement, arrears interest will be paid to the Bank up to the date of the full and final settlement of the unsettled balance of the Credit. The Bank will give notice to the Borrower, in writing, of the increase in the interest pursuant to this clause 4.8, immediately after the date of the increase in the interest as aforesaid.
4.9 If after the provision of the Credit to the Borrower, the Bank incurs any additional cost or damage in connection therewith, which did not exist on the date of the provision thereof, due to: (a) Various restrictions arising from the provisions of the law applicable and/or to be applicable to all commercial banks in Israel in respect of customers and credits of the same type and scale, or (b) in consequence of the breach of reporting duties on the part of the Borrower or breach of any other duties incumbent on the Borrower and where due to the breach thereof an additional cost is levied in accordance with the provisions of the law, the Borrower will pay to the Bank additional amounts to the extent required for such additional cost or damage. The Borrower will be entitled to prepay Credits due to which it was charged additional costs as aforesaid in this clause.
4.10 To remove any doubts, Credit that is settled will not be re-provided.

5. PREPAYMENT

5.1 The Borrower will be entitled to prepay, in whole or in part, at any time, the unsettled balance of the Credit, by giving a prior written notice of seven business days (without payment of a prepayment charge);
5.2 A notice of prepayment will be deemed to be irrevocable in respect of the total amount stated therein.
5.3 To remove any doubts, no amount of the Credit provided as set forth in clause 4 above which is settled by means of prepayment will be re-provided.

6. SECURITY INTERESTS

The pledges, securities and liabilities set forth in clause 6 will serve as security for the full and exact settlement of the Credit (hereinafter: the "PLEDGES AND SECURITIES"). The Pledges and Securities will be created, by or on the Closing Day, as set forth in this Agreement, and, at any rate, as a condition for the provision of the Credit pursuant to this Agreement, and the Borrower hereby undertakes to furnish any approval and/or consent, including an attorney's opinion, addressing, INTER ALIA, the validity of this Agreement and the obligations hereunder, as well as to the validity of the Pledges and Securities and their enforceability, and all through documents in the formats attached hereto as APPENDIX 6. All the foregoing will take place under such conditions as are required by the Bank, in order to secure, to the Bank's satisfaction, the ownership of the Borrower in the Pledged Shares, and their validity and level of priority as set forth in the provisions of the Credit Agreement of the Pledges and Securities, being duly registered as well as their enforceability in accordance with the provisions of the Credit Agreement. The Pledges and the Securities will be issued in respect of the assets and rights set forth in this clause 6, being free and clear, unless otherwise expressly stated in this Agreement.

The Borrower undertakes to do everything required so as to register the Pledges and Securities in the respective registers, including the Registrar of Companies, within two business days from the Closing Day.

THE PLEDGES AND SECURITIES ARE AS FOLLOWS:

6.1 As security for the full and exact settlement of the Credit, the following securities will be provided:
6.1.1 First pledge and assignment by way of a lien, unlimited in amount, in respect of all the Borrower's present or future rights in the Borrower's account at the Bank, including the funds, the deposits, the securities and the rights that will be in the account and all accruals on credit balances in the account as they shall be from time to time, if there are any such accruals.

The Borrower hereby gives irrevocable instructions to the Bank to charge the Borrower's account at the Bank with any amount as may be required for fulfillment of all its obligations under the Credit Agreement, in a timely fashion, for the purpose of the settlement of the Credit.

6.1.2 A first fixed charge, and first assignment by way of encumbrance, unlimited in amount, of the Pledged Shares, their accruals, their proceeds and all the rights vested and to be vested in respect and/or by virtue thereof, including the rights, the options, the funds and the assets owing or to be issued IN LIEU OF the Pledged Shares or in respect or by virtue thereof, including bonus shares, preference rights, rights to securities of any nature whatsoever in any corporation incorporated or otherwise, as well as all dividends in money or in kind, to be granted and/or made payable in respect thereof, all the Borrower's present or future rights, arising from such shares as the law and/or Partner's documents of incorporation and/or any other agreement whatsoever confer on their holder.

6.1.3 A second fixed charge, and second assignment by way of encumbrance, unlimited in amount, of the shares pledged in favor of Bank Mizrahi, their accruals, their proceeds and all the rights vested and to be vested in respect and/or by virtue thereof, including the rights, the options, the funds and the assets owing or to be issued IN LIEU OF the shares pledged in favor of Bank Mizrahi or in respect or by virtue thereof, including bonus shares, preference rights, rights to securities of any nature whatsoever in any corporation incorporated or otherwise, as well as all dividends in money or in kind, to be granted and/or made payable in respect thereof.

The Bank will not be entitled to realize the said encumbrance, so long as Bank Mizrahi has not confirmed that the Credit provided by it pursuant to Bank Mizrahi's Financing Agreement has been settled in full (hereinafter: "REVOKING EVENT").

Notwithstanding the foregoing, in the event of realization of the first charge on the assets set forth in this sub-clause in favor of Bank Mizrahi (in whole or in part), the Bank will also be entitled to immediately realize the encumbrance registered in its favor as aforesaid, without derogating from the provisions of clause 11.

Upon the occurrence of a Revoking Event, the said encumbrance will become a first fixed charge.

6.1.4 A first fixed charge and first assignment by way of encumbrance, unlimited in amount, of 60% of all the Borrower's rights vis-a-vis Partner, to receive dividends for the Free Shares.
6.1.5 A first fixed charge and first assignment by way of encumbrance, unlimited in amount, of 60% of all the rights and amounts owing to the Borrower pursuant to the Sale Agreement, and in accordance with the Contracts Law (Remedies for Breach of Contract), 5731-1970.
6.1.6 A first fixed charge and first assignment by way of encumbrance, unlimited in amount, of 60% of all the rights and amounts owing to the Borrower pursuant to the shareholders agreements, and in accordance with the Contracts Law (Remedies for Breach of Contract), 5731-1970.
6.1.7 Without derogating from the provisions of the Credit Agreement, a first fixed charge and first assignment by way of encumbrance, unlimited in amount, of 60% of the Borrower's rights to repayment of the owners' loans provided (if any) and/or to be provided (if any) by the Borrower to Partner, as well as 60% of the Borrower's rights to receive amounts pursuant to the capital notes issued (if issued) and/or to be issued (if any) by Partner to the Borrower.

6.2.

6.2.1 Share certificates in respect of the Pledged Shares will be transferred to the name of the Nominee Company and the Pledged Shares will be deposited in the Borrower's account at the Bank, all by the Closing Day. To this end, the Borrower and the Nominee Company will sign a share transfer deed in the format attached hereto as APPENDIX 6.2.1. Furthermore, the share certificates in respect of additional Partner shares to be encumbered in favor of the Bank after the Closing Day as set forth in this Agreement, including pursuant to clause 3.6, will be transferred concurrently with the encumbrance of the additional pledged shares as aforesaid to the name of the Nominee Company and such additional pledged shares will be deposited in the Borrower's account at the Bank or in the event that such shares are Marked Shares, the shares will be in the Borrower's name and the share certificates in respect thereof will be deposited in the Borrower's account at the Bank. Upon the occurrence of a Revoking Event as defined in the Bank Mizrahi's Financing Agreement, the Pledged Shares and additional shares to be pledged in favor of the Bank as aforesaid, or share certificates in respect thereof (as the case may be) will be deposited in the Borrower's account at Bank Mizrahi.
6.2.2 Share certificates in respect of the shares pledged in favor of Bank Mizrahi will be transferred to the name of the Nominee Company and the said shares will be deposited in the Borrower's account at Bank Mizrahi, all by the Closing Day. To this end, the Borrower and the Nominee Company will sign a share transfer deed in the format attached hereto as APPENDIX 6.2.2. Furthermore, the share certificates in respect of additional Partner shares to be encumbered in favor of Bank Mizrahi after the Closing Day, will be transferred concurrently with the encumbrance of the additional pledged shares as aforesaid to the name of the Nominee Company and such additional pledged shares will be deposited in the Borrower's account at Bank Mizrahi or in the event that such shares are Marked Shares, the shares will be in the Borrower's name and the share certificates in respect thereof will be deposited in the Borrower's account at Bank Mizrahi. Upon the occurrence of a Revoking Event, the shares pledged in favor of Bank Mizrahi and additional shares to be pledged in favor of Bank Mizrahi as aforesaid, or share certificates in respect thereof (as the case may be) will be deposited in the Borrower's account at the Bank.
6.2.3 The shares pledged in favor of the Noteholders will be in the name of the Borrower and the share certificates in respect thereof will be deposited with the Trustee for the Notes, all by the Closing Day. Furthermore, additional Partner shares to be encumbered in favor of the Noteholders after the Closing Day as set forth in clause 3.3.4 of this Agreement, will be in the Borrower's name and the share certificates in respect thereof will be deposited immediately after their encumbrance by the Trustee for the Notes.
6.2.4 The shares pledged in favor of the Seller will be in the name of the Borrower and the share certificates in respect thereof will be deposited with the Trustee for the Seller, by the Closing Day, and if and where the approval of the Minister of Communications is given in this context, the shares pledged in favor of the Seller will be in the name of the Seller's Security Trustee. Furthermore, additional Partner shares to be encumbered in favor of the Seller after the Closing Day as set forth in clause 3.3.5 of this Agreement and pursuant to its provisions, will be in the name of the Borrower and the share certificates in respect thereof will be deposited immediately after their encumbrance with the Trustee for the Seller, and if and where the approval of the Minister of Communications is given in this context, the shares pledged in favor of the Seller will be in the name of the Seller's Security Trustee.

6.2.5 The share certificates in respect of 60% of the Free Shares, apart from the Marked Shares, will be transferred to the name of the Nominee Company and the said shares will be deposited in the Borrower's account at the Bank, all by the Closing Day. To this end, the Borrower and the Nominee Company will sign a share transfer deed in the format attached hereto as APPENDIX 6.2.5.A. Furthermore, the share certificates in respect of 60% of Partner's shares included in the definition of "Free Shares" after the Closing Day, apart from the Marked Shares, will be transferred concurrently with their inclusion as aforesaid to the name of he Nominee Company and the additional Free Shares as aforesaid will be deposited in the Borrower's account at the Bank.

It is agreed that the said Free Shares, apart from the dividend rights in respect of such shares, will be excluded from the lien on the Borrower's account at the Bank in favor of the Bank, and the Borrower will be entitled to act as an owner with respect to these shares, all in accordance with the provisions of the Credit Agreement. Such exclusion will terminate on the date on which the Borrower is to encumber the said Free Shares in favor of the Bank, in accordance with the provisions of the Credit Agreement (in whole or in part), in respect of such shares that the Borrower is to encumber.

After the occurrence of a Revoking Event as defined in the Bank Mizrahi's Financing Agreement, the Free Shares which are deposited at that time in the bank account, will be deposited in the Borrower's account at Bank Mizrahi.

Share certificates in respect of 60% of the Marked Shares, will be transferred to the name of the Borrower and will be deposited in the Bank, all by the Closing Day. To this end, a share transfer deed in the format attached hereto as APPENDIX 6.2.5.B. will be signed. Furthermore, the share certificates in respect of 60% of the Marked Shares which are included in the definition of "Free Shares" after the Closing Day, will be in the name of the Borrower and the share certificates in respect thereof will be deposited in the Bank.

After the occurrence of a Revoking Event as defined in the Bank Mizrahi's Financing Agreement, the share certificates in respect of the said Marked Shares will be deposited in Bank Mizrahi.

6.2.6 Share certificates in respect of 40% of the Free Shares, apart from the Marked Shares, will be transferred to the name of the Nominee Company and the said shares will be deposited in the Borrower's account at Bank Mizrahi, all by the Closing Day. Furthermore, the share certificates in respect of 40% of Partner's shares included in the definition of "Free Shares" after the Closing Day, apart from the Marked Shares, will be transferred concurrently with their inclusion as aforesaid to the name of he Nominee Company and the additional Free Shares as aforesaid will be deposited in the Borrower's account at Bank Mizrahi.

It is agreed that the said Free Shares, apart from the dividend rights and other payments in respect of such shares, will be excluded from the lien in favor of Bank Mizrahi on the Borrower's account at Bank Mizrahi and the Borrower will be entitled to act as an owner with respect to such shares, all subject to the provisions of Bank Mizrahi's Financing Agreement. Such exclusion will terminate on the date on which the Borrower is to encumber the said Free Shares in favor of Bank Mizrahi, in accordance with the provisions of Bank Mizrahi's Financing Agreement (in whole or in part), in respect of such shares as the Borrower has to encumber.

After the occurrence of a Revoking Event, the Free Shares which are deposited at that time in the Borrower's account at Bank Mizrahi, will be deposited in the Borrower's account at the Bank.

The share certificates in respect of 40% of the Marked Shares, will be transferred to the name of the Borrower and will be deposited in Bank Mizrahi, all by the Closing Day. Furthermore, the share certificates in respect of 40% of the Marked Shares which are included in the definition of "Free Shares" after the Closing Day, will be in the name of the Borrower and the share certificates in respect thereof will be deposited in Bank Mizrahi.

After the occurrence of a Revoking Event, the share certificates in respect of the said Marked Shares will be deposited in the Bank.

6.2.7 All dividends and payments, shares and rights paid and/or granted in respect of the Pledged Shares will be transferred to the Borrower's account at the Bank. For the purpose of implementing the foregoing, the Borrower will sign, by the Closing Date, irrevocable instructions to the Nominee Company in the format attached as APPENDIX 6.2.7 hereto which will be approved by it. Upon the occurrence of a Revoking Event as defined in Bank Mizrahi's Financing Agreement, all dividends and payments, shares and rights paid and/or granted in respect of the said shares will be transferred to the Borrower's account at Bank Mizrahi and the Borrower undertakes to give revised irrevocable instructions to the Nominee Company, respectively, which will be approved by it.
6.2.8 All dividends and payments, shares and rights paid and/or granted in respect of the Pledged Shares in favor of Bank Mizrahi, will be transferred to the Borrower's account at Bank Mizrahi. For the purpose of implementing the foregoing, the Borrower will sign, by the Closing Date, irrevocable instructions to the Nominee Company in the format attached as APPENDIX 6.2.8 hereto which will be approved by it. Upon the occurrence of a Revoking Event, all dividends and payments, shares and rights paid and/or granted in respect of the said shares will be transferred to the Borrower's account at the Bank and the Borrower undertakes to give revised irrevocable instructions to the Nominee Company, respectively, which will be approved by it.
6.2.9 60% of all dividends and payments, paid and/or granted in respect of the Free Shares, the shares pledged in favor of the Noteholders and the shares pledged in favor of the Seller, will be transferred directly to the Borrower's account at the Bank. To this end, the Borrower will sign, by the Closing Date, irrevocable instructions to Partner or to the Nominee Company, as the case may be, in the format attached as APPENDIX 6.2.9.A. hereto which will be approved by them.

If and when the approval of the Minister of Communications is given for the shares pledged in favor of the Seller being in the name of the Seller's Security Trustee, then the Borrower will procure that concurrently with the transfer of the shares to the name of the Seller's Security Trustee as aforesaid, the Seller's Security Trustee will give instructions to Partner, to transfer all such dividends and payments in accordance with the Borrower's instructions to Partner and the Borrower will give irrevocable instructions to Partner to transfer such dividends and payments to the Borrower's account at the Bank, and all in the formats attached hereto as APPENDIX 6.2.9.B which will be approved by it.

Upon the occurrence of a Revoking Event as defined in Bank Mizrahi's Financing Agreement, all such dividends and payments will be transferred to the Borrower's account at Bank Mizrahi and the Borrower undertakes to give revised irrevocable instructions to Partner or to the Nominee Company, as the case may be, respectively, which will be approved by them or to procure the revision of instructions given to Partner whose revision shall be approved by it, as the case may be.

6.2.10 40% of all dividends and payments, paid and/or granted in respect of the Free Shares, the shares pledged in favor of the Noteholders and the shares pledged in favor of the Seller, will be transferred directly to the Borrower's account at Bank Mizrahi.

Upon the occurrence of a Revoking Event, all such dividends and payments will be transferred to the Borrower's account at the Bank and the Borrower undertakes to give revised irrevocable instructions to Partner or to the Nominee Company, as the case may be, respectively, which will be approved by them or to procure the revision of instructions given to Partner whose revision shall be approved by it, as the case may be.

6.2.11 The financial income transferred to the Borrower's account at the Bank as aforesaid will be subject to the provisions prescribed in clause 4.4 above.

7. CHARGES AND EXPENSES

7.1 The Borrower will pay to the Bank the charges set forth below, in addition to other customary charges that are usual at the Bank.

The charges are as follows:

CHARGEAMOUNT / RATE		DUE DATE	NOTES

Transaction charge	0.5% of the Creditamount, irrespectiveof whether or notactually provided	One fifth of thecharge on theexecution day ofthis Agreement andthe balance on theClosing Day.	One fifth of the charge tobe paid on the date of theexecution of this Agreementwill not be refunded to theBorrower in the event thatno closing takes place inaccordance with thisAgreement.
Charge for undertakingto provide the Credit ifthe Closing Date occursafter November 30, 2009.	1.5% per annum	The charge will bepaid one month inadvance.	The charge will becalculated on the basis ofthe actual number of daysthat pass between the dateof the execution of thisAgreement and the Closing Day.
Legal expenses	Up to NIS 370,000(not includingVAT), for legalservices to beprovided up to theClosing Date. Forlegal services tobe provided afterthe Closing Date -as stated in theNotes column.	Will be paid on anongoing basispursuant toinvoices to be sentand in any eventwill be paid infull on the ClosingDate.	Will be paid to the Bank'sattorney directly, even ifthe Credit is not actuallyprovided, as specified inthe letter to the Bank datedSeptember 21, 2009. Further,the Bank attorney's fee willbe paid for his handling inrespect of everythingconnected to and arisingfrom this Credit Agreementafter the provision of theCredit and up to its finalsettlement, revision andconsultation in respectthereof, on the basis of thework hours actually investedand on the basis of thetariffs specified in theletter to the Bank datedSeptember 21, 2009.

7.2 Additional charges will be collected in the event of revisions in the Credit Agreement, after the execution thereof, if there are any from time to time, and in such amount as shall be agreed between the Bank and the Borrower. Further, the Borrower will pay to the Bank from time to time, additional charges, as is customary at the Bank in accordance with the tariffs to be concluded with the Borrower for ordinary business activity.
7.3 By signing this Agreement, the Borrower hereby instructs the Bank, by means of irrevocable instructions, to debit, whenever it has to pay any charge, the Borrower's account at the Bank with the amount of such charge, as the case may be.

8. REPORTS

In this clause, the term "FINANCIAL STATEMENTS" shall have the meaning as follows:

The financial statements consisting of, INTER ALIA, a balance sheet, statement of operations, statement of cash flows and any other statement as may be required by the competent authorities, being prepared in accordance with generally accepted accounting principles, and audited by one of the accounting firms belonging to the four leading accounting firms in Israel (Big Four).

The Borrower undertakes to comply with the requirements prescribed under any law for preparation and submission of financial statements in full and in a timely fashion and it further undertakes to meet the timeframes prescribed in the directives of the Bank of Israel which are binding on the Bank. Without derogating from the generality of the foregoing, the Borrower undertakes to submit to the Bank the following reports in writing:

8.1 PERIODIC REPORTS

8.1.1 Annual financial statements of the Borrower and of Partner on a consolidated and non-consolidated basis (separately, including notes), as at December 31 of the preceding year, immediately upon the execution thereof, and not later than March 31 of every year.
8.1.2 Quarterly financial statements of the Borrower and of Partner on a consolidated and non-consolidated basis (separately, including notes), immediately upon the execution thereof, and not later than two months from the end of each quarter.
8.1.3 At the Bank's demand from time to time, a forecast will be submitted and presented as to the Borrower's anticipated cash flows as well as additional information, where required, relating to the Borrower's solvency.

8.2 IMMEDIATE REPORTS

8.2.1 Without derogating from the provisions of this Agreement, a report of the dividends distributed by the Borrower and Partner, immediately after their declaration and a report on the issue of shares at Partner.
8.2.2 Without derogating from the provisions of this Agreement, a written report of any general meeting of the Borrower about to be held, not later than seven days prior to the date designated therefor, giving a full account of the issues on the agenda, and if there is a proposal on the agenda at the general meeting to adopt a resolution as to a change in the documents of incorporation, merger or spin-off, a sale transaction or acquisition of a substantial asset, approval of activities and transactions with officers or a controlling shareholder or with corporations which are stakeholders therein, distribution, distribution undertaking, changes in the structure of incorporation and/or changes in the essence of the Borrower's activities - also furnishing to the Bank the form of the proposed resolution not later than seven days prior to the holding of the meeting. Immediately after the holding of each general meeting of the Borrower, to submit to the Bank the minutes of the meeting, consisting of all the resolutions adopted therein.
8.2.3 Without derogating from the provisions of this Agreement, a written report of any general meeting of Partner about to be held, not later than seven days prior to the date designated therefor, giving full account of the issues on the agenda, and if there is a proposal on the agenda at the general meeting to adopt a resolution as to a change in the documents of incorporation, merger or spin-off, a sale transaction or acquisition of a substantial asset, approval of activities and transactions with officers or a controlling shareholder or with corporations which are stakeholders therein, or changes in the capital including an increase in the registered share capital or a decrease in capital, distribution, distribution undertaking, changes in the structure of incorporation and/or changes in the essence of Partner's activities also furnishing to the Bank the form of the proposed resolution not later than seven days prior to the holding of the meeting. Immediately after the holding of each general meeting of Partner, to submit to the Bank the minutes of the meeting, consisting of all the resolutions adopted therein.
8.2.4 The Borrower will submit to the Bank a copy of each approval, notice, report or any other document which the Borrower is obliged to submit to the Registrar of Companies and/or to any other authority pursuant to any law, in Israel or overseas, or which it received from them, immediately after the submission thereof to the Registrar of Companies and/or any other authority pursuant to any law as aforesaid or receipt thereof from them, provided that the issues in question are material to the Borrower or that they are liable to have a material adverse effect on the Bank's rights in accordance with the Credit Agreement. With respect to issues liable to have any criminal implication whatsoever, all correspondence will be submitted to the Bank.
8.2.5 The Borrower will submit to the Bank a copy of any confirmation, notice or report in accordance with the Sale Agreement and of any demand, claim or contention with respect to the Sale Agreement which the Borrower receives from the Seller or anyone acting on its behalf or which the Borrower submitted to the Seller or to anyone on its behalf, all immediately after the receipt of submission thereof, as the case may be.
8.2.6 Subject to and in accordance with the provisions of any law, any additional information and additional documents required by the Bank in connection with the transactions and financial position, of either the Borrower and/or Partner, as the case may be, from time to time.
8.2.7 In the event that the Notes issued by the Borrower have been rated, the Borrower will report of any reduction of the rating of the Notes, immediately after such rating reduction.
8.2.8 In the event that a creditor of the Borrower and/or a trustee for such creditor gave notice that there is a ground for declaring immediately due and payable any credit provided by such creditor and/or that an Event of Default has occurred with respect to such credit, all immediately after receipt of such notice, together with a copy of such notice.
8.2.9 The Borrower undertakes to report to the Bank, in writing, immediately upon learning of the occurrence of any Event of Default or of any change as set forth in clause 4.9.

9. DECLARATION AS IMMEDIATELY DUE AND PAYABLE

The Bank will be entitled to declare as immediately due and payable, the unsettled balance of the Credit, in whole or in part, on the occurrence of any one or more of the following events:

9.1 If the Borrower fails to pay to the Bank any amount whatsoever pursuant to the Credit Agreement. The Borrower will be entitled to rectify such Event of Default within seven days from the date of the occurrence thereof.

9.2 If the Borrower is in breach of any of its undertakings to the Bank, whether included in the Credit Agreement or included in any other document signed and/or to be signed on its part by virtue of the Credit Agreement, or should it turn out that any statement or confirmation issued by it is inaccurate, or if Partner should violate the irrevocable instructions set forth in clause 6.2 which are approved by it, the Borrower and Partner, as the case may be, will be entitled to rectify the Event of Default as aforesaid in respect of any undertaking or statement on their part within 20 days or within another period, if another period of rectification has been prescribed for the breach of the undertaking. Furthermore, in the event of a breach of any obligation whatsoever vis-a-vis the Bank pursuant to the Security Interests Documents, and the Event of Default has not been rectified within 20 days.
9.3 If the Borrower has breached its obligation under clause 3.6.1.
9.4 If one of the Security Interests and/or the other documents submitted to the Bank in accordance with clause 6 above, including the irrevocable instructions, is found to be invalid and/or unenforceable and/or where the contents thereof are not implemented and/or the Security Interests and/or the documents do not confer the level of encumbrance which they are purported to confer in accordance with this Agreement.
9.5 If a resolution is adopted at the Borrower or at Partner, concerning a merger or spin-off and/or a resolution concerning the sale or purchase of a substantial asset, as per the definition of these terms in clause 1, without obtaining the Bank's prior written approval, and such resolution is not cancelled within seven days.
9.6 If a resolution is passed at the Borrower or at Partner concerning voluntary liquidation without obtaining the Bank's prior written approval.
9.7 If receivership proceedings are instituted against the Borrower or Partner, including where a permanent or temporary liquidator is appointed or a temporary or permanent receiver or if rehabilitation or settlement proceedings are instituted or a creditors' composition and/or stay of proceedings pursuant to sections 350 and/or 351 of the Companies Law or in accordance with any additional or other law IN LIEU THEREOF or if the Borrower's name or Partner's name are deleted or scheduled to be deleted from the records of the Registrar of Companies (in the event of any temporary proceeding). An Event of Default which is the appointment of a temporary liquidator or a temporary receiver or a special administrator or a trustee, all provided they took place EX PARTE, will be rectifiable within 45 days from the occurrence thereof.

9.8 Attachments:

9.8.1 If any attachment/s is/are imposed:
9.8.1.1 On any asset serving as security for the Bank, including the rights to dividends and the dividends in connection with Partner's shares, all as set forth in clause 6 of this Agreement;
9.8.1.2 On any other asset whatsoever of the Borrower, in connection with debts exceeding in aggregate NIS 100 M.
9.8.1.3 On any asset whatsoever of Partner, in connection with debts exceeding in aggregate NIS 350 M.
9.8.2 If any attachment/s is/are imposed as aforesaid in clause 9.8.1 above, such Event of Default will be rectifiable within 30 days from the date of the occurrence thereof.

9.9 FINANCIAL COVENANTS:

If one or more of the financial covenants is/are not fulfilled.

9.9.1 In this Agreement, "the "FINANCIAL COVENANTS" each of the following, which will be examined by the Bank by the final settlement date of the Credit in full, in accordance with the quarterly and annual financial statements of the Borrower and of Partner (as the case may be), being audited or reviewed (as the case may be), as at the examination date, on the effective date for submission of the financial statements to the Bank as provided in clause 8.1 above (hereinafter: the "EXAMINATION DATE"):
9.9.1.1 The ratio between Partner's net financial debt and Partner's EBITDA will not exceed 3.
9.9.1.2 The ratio between: (a) Partner's total net financial debt plus the product attained by the division of the total net financial debt of the Borrower by the Borrower's holding rate in Partner on the Examination Date, and: Partner's EBITDA will not exceed:
9.9.1.2.1 Up to the end of the first quarter of 2011 - 6.
9.9.1.2.2 As of the end of the first quarter of 2011 onward - 5.
9.9.1.3 The ratio between: (a) The product of the Borrower's holding rate in Partner on the Examination Date times by Partner's net income and: The total maturities (principal, interest and linkage differentials in respect thereof, less the Borrower's cash balances on the Examination Date and less the sum of NIS 630 M) for the net financial debt (of the Borrower for the four quarters subsequent to the Examination Date (including the quarter in which the Examination Date took place), will not fall below:
9.9.1.3.1 In 2010 and in the first quarter of 2011 - 1.15.
9.9.1.3.2 As of the second quarter of 2011 onward - 1.3.
9.9.1.4 In this sub-clause:

"NET FINANCIAL DEBT" - an interest bearing debt less a cash balance.

"EBITDA" - the operation profit before interest, tax, depreciation and amortization expenses. The EBITDA in the examination conducted pursuant to quarterly financial statements, will be the sum of all the EBITDA amounts for the four quarters ended prior to the Examination Date.

"NET INCOME" - as set out in the relevant financial statements. The Net Income in the examination conducted pursuant to quarterly financial statements, will be the sum of all the Net Income amounts for the four quarters ended prior to the Examination Date.

On any Examination Date, the Borrower will submit to the Bank a detailed computation of each of the financial covenants which will include a confirmation from the Borrower's external accountants concerning compliance with the financial covenants.

9.9.2 The financial covenants are based on accounting standards, accounting principles, estimates and accounting policy (hereinafter: "ACCOUNTING TREATMENT") as applied in the most recent financial statements of the Borrower and of Partner (as the case may be) as at the date of this Agreement (hereinafter: the "MOST RECENT FINANCIAL STATEMENTS"). An Accounting Treatment which is different than that on the basis of which the Most Recent Financial Statements were prepared, but not only due to the application of the International Financial Reporting Standards (IFRS), new / other / any accounting standards whatsoever, either in Israel or overseas, a change in estimates and/or change in accounting policy (all the foregoing shall hereinafter be referred to, jointly or severally: "NEW ACCOUNTING TREATMENT"), is liable to result in changes having an effect on the financial covenants. Accordingly, the Borrower agrees as follows:
9.9.2.1 At any time that the Bank finds, at its exclusive discretion, that changes were introduced and/or are about to be introduced to the Borrower's financial statements or Partner's financial statements, due to a New Accounting Treatment, the Bank will be entitled, upon consultation with the Borrower, to prescribe the required changes in the financial covenants (hereinafter: the "REVISED FINANCIAL COVENANTS"), so as to adjust them to such changes, with a view to adapting them to the original economic purpose pursuant to which the covenants were established.
9.9.2.2 Should the Bank give notice to the Borrower of the Revised Financial Covenants - they will bind the Borrower as of the date of the Bank's notice being given and this Agreement will be deemed to include, as of the date of the giving of the Bank's notice, the Revised Financial Covenants.

9.10 ADVERSE EFFECT

9.10.1 ON THE OCCURRENCE OF ANY ADVERSE EFFECT.
9.10.2 In this Agreement, "ADVERSE EFFECT" any one of the following:
9.10.2.1 I an event has occurred or is expected to occur, the outcome of which is a material adverse effect on: (a) The businesses, the financial position, the liquidity status and the results of operations of the Borrower and/or Partner; and (b) The Borrower's ability to fulfill its obligations under the Credit Agreement pursuant to their terms.
9.10.2.2 If the economic value of the Security Interests as fallen in a manner liable to jeopardize the repayment of the unsettled balance of the Credit from the proceeds of the realization thereof.
9.11 In the event of a decline in the holding rate and/or if the control is terminated in contravention of the undertaking as set forth in clause 3.23 and the Event of Default has not been rectified within 7 days.
9.12. "CROSS EVENT OF DEFAULT"
9.12.1 On the occurrence of any event the outcome of which entitles any entity/ies, either in Israel or overseas, including the Seller, the Holders of the Notes issued by the Borrower and Bank Mizrahi to the right to declare immediately due and payable the Borrower's debts and liabilities in an aggregate amount exceeding NIS 100 M, or Partner's debts and liabilities, in an aggregate amount exceeding NIS 350 M, all in the course of a period of twelve calendar months and the Event of Default has not been rectified within 30 days.
9.12.2 If any entity/ies, either in Israel or overseas, including the Seller, the Holders of the Notes issued by the Borrower and Bank Mizrahi has/have declared immediately the debts and liabilities of Borrower due and payable in an aggregate amount exceeding NIS 100 M, or of Partner, in an aggregate amount exceeding NIS 350 M, all in the course of a period of twelve calendar months.
9.13 If a general meeting of the Borrower is convened on the agenda of which there is a proposed resolution adversely affecting its rights as a creditor, including on any of the issues set froth below: Change in the documents of incorporation, merger or spin-off, sale or purchase transaction of any substantial asset, approval of activities of and transactions with Stakeholders or corporations in which it is a Stakeholder, distribution, other than as prescribed in clause 3.14 above and/or distribution and/or distribution undertaking, changes in the structure of incorporation, changes in the essence of the Borrower's operations and/or any other action on the part of the Borrower that is liable to reduce the value of the Pledged Shares and/or the shares pledged in favor of Bank Mizrahi and/or the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and/or to adversely affect the Security Interests.
9.14. If a general meeting of Partner is convened on the agenda of which there is a proposed resolution adversely affecting its rights as a creditor, including on any of the issues set froth below: A resolution concerning dilution of shares (apart from such dilution as the Credit Agreements expressly permits), changes in the rights conferred by the Shares, merger or spin-off, sale or purchase transaction of a substantial asset, approval of activities and businesses with Stakeholders or corporations in which it is a Stakeholder or changes in capital, including an increase in the registered share capital (apart from an increase in the registered share capital as required for the purpose of the issue of shares that the Credit Agreement expressly permits or an increase in registered capital for the purpose of compliance with any regulatory requirement applicable to Partner), changes in the structure of incorporation, changes in the essence of Partner's operations and/or any other action on the part of Partner that is liable to reduce the value of the Pledged Shares and/or the shares pledged in favor of Bank Mizrahi and/or the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and/or to adversely affect the Security Interests.
9.15 In the event of any material change in the area of activity of the Borrower and/or of Partner.
9.16 If the Sale Agreement has expired or was rescinded or was declared by a competent authority to be null and void, in whole or in part.
9.17 If all or a substantial part of the assets of either the Borrower and/or Partner are sold.
9.18 If trading in the Borrower's shares on the Stock Exchange is suspended or ceased for a period exceeding 7 days and/or if trading in Partner's shares on the stock exchange where they are traded, is suspended or ceased for a period exceeding 7 days or if the Borrower's shares are delisted from trading on the Stock Exchange and/or if Partner's shares are delisted from the trading on the stock exchange where they are traded as foresaid.
9.19 If one of the licenses granted to Partners and/or the entities controlled by it for the purpose of their operations is suspended or cancelled, and, in the event of suspension - where such suspension is not cancelled within 30 days.
9.20 In the event of early redemption and/or prepayment which is forced on the Borrower, of the Notes issued by it and/or any other Credit taken by it.
9.21 If Partner performs a distribution to its shareholders not in accordance with their PRO RATA share in Partner's issued and paid up capital.
9.22 If one or more legal proceedings is/are instituted against the Borrower and/or Partner, or if a decision or a judgment was rendered in such proceedings, which, jointly or severally is liable to have a material adverse effect on the Borrower's ability to comply with its obligations under the Credit Agreement in accordance with the terms thereof.

In any event that the Bank is entitled, in accordance with the provisions of this Agreement, to declare the Credit immediately due and payable, the Bank will be entitled to declare immediately due and payable all or any part of the Credit, at its exclusive discretion.

To remove any doubts, in the event of declaring the Credit immediately due and payable (in whole or in part), arrears interest will be paid to the Bank as set forth in clause 4.8 above.

To remove any doubts, it is hereby clarified that in addition to the Bank's right to declare the Credit immediately due and payable, the Bank will be entitled to adopt all measures it finds fit for the purpose of protecting its rights under the Credit Agreement, including its rights in the Pledged Shares, even before a resolution is adopted as to the declaration as immediately due and payable as aforesaid.

10. RECTIFICATION PERIOD

10.1 In this Agreement, "RECTIFICATION PERIOD" means a period given, if any, in clause 9 of this Agreement, for rectification of the Events of Default entitling the Bank to declare all or any part of the Credit immediately due and payable. In the event that under the circumstances there will be more than one Event of Default, the Rectification Period will be the shortest period of the Rectification Periods prescribed in respect of the relevant Events of Default, and if, regarding one of the Events of Default, no Rectification Period has been prescribed, no Rectification Period will apply at all.
10.2 In any case of an event respecting which a Rectification Period is prescribed, the Bank will give the Borrower a prior written warning respecting the declaration of the Credit as immediately due and payable, and the Bank will be entitled to declare the Credit immediately due and payable only if the Event of Default has not been rectified by the end of the Rectification Period. However, if the Bank is of the opinion that its rights under the Credit Agreement are liable to be materially adversely affected in consequence of delaying its actions during the Rectification Period or if another Event of Default occurs which is not of the same nature, before the breach in respect of the previous Event of Default has been rectified, then the Bank will be entitled to declare the Credit immediately due and payable, immediately on the occurrence of the Event of Default. To remove any doubts, the Rectification Period will be counted from the date of the occurrence of the Event of Default and not from the date of the Bank's notice.
10.3 Furthermore, in respect of an Event of Default for which there is no Rectification Period, and to the extent that the delay of the declaration as immediately due and payable cannot, at the Bank's exclusive opinion, cause real damage to the Bank, the Bank will give a prior notice of the intention to declare the Credit immediately due and payable 7 days in advance. The foregoing in this clause will not apply to the occurrence of an Event of Default as set forth in clause 9.3, in respect of which, at any rate, the Bank will be entitled to declare the Credit immediately due and payable and to exercise the Security Interests without any prior notice, all subject to the provisions of clause 11.

11. EXERCISE OF THE SECURITY INTERESTS

In any event that the Bank has declared the Credit immediately due and payable, the Bank will be entitled, but not obligated, to promptly realize all or any part of the Security Interests (apart from the shares pledged in favor of Bank Mizrahi, which will be exercised in accordance with the provisions of the encumbrance documents creating a lien on such shares in favor of the Bank), and to use the amounts received as aforesaid to reduce the unsettled balance of the Credit, without derogating from all the Bank's rights and/or from any other relief available to it by virtue of the provisions of the Credit Agreement and the provisions of any law, all subject to the approval of the Minister of Communications, to the extent required, in accordance with the provisions of Partner's licenses and licenses of corporations under its control. The end of this paragraph will only be revised subject to the prior written approval of the Minister of Communications.

Furthermore, the Borrower will pay to the Bank all the expenses and reasonable charges paid by the Bank to attorneys and other consultants, including valuation experts, to the extent that their hiring is required, at the Bank's exclusive discretion, for the purpose of exercising the Security Interests.

12. THE CLOSING

12.1 CONDITIONS PRECEDENT FOR PROVISION OF THE CREDIT

The Borrower is aware, and it agrees, that the coming into force of this Agreement, including its appendixes, and the provision of the Credit as per the provisions of this Agreement, is subject to the following conditions, in addition to that stated in clauses 6 and 12.3 of this Agreement and without derogating from all other terms of this Agreement.

12.1.1 There will be no impediment under the provisions of the law, to the provision of the Credit under the terms set forth in this Agreement and the provision of the Credit pursuant to this Agreement will not cause a deviation on the part of the Bank from the regulatory limitations imposed on it, including with respect to holding, by way of encumbrance, means of control, and from limitations as to minimum capital ration, liability of a "single borrower" and of a "group of borrowers" to which the Borrower belongs (these terms will be interpreted as per the definition thereof in the directives on the various issues issued by the Bank Commissioner at the Bank of Israel, as they shall be in effect on the date of the provision of all or any part of the Credit) and/or any other deviation due to which the Bank is charged with payment of fines, and, further, no adverse effect will occur in the restrictions applicable to the Bank on the date of the execution of this Agreement, due to any change in the statutory provisions which in the opinion of the Bank adversely affects the provision of the Credit under the terms set forth in this Agreement.
12.1.2 No Event of Default has occurred and no circumstances have taken place which, if not rectified by the end of any Period of Rectification (if such is designated in this Agreement) will become an Event of Default.
12.1.3 All the acts that are supposed to be performed in accordance with this Agreement by or on the Closing Date, will be performed.
12.1.4 Deposit in concentration account no. 73600/29 in branch 800 at the Bank, in the Borrower's name (hereinafter: the "CONCENTRATION ACCOUNT"), of a financial amount which together with the Credit amount constitutes the amount of the consideration for the purchase of the shares purchased by the Borrower pursuant to the Sale Agreement.
12.1.5 Compliance with all the conditions precedent in accordance with the Sale Agreement and performing the Closing thereunder, concurrently with the provision of the Credit, including acquisition of the shares purchased by the Borrower, being free and clear, performance of the Closing pursuant to the Seller's Finance Documents, performance of the Closing in accordance with the Finance Agreement dated October 28, 2009 which was signed by and between Bank Mizrahi and the Borrower and performing the Closing pursuant to agreements for the sale of part of the Purchased Shares to the Bank and to other entities to whom the Borrower undertook to sell shares in Partner on the Closing Day, and all concurrently with the provision of the Credit, as well as obtaining the Borrower's written approval for the implementation of the foregoing.
12.1.6 In the Borrower's account at the Bank, such amounts will be deposited as are sufficient to effect all charges and payments as provided in clause 12.3.2.4.
12.1.7 Receipt of the Security Interests Documents, the agreements, the irrevocable instructions and the undertakings as set forth in clause 6, duly signed by the relevant parties, as the case may be.
12.1.8 Receipt of the required approvals at Partner and/or by Partner for the performance of the Borrower's obligations in the Credit Agreement.
12.1.9 Receipt of legal opinions as to the validity of the liabilities and the Security Interests in accordance with the Credit Agreement.
12.1.10 Receipt of a written notice from the Borrower, 7 business days prior to the Closing Date concerning the term of the loan selected by it as provided in clause 4 above.
12.1.11 Receipt of "applications for provision of credit" in accordance with the Credit terms as provided in this Agreement, signed by the Borrower, in the format customary at the Bank.
12.1.12 Receipt of a statement (Bring Down) from the Borrower in the format attached hereto as APPENDIX 12.1.12 that:
12.1.12.1 All representations, declarations and undertakings made by it pursuant to the Credit Agreement are accurate and valid and no material adverse effect has occurred therein as at the Closing Day;
12.1.12.2 There is no need for receipt of understandings and/or permits and/or additional approvals for the provision of the Credit, for the creation of the Security Interests and for the enforceability thereof and as for the enforceability thereof subject to the approval of the Minister of Communications, to the extent required, in accordance with the provisions of Partner's licenses and licenses of corporations under its control and to the performance of all the obligations under the Credit Agreement.
12.2 If and to the extent that the Borrower find that any of the conditions enumerated in this clause 12.1 is not about to be fulfilled or is not fulfilled by the Closing Day, the Borrower will give a written notice to that effect to the Bank, immediately after it learns of the threatened failure or the failure to fulfill such condition.

12.3 PERFORMANCE OF THE CLOSING

12.3.1 Up to and not later than the Closing Day (inclusive), the Borrower will furnish to the Bank the following documents, for the purpose of and in connection with the provision of the Credit, in such manner and under such terms as are prescribed in this Agreement:
12.3.1.1 Confirmation from the Bank concerning deposit of the amounts in the Concentration Account as provided in clause 12.1.4.
12.3.1.2 Obtaining the Seller's confirmation that it has received the amount of the consideration for the acquisition of the shares purchased by the Borrower pursuant to the Sale Agreement concurrently with the performance of the transfer as provided in clause 12.3.2.1.
12.3.1.3 The Borrower's confirmation concerning the performance of the closings pursuant to the agreements as provided in clause 12.1.5 concurrently with the provisions of the Credit.
12.3.1.4 The Security Interests Documents as provided in clause 6.
12.3.1.5 Share certificates for the shares pledged in the name of the Nominee Company as well as a copy of the Register of the Shareholders of Partner, compatible with such share certificates and the undertaking included in clause 3.12.
12.3.1.6 Receipt of a copy of the share certificates in respect of the Shares encumbered in favor of Bank Mizrahi, the Free Shares, the shares pledged in favor of the Noteholders and the shares pledged in favor of the Seller with the registration therein being in accordance with the provisions of clause 6 as well as a copy of the register of Partner's shareholders, in keeping with the said share certificates and the undertaking included in clause 3.12.
12.3.1.7 Approvals required as provided in clause 12.1.8.
12.3.1.8 Legal opinions as to the validity of the liabilities and the Security Interests as provided in clause 12.1.9.
12.3.1.9 "Applications for Credit" as provided in clause 12.1.11.
12.3.1.10 Bring Down statement as provided in clause 12.1.12.
12.3.1.11 Minutes of the Borrower's competent organs, approving the contractual engagement under this Agreement and the performance of all the obligations included therein and authorizing the signatories to this Agreement to sign on behalf of the Borrower as well as together with an attorneys' confirmation as to the validity of the resolutions under any law.
12.3.2 On the Closing Day and subject to the fulfillment of the Conditions Precedent as provided in clause 12.1 and in additional to the provisions of sections 6 and 12.3, the following actions will be performed concurrently, and the Borrower hereby instructs the Bank to perform the following acts, all subject to and in accordance with the provisions of the Credit Agreement:
12.3.2.1 The provision of the Credit in the Borrower's account and the transfer thereof to the Concentration Account.
12.3.2.2 The transfer of the funds deposited in the Concentration Account to an account or accounts in the name of the Seller or anyone acting on its behalf, pursuant to the Seller's instructions, the details of which will be given to the Bank in writing by the Seller.
12.3.2.3 Deposit of funds as provided in clause 12.1.6.
12.3.2.4 Charging the Borrower's account at the Bank with charges due to the Bank as well as with the Bank attorney's fees.

13. MISCELLANEOUS

13.1 If the Closing does not take place by February 16, 2010, this Agreement will be rescinded and the Bank will have no obligation thereunder.
13.2 The Borrower agrees that the Bank will be entitled to transfer to Bank Mizrahi or anyone acting on its behalf and to anyone IN LIEU thereof all data and/or documents and/or information in connection with the Credit Agreement.
13.3 Every document to be furnished and/or signed in favor of the Bank will be in such format and under such terms as will be concluded with the Bank, subject to obtaining an approval concerning the adoption of an appropriate resolution by the relevant organ in the corporation, that will sign the document and together with an attorney's confirmation as to the validity of the resolutions in accordance with any law.
13.4 Nothing in the provisions of this Agreement will vest in any third party any rights whatsoever.
13.5 A waiver by either of the Parties of a previous breach or failure to fulfill any one or more of the obligations to such Party and/or failure to uphold any condition whatsoever under the Credit Agreement, will not be deemed as justification for another violation or another failure to uphold any such condition or undertaking; and refraining on the part of either of the Parties from using any right whatsoever granted to it under the Credit Agreement or under any law will not be interpreted as a waiver of such right, and the other party hereby waives any claim or demand in connection therewith. No concession or waiver in respect of any of these conditions on the part of either of the Parties shall bind such Party and will not constitute a justification for failure to uphold any of these conditions unless made in writing by the other Party.
13.6 Upon fulfillment of the conditions prescribed therefor, the Bank will be entitled to exercise all the Security Interests provided to it under the Credit Agreement or only a part thereof. Further, the Bank will be entitled to realize the said Security Interests at once or one after the other, at the Bank's discretion, subject to the provisions of clause 11.
13.7 The Borrower undertakes to collaborate and to exercise controlling power in Partner in order to implement the provisions of this Agreement, including the execution of documents and/or confirmations as may be required to this end, obtaining permits and approvals as may be required after the Closing Day, including for the purpose of the creation of additional liens in accordance with the provisions of the Credit Agreement and the transfer of information and documents pursuant to the provisions of the Credit Agreement and further undertakes not to adversely affect, through any act or omission, the performance of any of the obligations under the Credit Agreement and/or the Security Interests to be provided thereunder.
13.8 The Borrower's rights under the Credit Agreement and/or the documents referred to therein or related thereto are not assignable or transferable in any manner whatsoever.
13.9 The Bank will be entitled to sell participation in the Credit to a banking corporation or to another entity laid down in the First Schedule to the Securities Law, without requiring the Borrower's approval. Furthermore, the Bank will be entitled to transfer or assign rights in the Credit and/or the Security Interests pursuant to the Credit Agreement to a banking corporation or to another entity laid down in the First Schedule to the Securities Law which has assumed the terms of this Agreement. Any transfer or assignment of the Security Interests as aforesaid, will be performed subject to the approval of the Minister of Communications, to the extent required, pursuant to the provisions of Partner's licenses and the licenses of corporations under its control.

It is hereby agreed that for the purpose of the sale of participation or the transfer and/or assignment of rights in the Credit pursuant to this Agreement, the Bank will be entitled to disclose to any entity that purchases participation or is a potential transferee, any information in its possession with respect to the Parties hereto, subject to the signing by the recipient of the information (if it is not a banking corporation), of a confidentiality undertaking, in a customary format, which is also addressed to the Borrower (a copy of which will be provided to the Borrower immediately after the execution thereof).

13.10 Subject to the provisions of any law, the Borrower will not be authorized to present this Agreement to any entity, apart from a competent authority pursuant to the law and to the organs in office at the Borrower and to the shareholders at the Borrower, and subject to the signing of a confidentiality undertaking, to whomsoever seeks to invest or purchase shares in the Borrower, other than with the Bank's prior written approval.
13.11 All fees and reasonable expenses applicable, if any, in connection with the Credit Agreement and other documents to be signed in connection therewith or thereunder, including with respect to their registration, will be paid by the Borrower.
13.12 All the appendixes attached hereto constitute an inseparable part hereof.
13.13 The section headings herein are for purposes of convenience only and will not be used for its interpretation in any manner whatsoever.
13.14 The management terms and the appendixes hereto (hereinafter: the "OTHER DOCUMENTS") shall add to rather than derogate from the contents of this Agreement. However, in any event of a conflict between a provision laid down in the Other Documents as aforesaid and a provision laid down in this Agreement, the provision in this Agreement shall prevail. To remove any doubts it is hereby clarified that the foregoing is limited to cases where there is express reference to a particular issue, both in this Agreement and in the Other Documents. It is further clarified that in any event where there is a reasonable possibility to interpret the conflicting provisions as cumulative provisions they will be interpreted as such.
13.15 Any notice forwarded by registered mail by the Bank or by the Borrower to their address as set out below or to any other address of which they have given a written notice, will be deemed to have reached its addressee within three days from its dispatch, and if hand delivered - upon the delivery thereof and if transmitted by facsimile - on the first business day after the date of dispatch. The addresses are as follows:

Borrower: Attn.: Mr. Yahel Shahar, 48 Ben Zion Galis St., Petach Tikva 49277, fax no.: 03-9300424, with a copy to Yossi Avraham & Co., Law Offices, 3 Daniel Frisch St., Tel Aviv 64731, fax no.: 03-6963801.

The Bank: Attn.: Ms. Rina Vahaba, 34 Yehuda Halevy St., Tel Aviv 65136, fax no.: 03-5149017.

IN WITNESS WHEREOF WE HAVE SIGNED:

(-Stamped & Signed-) ------------------------ SCAILEX CORPORATION LTD.

By: Yahel Shahar Shahar Rahim ------------------------------- Position: CEO CFO

ATTORNEY'S AUTHENTICATION

I, the undersigned, Yossi Avraham, Advocate, hereby confirm that Mr. Yahel Shahar and Mr. Shahar Rahim signed this Agreement on October 28, 2009 on behalf of Scailex Corporation Ltd..

Date: 28.10.09 /s/ Yossi Avraham ----------------- Name of Attorney

BANK'S CONFIRMATION

We hereby confirm our consent to this Agreement.

/s/; /s/ Date: 28.10.09 ------------- Bank Leumi Le Israel Ltd.

Filename: exhibit_5.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 5

TRANSLATION FROM THE HEBREW

Date: 28.10.09

To:

BANK MIZRAHI TEFAHOT LTD.

In accordance with the account opening documents, including the "application for opening an account and/or changes in the account" as well as the "general terms for management of an account" and the "general terms for the credit activity", which were signed by us, and to which this Agreement, including all of its appendixes, constitutes an appendix (hereinafter: the "MANAGEMENT TERMS"), and in respect of credit facilities to be provided to us thereunder (as defined below), all as set forth below in this Agreement, we hereby agree and undertake that the credit facilities will also be subject to all the terms provided in this Agreement below, which will constitute an integral part of the Management Terms.

1. DEFINITIONS

In this Agreement, the terms set forth below shall have the meaning set out opposite them:

"MEANS OF CONTROL", - Including inflections, within the "SECURITIES" meaning of such terms in the

Securities Law, 5728 - 1968.

"CREDIT FACILITIES" OR - All credit facilities to be provided "CREDIT" to the Borrower by the Bank 1. for the purpose of financing the purchase of part of the Purchased Shares in the sum of up to NIS 320 M (principal) 2. For the finance of current activity in the sum of up to NIS 200 M (principal) (hereinafter: the "CURRENT CREDIT") 3. For finance of activity in foreign trade (documentary credit, suppliers, guarantees etc., and derivatives in a total amount of up to NIS 200 M (principal) (hereinafter: the "CREDIT FOR FOREIGN TRADE AND DERIVATIVES") and any credit facility to be provided by the Bank for the purpose of the settlement of such Credit Facilities, in whole or in part, if provided, and all in accordance with the provisions of clause 4 of this Agreement (in this definition: the "RELEVANT CREDIT FACILITIES"), all including linkage differentials, rate differentials, interest, arrears interest, commissions, bank charges, various expenses including realization expenses, lawyers' fee, insurance costs and other payments due and/or to be due by the Borrower to the Bank in connection with the Relevant Credit Facilities, whether the due date thereof has fallen due, whether their due date falls in the future, whether they are due or to be due pursuant to any contingent liability whatsoever or any other liability whatsoever, irrespective of whether or not such amounts, in whole or in part, have been consolidated in a judgment of a court or a tribunal.

"REVOKING EVENT" - As defined in clause 6.1.3 below.

"STOCK EXCHANGE" - Tel Aviv Stock Exchange Ltd.

"SECURITY INTERESTS" - The liens and guarantees defined in clause 6 of this Agreement as well as other liens and guarantees as shall be provided in accordance with the provisions of this Agreement.

THE "BANK" - Bank Mizrahi Tefahot Ltd.

"BANK LEUMI" - Bank Leumi Le Israel Ltd.

"STAKEHOLDER" - Including inflections thereof, within the meaning of this term in the Companies Law.

The "PROVISIONS OF THE - Any provision of any law or statute, LAW", the "LAW" either in Israel or any place outside of Israel, as well as directives of the Bank of Israel, the Commissioner of Restrictive Trade Practices, the Ministry of Communication, the Securities Authority and any other competent authority, including understandings between the Bank and the Bank of Israel or between the Bank and any other competent authority and further including new legal provisions which shall take effect after the execution of this Agreement.

"PERMITS AND APPROVALS" - All terms, permits and approvals required in accordance with any law and pursuant to and under the provisions of the law, for the Borrower's entering into the Credit Agreement and the fulfillment of everything stated therein, including the provision of the credit and the encumbrance in favor of the Bank of the Security Interests and all Permits and Approvals required for the realization of the Security Interests, including by way of appointment of a receiver on behalf of the Bank pursuant to a decision of a competent court for the sale of the Pledged Shares, the shares pledged in favor of Bank Mizrahi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, to a third party which will obtain, to this end, all Permits and Approvals as required under any law.

THE "CREDIT AGREEMENT" - This Agreement, and the "Applications for a Loan" to be executed by the Borrower in connection with the Credit Facility and the Management Terms.

"BANK LEUMI'S FINANCINGAGREEMENT"	-	The financing agreement dated October28, 2009, which was signed by theBorrower and Bank Leumi, in connectionwith credit for the financing of theacquisition of part of the PurchasedShares in a sum of up to NIS 480 M,including all its appendixes.
"SALE AGREEMENT"	-	An agreement dated August 12, 2009between the Seller and the Borrowerfor the acquisition of the PurchasedShares, a copy of which is attached asAPPENDIX A hereto, as amended fromtime to time.
"NOMINEE COMPANY"	-	The Nominee Company of Bank LeumiLe-Israel Ltd. (Hevra Le-Rishumim ofBank Leumi Le-Israel Ltd.)
"COMPANIES LAW"	-	The Companies Law, 5759 - 1999including any amendments thereto fromtime to time.
"BORROWER'S ACCOUNTAT THE BANK"	-	Account no. 274007 at branch 461 atBank Leumi, in the Borrower's name.
"BORROWER'S ACCOUNTAT BANK LEUMI"	-	Account no. 73523/21 in branch 800 atBank Leumi, in the Borrower's name.
"CLOSING DAY" OR"CLOSING DATE"	-	The day of the provision of the creditin accordance with the terms of thisAgreement, and, in any event, notlater than February 16, 2010.
"BUSINESS DAY"	-	As defined in the MANAGEMENT TERMS.
"THIS AGREEMENT"	-	This Agreement, including all itsappendixes.
THE "BORROWER"	-	Scailex Corporation Ltd., Public Co.Reg. No. 52-003180-8, a company dulyincorporated in Israel.
"INDEX"	-	The Consumer Price Index published bythe Central Bureau of Statistics, orany other index IN LIEU THEREOF.
THE "SELLER"	-	Advent Investments Pte Ltd., acorporation duly incorporated inSingapore.
"NOTEHOLDERS"	-	Holders of Series A to D Notes whichwere issued by the Borrower.
"MERGER OR SPIN-OFF"	-	Any of the acts set forth below inrespect of the Borrower and Partner -
		(1) Merger and/or spin-off within themeaning of Part E(2) of the Income TaxOrdinance (New Version) or mergerwithin the meaning thereof in theCompanies Law or in any other legalprovision, or in any legal provisionIN LIEU THEREOF; and/or

(2) Transfer of assets in consideration of shares and/or rights in the Borrower or in Partner; and/or
(3) Settlement and/or arrangement in accordance with sections 350 and 351 of the Companies Law or any other legal provision IN LIEU THEREOF or any corresponding or similar provision in accordance with another law; and/or
(4) Voluntary liquidation;

OF A SUBSTANTIAL ASSET" below:

"SALE OR ACQUISITION Each of the activities set forth
(a) A sale and/or any act resulting in a sale of the Pledged Shares, the shares pledged in favor of Bank Leumi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and/or any act resulting in a reduction in the number of the Pledged Shares, the shares pledged in favor of Bank Leumi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 or a decrease in the rate thereof on the date of this Agreement (with full dilution, without taking account of treasury shares), out of Partner's issued share capital, and/or out of the total means of control in Partner, including due to the sale of treasury shares in Partner and other than due to the issue of shares in Partner under market terms or the sale of treasury shares in Partner at an aggregate rate of up to 5% of Partner's issued and paid up capital on the date of the execution of the Credit Agreement and so long as no Event of Default has occurred;
(b) A purchase and/or any act resulting in a purchase of any asset/s and/or activity performed by the Borrower for an aggregate amount exceeding NIS 70 M per calendar year;
(c) Transactions in securities including swap transactions, lending transactions, futures transactions, hedge transactions and other similar transactions on the part of the Borrower, whereof the credit exposures, as calculated by the relevant bank, exceed an aggregate amount of NIS 100 M, at any time, apart from transactions for protection of exchange rate in connection with the transaction forming the subject of the sale agreement;
(d) Exceptional transaction or transactions entered into by the Borrower for an aggregate amount per calendar year exceeding NIS 10 M;
(e) A transaction of the Borrower with a stakeholder in the Borrower or in which such stakeholder has a personal interest;
(f) An adverse effect on the rights of the Pledged Shares, the shares pledged in favor of Bank Leumi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6;
(g) An issue of shares in Partner and/or any other change in its share capital (including an increase in registered capital) and/or in the rights attached to the shares in Partner, apart from: (1) Issue of shares in Partner under market terms at an aggregate rate of up to 5% of Partner's issued and paid up capital on the date of the execution of the Credit Agreement and so long as no Event of Default has occurred and (2) An increase in registered capital for the purpose of compliance with a regulatory requirement applicable to Partner;
(h) An exceptional transaction entered into by Partner, apart from a transaction or transactions in the field of communications and save for any transaction or transactions that are not in the field of communications in an aggregate amount per calendar year of up to USD 50 M;
(i) A transaction of Partner with a stakeholder in the Borrower or in which such stakeholder has a personal interest;

For the purpose of this definition:

"Purchase and/or act" - including a series of purchases and/or acts which in fact constitute one acquisition or act;

"SHARES" - Including securities, rights and options convertible into shares.

THE "FREE SHARES" - All the shares in Partner which are in the Borrower's possession from time to time and which are not encumbered, which on the Closing Day amount to 17,225,739 Ordinary Shares of NIS 0.01 par value each in Partner, constituting 10.78% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares).

THE "PLEDGED SHARES" - 4,774,338 Ordinary Shares of NIS 0.01 par value each in Partner, constituting 2.99% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares), as well as other shares to be issued in respect thereof and which will be pledged in favor of the Bank.

THE "SHARES PLEDGED IN - All the shares in Partner which are FAVOR OF THE NOTEHOLDERS" owned by the Borrower and which are pledged from time to time in favor of Series A, B, C, and D Noteholders, which were issued by the Borrower, which on the Closing Day amount to 22,934,238 Ordinary Shares of NIS 0.01 par value each in Partner, constituting 14.35% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares).

THE "SHARES PLEDGED IN - 7,161,507 Ordinary Shares of NIS 0.01 FAVOR OF BANK LEUMI" par value each in Partner, constituting 4.48% of Partner's issued and paid up share capital (with full dilution, without taking account of treasury shares), other shares to be issued in respect of the Shares Pledged in favor of Bank Leumi and other shares to be pledged in favor of Bank Leumi in accordance with Bank Leumi's Financing Agreement.

THE "MARKED SHARES" - As such term is defined in clause 3.12 below.

THE "NOTES DOCUMENTS" - The documents formalizing the terms of Series 1 and Series A to D Notes which were issued by the Borrower and which are attached as Appendix 2.10, including their appendixes.

"TRUSTEE FOR THE NOTES" - CLAL FINANCE TRUSTS 2007 LTD.

THE SELLER'S SECURITY - Chadfield Limited, a company TRUSTEE incorporated in the British Virgin Islands, which is wholly owned by the Seller.

"TRUSTEE FOR THE SELLER" - Hermetic Trust (1975) Ltd., a company

duly incorporated in Israel.

"FREE AND CLEAR" - Free and clear of any encumbrance and/or pledge and/or attachment and/or lien and/or debt and/or claim and/or any other right of any nature or type whatsoever of any third party.

"EXCEPTIONAL TRANSACTION" - Within the meaning of this term in the

Companies Law;

"PARTNER" - Partner Communications Ltd., Public Co. Reg. No. 520044314, a company duly

incorporated in Israel.

"DYNAMIC'S ACTIVITY" - Any distribution activity and any

"SUNY'S ACTIVITY" - Any distribution activity and any related activity of the Borrower or its related parties of Samsung cellular equipment, including the assets and liabilities purchased by the Borrower or its related parties in accordance with the agreement dated August 21, 2008.

"PRIME" - As defined in the MANAGEMENT TERMS.

"CONTROL", "HOLDING", - Including inflections, within the

"PURCHASE", meaning of these terms in the "DISTRIBUTION, Companies Law, unless another express "DIVIDEND", meaning is attributed to them in any "TRANSACTION", specific clause in this Agreement. "RELATIVE", "TREASURY Concerning "distribution" and

SHARES", "OFFICER" "dividend" - including distributions

within the framework of and by way of

reduction of capital.

"RECTIFICATION PERIOD" - As this term is defined in clause 10.1

of this Agreement.

2. GENERAL REPRESENTATIONS

The Borrower hereby declares and undertakes to the Bank as follows:

2.1. It is an active public company duly incorporated, registered and existing in Israel.
2.2. The Borrower has the legal powers, authorizations and rights to enter into the Credit Agreement and to implement all its provisions and terms.
2.3. The Borrower has obtained all approvals, authorizations and consents required under its documents of incorporation, in connection with the execution of the Credit Agreement, as well as for the purpose of the implementation of the Borrower's obligations thereunder, including the creation of the Security Interests, and it is not required to obtain any other consents and/or approvals whatsoever.
2.4. All the Borrower's obligations pursuant to and/or within the framework of and/or in connection with the Credit Agreement are legal, effective, valid, binding and enforceable on the Borrower in accordance with the terms thereof.
2.5. The Sale Agreement, the Credit Agreement and the Security Interests Documents and the fulfillment of the Borrower's obligations under each of them, do not conflict with any obligations whatsoever of either the Borrower or Partner VIS-A-VIS third parties (and, in respect of Partner, apart from any conflict not tantamount to a material adverse effect on Partner's position) and/or confer on any person or any entity whatsoever any right and/or ground for demanding the declaration as immediately due and payable of the debts and obligations of either the Borrower or Partner.
2.6. There neither is nor shall there be any impediment and/or limitation by law and/or pursuant to the provisions of any agreement whatsoever to which the Borrower is a party and/or the Borrower's documents of incorporation and/or any other impediment or limitation to the grant of the Security Interests under this Agreement and including the encumbrance of the Pledged Shares, the shares pledged in favor of Bank Leumi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 in favor of the Bank by means of a first fixed charge and there shall be no limitation on holding them nor shall there be any limitation on the realization thereof, either by the Borrower or by the Bank, as the case may be, and in respect of the realization thereof, subject to the approval of the Minister of Communications, to the extent required pursuant to the provisions of Partner's licenses and licenses of corporations under its control. It is hereby agreed that this clause will not apply to a breach of the future obligations included in this clause due to any act or omission on the part of the Bank.
2.7. All permits and approvals have been obtained, as are required for the pledging of the Pledged Shares, the shares pledged in favor of Bank Leumi and the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, in favor of the Bank and for the grant of the Security Interests as provided in this Agreement. Such permits and approvals include no stipulations, prohibitions or restrictions hindering the possibility of encumbering the Pledged Shares, the shares pledged in favor of Bank Leumi, the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, in favor of the Bank and the other Security Interests pursuant to the terms in this Agreement and in the appendixes hereto and/or the possibilities to exercise them, including by way of the appointment of a receiver on behalf of the Bank pursuant to a decision of a competent court for the sale thereof to a third party which obtains permits, approvals and authorizations as required under any law, and in respect of their enforceability subject to the approval of the Minister of Communications, to the extent required, pursuant to the provisions of Partner's licenses and the licenses of corporations under its control and/or the possibility of distribution of dividends in respect of Partner's shares and/or the creation of all other Security Interests under this Agreement.
2.8. There is no legal proceeding, claim, arbitration, litigation or administrative proceeding pending against the Borrower, and, to the best of its knowledge, there is no such proceeding threatened against it which is likely to have a material adverse effect on its ability to fulfill its obligations under the Credit Agreement.
2.9. The Borrower's documents of incorporation which are attached hereto as APPENDIX 2.9, are the up-to-date and binding documents of incorporation of the Borrower and no change has occurred therein.
2.10. The Notes Documents which are attached hereto as APPENDIX 2.10, are the up-to-date and binding documents and no change has occurred therein.
2.11. The Seller's Finance Documents which are attached hereto as APPENDIX 2.11, are the up-to-date and binding documents and no change has occurred therein.
2.12. The audited or reviewed financial statements of the Borrower, as the case may be, as at December 31, 2008 and as at June 30, 2009, consisting, INTER ALIA, of a balance sheet, statement of operations and statement of cash flows, which are attached to this Agreement as APPENDIX 2.12, have been prepared in accordance with generally accepted accounting principles and present fairly, the Borrower's financial position, its assets, debts and liabilities for the period covered thereby. Since such date no material adverse change has occurred in the Borrower's business position.
2.13. No owner's loans were provided to the Borrower and no capital notes were issued by the Borrower to its shareholders (hereinafter: the "OWNERS' LOANS TO SCAILEX"). Without derogating from the provisions of this Agreement, to the extent that the Owners' Loans to Scailex are provided, they will be subordinate to the Credit, they will not be settled, in whole or in part, prior to the settlement of the Credit in full, and also not by way of offset.
2.14. The Sale Agreement was duly signed by the Borrower and to the best of its knowledge, also by the Seller, and it is valid in all respects and is binding on the Borrower, and, to the best of its knowledge, also on the Seller, in accordance with its terms. Further, all consents, powers, and approvals have been obtained as required under any law and pursuant to the documents of incorporation of the Borrower and to the best of the Borrower's knowledge, also in accordance with the Seller's documents of incorporation in connection with the execution of the Sale Agreement and the fulfillment of all the obligations of the parties thereto. Apart from the Sale Agreement and the Seller's Finance Documents, there are no other agreements or understandings between the parties to the Sale Agreement, pertaining, directly or indirectly, to the issues formalized in the Sale Agreement and in the Seller's Finance Document. The Borrower will not agree to any amendment and/or revision and/or cancellation of any of the provisions of the Sale Agreement, amounting to a waiver of and/or prejudice to any of its rights under the Sale Agreement and/or will not waive any breach against it, all unless it has obtained the Bank's approval. The Borrower undertakes to comply with all its undertakings pursuant to the Sale Agreement and it is unaware of any right and/or claim and/or demand whatsoever in respect of the rescission of the Sale Agreement.
2.15. The Borrower's obligations in accordance with and pursuant to the provisions of the Sale Agreement are not in contravention of the Borrower's obligations in accordance with and pursuant to the provisions of the Credit Agreement in such manner as may prevent and/or adversely affect the fulfillment of the Borrower's obligations VIS-A-VIS the Bank in accordance with the Credit Agreement, in full and in a timely fashion, including, without limitation, preventing and/or adversely affecting the settlement of the Credit Facilities, in full and in a timely fashion.
2.16. Partner is a public company which was duly incorporated and registered in Israel and it is active and existing.
2.17. Partner's registered, issued and paid up capital is as follows: Registered - NIS 158,600,346; issued and paid up - 154,132,356 Ordinary Shares of NIS 0.01 par value each. The Purchased Shares will be owned by the Borrower on the Closing Day.
2.18. Apart from Partner's documents of incorporation and shareholders agreements attached as APPENDIX 2.18, a sale agreement as well as a general license granted to Partner Communication Ltd. for the provision of cellular phone radio services employing the cellular method and additional licenses to Partner and corporations under its control, no other document or agreement whatsoever exists on the date of the execution of this Agreement, determining and/or formalizing the rights attached to Partner's shares and/or which are related, directly or indirectly, to their holding or which confer additional rights or limit such rights. Furthermore, after the execution of this Agreement, no revision whatsoever will be introduced to the documents of incorporation and/or the shareholders agreements which adversely affects or hinders the rights attached and/or related to the Pledged Shares and/or which is liable to have a material adverse effect on the Bank's rights in accordance with the Credit Agreement, other than with the Bank's prior written approval.
2.19. To the best knowledge of the Borrower, there is no legal proceeding, claim, arbitration, litigation or administrative proceeding pending against Partner which is likely to have a material adverse effect on the Borrower's ability to fulfill its obligations under the Credit Agreement, and it is not aware of any such proceeding threatened against Partner which is liable to have a material adverse effect on the Borrower's ability to fulfill its obligations under the Credit Agreement.
2.20. To the best knowledge of the Borrower, the audited or reviewed financial statements of Partner, as the case may be, as at December 31, 2008 and as at June 30, 2009, consisting, INTER ALIA, of a balance sheet, statement of operations and statement of cash flows, which are attached to this Agreement as APPENDIX 2.20, were prepared in accordance with generally accepted accounting principles and present fairly, Partner's financial position, its assets, debts and liabilities for the period covered thereby. Since such date no material adverse change has occurred in Partner's business position.
2.21. All the information provided by the Borrower to the Bank in writing in respect of the Borrower is accurate and all the information provided by the Borrower to the Bank in writing in respect of Partner is accurate to the best knowledge of the Borrower. Further, the Borrower has no information which was not provided to the Bank, and which, had it been brought to its knowledge, would have reasonably resulted in the Bank's reluctance to enter into this Agreement and to provide the Credit in accordance with the terms of this Agreement.
2.22. The Borrower is not aware of the occurrence of any event and/or circumstances constituting or which are most probably likely to constitute in the future or after the giving of a notice or a warning, an event allowing the Bank to declare immediately due and payable any Credit whatsoever in accordance with the terms of the Credit Agreement.
2.23. As of the date of the execution of this Agreement, all the conditions and all the representations provided herein which refer to the date preceding its execution, have been satisfied, and, in the event of terms scheduled to be fulfilled subsequently pursuant to this Agreement and prior to the provision of the Credit, then the Borrower will act to obtain them and it is aware that the receipt and the implementation thereof in full and in a timely fashion, will constitute a condition precedent for the provision of the Credit in accordance with this Agreement.

3. UNDERTAKINGS

3.1. The Pledged Shares, the shares pledged in favor of Bank Leumi, the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, in favor of the Bank, the Borrower's rights to receive dividends in respect of the shares in Partner which are in its possession from time to time, as well as the other assets and rights to be encumbered in favor of the Bank in accordance with this Agreement, are free and clear, and will retain such status, apart from liens in accordance with this Agreement and the following liens:
3.1.1. A second fixed charge in favor of Bank Leumi on the Pledged Shares, provided it is in the format attached as APPENDIX 3.1.1.
3.1.2. A first fixed charge in favor of Bank Leumi on the Pledged Shares, in favor of Bank Leumi;
3.1.3. A first fixed charge in favor of Bank Leumi on 60% of the rights to receive dividend in respect of the Free Shares;
3.1.4. A first fixed charge in favor of the Seller on the rights to receive dividend in respect of the shares pledged in favor of the Seller.
3.1.5. A first fixed charge in favor of the Noteholders, to receive dividend in respect of the shares pledged in favor of the Noteholders.
3.2. The Borrower will not provide in the future any new loans and/or guarantees of any nature or type whatsoever to any person or any other entity whatsoever, apart from guarantees in the ordinary course of business, the aggregate balance of which at all times will not exceed NIS 20 M.
3.3. The Borrower undertakes not to obtain any credit or loans of any nature or type whatsoever from any person or any other entity whatsoever, including by means of extending an existing series of Notes or issue of Notes pursuant to an existing shelf prospectus and not to encumber by means of any lien whatsoever or at any level whatsoever (other than liens in favor of the Bank in accordance with the provisions of the Credit Agreement), nor sell, assign, transfer or grant any right of any nature whatsoever in its assets, shares or rights in corporations owned by it directly and/or to be owned by it directly from time to time (or any part thereof) (including Partner's Free Shares) to any third party whatsoever, including any lien, sale or grant of any right in the Borrower's assets which are encumbered in favor of third parties, including by way of a negative lien, on the date of this Agreement (if any) after the release thereof from the lien and/or the negative lien incumbent thereon, in any manner whatsoever or for any purpose whatsoever and will not undertake to implement such transactions, all other than:
3.3.1. Raising credit which will serve in effect on account of settlement of the Credit and the Credit under Bank Leumi's Financing Agreement which served for the purpose of financing the acquisition of part of the Purchased Shares at a ratio of 40% to the Bank and 60% to Bank Leumi.
3.3.2. Raising of unsecured credit which will be subordinate to the Credit and will not be settled (principal or interest), including not by prepayment or immediate payment prior to the settlement of the Credit, provided that the provider of the Credit has signed an appropriate subordination letter addressed to the Bank, in a format to the Bank's satisfaction.
3.3.3. Sales expressly permitted in accordance with the provisions of the Credit Agreement.
3.3.4. Encumbrance of additional Partner shares in favor of the Noteholders as provided in clauses 10.2 to 10.3 of the Certificates of the Series A, B, C and D Notes which were issued by the Borrower, in connection with the reduction of capital in Partner.
3.3.5. Encumbrance of other Partner shares in favor of the Seller as provided in section 4k of the Terms and Conditions of the Notes dated October 28, 2009 which were performed within the framework of the partial financing provided by the Seller for the acquisition of the Purchased Shares, in connection with the reduction of capital in Partner.
3.3.6. Credit Facilities to be provided by Bank Leumi to the Borrower pursuant to Bank Leumi's Financing Agreement and encumbrance of assets in favor of Bank Leumi pursuant to Bank Leumi's Financing Agreement.
3.3.7. Encumbrance of bank accounts in favor of the Trustee for the Notes and the Noteholders and the Trustee for the Seller and the Buyer, where the dividends in respect of the shares pledged in favor of the Notes and in respect of the shares pledged in favor of the Seller will be deposited, upon the declaration as immediately due and payable of the Credit Facilities provided by such parties, respectively.
3.4. The rate of the Free Shares in the Borrower's possession will not fall below 9.78% (with full dilution, not taking account of treasury shares), of the issued and paid up share capital of Partner. Notwithstanding the foregoing, the Borrower will be entitled to sell shares of the Free Shares even if after such sale the rate of the Free Shares in the Borrower's possession falls below the rate as aforesaid, provided that with respect to each sale of any of the Free Shares, all the following conditions have been fulfilled in full:
3.4.1. 40% of the sale proceeds of the shares sold out of the Free Shares will be transferred to the Borrower's account at the Bank and will serve for settlement on account of the Credit in accordance with the provisions set forth in clause 4.1.4 below;
3.4.2. The selling price of the shares as aforesaid will not fall below the price of their purchase as agreed under the Sale Agreement or the share market value as defined in clause 3.6 on the same date, whichever is lower, provided that the selling price does not fall below 90% of the market value; and
3.4.3. The Borrower will do its best to first sell the Marked Shares; and
3.4.4. The sale will not cause a breach of the provisions of clause 3.23 concerning the minimum holding of the Borrower in Partner.

3.5. The Borrower undertakes that if it sells Suny's Activity and/or Dynamics' Activity, the total sale proceeds will be transferred to the Borrower's account at the Bank and will serve for settlement (including prepayment) on account of the Credit in accordance with the provisions set forth in clause 4.1.4 below. 3.6.

3.6.1 The Borrower undertakes that: In the event that the ratio between the market value of the Pledged Shares and the unsettled balance of the Credit for the purchase of the Shares falls below 0.9 (even where the ratio increases subsequently), or where the Borrower has pledged additional shares in Partner in favor of Bank Leumi in accordance with clause 3.6 of Bank Leumi's Financing Agreement and subject to the provisions of this Agreement, whichever is earlier, the Borrower will give immediate notice thereof to the Bank, will promptly pledge in favor of the Bank, by means of a first fixed charge, additional securities to the satisfaction of the Bank, or additional Partner shares out of the Free Shares, but not more than 40% of the Free Shares (unless Bank Leumi's approval for a greater portion is obtained), being free and clear (hereinafter, in this sub-clause: The "ADDITIONAL PLEDGED SHARES (S/L)"). The number of the Additional Pledged Shares (S/L) will be equal to the product attained from dividing (a) The aggregate market value of the shares pledged in favor of the Bank on that date and the Additional Pledged Shares (S/L), by: (b) The unsettled balance of the Credit for the finance of the shares on that date, so that the outcome equals 1.1. The encumbrance of the Additional Pledged Shares (S/L) will be performed in a format similar to the pledge documents in respect of the Pledged Shares, together with an opinion and other related documents, including a blank share transfer deed, signed by the Borrower, as set forth in clause 6 below, all to the satisfaction of the Bank.

Encumbrance of additional shares pursuant to this sub-clause, will first be performed out of the Free Shares that are not the Marked Shares.

3.6.2 The Borrower undertakes that should it encumber additional Partner shares in favor of Bank Leumi as set forth in clause 3.3.6, the Borrower will give notice thereof in writing to the Bank and will pledge such shares in favor of the Bank to secure the Credit by means of a second fixed charge, being free and clear apart, from any such pledge to Bank Leumi. The encumbrance of the shares will be performed in accordance with pledge documents in a format similar to the second fixed charge documents in respect of the shares pledged in favor of Bank Leumi, together with an opinion and other related documents, as set forth in clause 6 below, all to the satisfaction of the Bank. In the event of the occurrence of a Revoking Event, the said pledge will become a first fixed charge, and the Borrower will attend to transferring to the Bank, from Bank Leumi, share certificates and blank share transfer deeds, in connection with the pledge of the said shares, if any are deposited with Bank Leumi.

3.7 The Borrower undertakes that all payments and dividends in respect of the Pledged Shares, the shares pledged in favor of Bank Leumi, the shares to be pledged in accordance with the Credit Agreement, including pursuant to clause 3.6, the Free Shares, the shares pledged in favor of the Noteholders (so long as no Event of Default has occurred pursuant to the Notes Documents and in respect of the relevant Note series wherein the Event of Default occurred) and the shares pledged in favor of the Seller, will be transferred in accordance with the provisions of clause 6.2 (so long as the Event of Default pursuant to the Seller's Finance Documents has not occurred). The Borrower further undertakes to update, where necessary, the irrevocable instructions attached as appendixes to clause 6.2 so that they apply at any time with respect to additional shares to be pledged in accordance with the Credit Agreement, including pursuant to clause 3.6 in favor of the Bank and additional shares which will be incorporated after the Closing Date and will be deemed as part of the shares pledged in favor of Bank Leumi, the Free Shares, the shares pledged in favor of the Noteholders and the shares pledged in favor of the Seller. Furthermore, the Borrower undertakes to amend the relevant pledge documents which are attached hereto as Appendix 6, respectively.
3.8 On the occurrence of a Revoking Event, the Borrower undertakes to act as follows:
3.8.1 To encumber in favor of the Bank, by a first fixed charge, and by means of a first assignment by way of encumbrance, unlimited in amount, as security for the Credit, 60% of all the Borrower's rights VIS-A-VIS Partner to receive dividend in respect of the Free Shares, being clear and free, in addition to the encumbrance as set forth in clause 6.1.4 below.

3.8.2 100% of all dividends and payments made and/or granted for all the Borrower's shares in Partner will be transferred directly to the Borrower's account at the Bank while dividends and payments in respect of the shares pledged in favor of the Noteholders will be paid so long as no Event of Default has occurred in accordance with the Notes Documents (and with respect to the relevant Note Series in which the Event of Default occurred) while dividends and installments in respect of the shares pledged in favor of the Seller will be paid so long as no Event of Default has occurred pursuant to the Seller's Finance Documents
3.9 The Borrower undertakes that no revision and/or amendment and/or cancellation will take place of any of the provisions of Bank Leumi's Financing Agreement and the documents prepared by virtue thereof, the Notes Documents and the Seller's Finance Documents, to the extent that they are likely to have a material adverse effect on the Bank's rights, either directly or indirectly, and will further report to the Bank of any revision introduced to the said documents, immediately upon the introduction thereof.
3.10 The Borrower undertakes not to agree that any other person should limit its capability or discretion as to the amendment of the Credit Agreement, apart from: (1) Restrictions existing under the Credit Agreement; (2) limitation in favor of the Seller made within the framework of the Seller's Finance Documents provided that such limitation will restrict the Borrower's discretion as to whether such revision shall have a material adverse effect on the Seller's rights, either directly or indirectly; and (3) A restriction in favor of Bank Leumi made within the framework of Bank Leumi's Financing Agreement, provided that such restriction shall limit the Borrower's discretion as to whether such revisions shall have a material adverse effect on Bank Leumi's rights, either directly or indirectly.
3.11 The Borrower undertakes to conduct, at the Bank's demand from time to time (but not more than once every calendar year), a valuation of Partner, which shall be conducted by an independent appraiser whose identity will be designated by the Bank. The cost of the valuation will be paid by the Borrower.
3.12 The Pledged Shares, the shares pledged in favor of Bank Leumi, the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6, in favor of the Bank and the Free Shares, will at all times be listed for trading on the Stock Exchange. Furthermore, these shares, apart from the Free Shares which constitute 6.65% of Partner's issued and paid up capital (with full dilution, without taking account of treasury shares, hereinafter: the "MARKED SHARES") will not constitute a part of the minimum holdings of "founder shareholders or their alternates" or part of the minimum holdings of "Israeli entities", as prescribed in section 22A of the General License to Partner Communication Ltd. for the provision of cellular phone radio services employing the cellular method or any other section coming IN LIEU THEREOF.
3.13 The Borrower undertakes not to perform on its own initiative, early redemption and/or prepayment of Notes issued by it and of any other credit taken by it (apart from prepayment as provided in clause 4.4 of Bank Leumi's Financing Agreement) and/or not to perform self acquisitions of Notes issued by it and/or of any other credit taken by it.
3.14 The Borrower undertakes that it will not pay, either directly or indirectly, in any manner or form whatsoever, to the Stakeholders in the Borrower, and/or to a company controlled by the Stakeholders in the Borrower, or controlled by any of them and/or to relatives of the Stakeholders in the Borrower, or to any of them and/or to anyone acting on their behalf, any amount whatsoever, including dividends, distribution, repayment of owners' loans, remuneration, expenses, management fee, consultation fee, participation fee and/or commissions, or any amount payable and/or to be payable to them on any other ground, either in money or in money equivalent, apart from, so long as no Event of Default has occurred, a distribution of dividend in an aggregate amount of up to NIS 50 M per calendar year and in the event that the unsettled balance of the Credit has decreased by at least 60% compared with the Credit amount on the Closing Date, up to NIS 100 M per calendar year as well as payments of remuneration, expenses and management fee in accordance with the terms of the agreements existing on the date of the Credit Agreement, all up to the settlement of the Credit Facilities in full, finally and absolutely.
3.15 The Borrower will neither undertake nor agree to the undertaking of any measure which shall adversely affect the Borrower's rights in the Pledged Shares, in the shares pledged in favor of Bank Leumi and in the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and/or adversely effect the Bank's rights as a pledgee of the Pledged Shares, the shares pledged in favor of Bank Leumi and the shares to be pledged in accordance with the Credit Agreement, including pursuant to clause 3.6 and the Bank's rights in accordance with this Agreement.
3.16 The Borrower hereby undertakes that no cancellation and/or revision whatsoever will take place in the provisions prescribed in its documents of incorporation which are attached hereto as Appendix 2.9 liable to have a material adverse effect on the Bank's rights in accordance with the Credit Agreement, other than with the Bank's prior written approval.
3.17 The Borrower will grant no exemption, insurance, indemnity undertaking or indemnification pursuant to an indemnify authorization, to the officers in the Borrower, apart from the purchase of officeholders' liability insurance and apart from granting indemnity to officers, all in accordance with the agreements existing on the date of the Credit Agreement.
3.18 The Borrower undertakes to comply with the terms and the requirements prescribed in the Permits and the Approvals granted and to be granted to it in connection with the Credit Agreement and the Sale Agreement, to uphold at all times all the requirements and terms applicable to it which are prescribed in the licenses granted to Partner and to corporations under its control and to exercise its controlling power in Partner so that Partner and the corporations under its control will at all times fulfill all the requirements and the terms with respect to Partner and its corporations, as the case may be.
3.19 The Borrower undertakes to meet the financial covenants as provided in clause 9.9 of this Agreement.
3.20 The Borrower undertakes to exercise its power as the controlling shareholder in Partner, so that Partner shall not pay, either directly or indirectly, in any manner or form whatsoever, to the Stakeholders in the Borrower, and/or to a company controlled by the Stakeholders in the Borrower, or controlled by any of them and/or to relatives of the Stakeholders in the Borrower, or to any of them and/or to anyone acting on their behalf, any amount whatsoever, and will not allow them to withdraw repayment of owners' loans, remuneration, expenses, management fee, consultation fee, participation fee and/or commissions, or any amount payable and/or to be payable to them on any other ground, either in money or in money equivalent, apart from, so long as no Event of Default has occurred, payments to directors and officers as is customary in public companies of a similar scale, all up to the settlement of the Credit Facilities in full, in a final and absolute manner
3.21 None of the shares in Partner which shall be in the Borrower's possession from time to time, will be a treasury share, and they will confer on their holders all the rights arising therefrom.
3.22 Up to the date of the full and final settlement of the Credit and so long as the Bank's prior written approval for acting otherwise is not obtained, no merger or spin-off or sale or purchase of a substantial asset will be carried out, as per the definition of these terms in clause 1 above.
3.23 Without limitation to the provisions of this Agreement, up to the date of the full and final settlement of the Credit and so long as the Bank's prior written approval for acting otherwise is not obtained, the Borrower will have a direct holding over some 37% (with full dilution, not taking account of treasury shares) of the issued and paid up share capital and of all the means of control in Partner and will control it while Mr. Ilan Ben Dov will control the Borrower, directly or indirectly.
3.24 The Borrower undertakes not to initiate resolutions at the general meeting at Partner on one of the issues set forth in clause 9.14 below and that if any of the said issues is brought before the general meeting at Partner, the Borrower will vote against the resolution on this issue. The Borrower agrees in advance that the Bank will be entitled to apply to the competent instance so as to receive any relief, including a mandatory injunction in order to enforce this undertaking on the part of the Borrower and the Borrower undertakes not to object to any such relief.
3.25 Without limitation to the provisions of the Credit Agreement, the Borrower undertakes not to create any debt of its own vis-a-vis Partner which is offsettable or subject to a lien vis-a-vis or in respect of its rights by virtue of shares in Partner, as shall be in its possession from time to time.
3.26 The Borrower undertakes to act, as of the Closing Date, as a controlling shareholder in Partner, so that an approval from the Ministry of Communications is obtained promptly for the registration of the Pledged Shares and additional shares to be pledged in favor of the Bank in accordance with the Credit Agreement, including pursuant to clause 3.6, in the name of Trust Company of Mizrahi Tefahot Bank or in the name of any other trustee, at the Bank's option, and so as to enter into all arrangements customary at the Bank in connection with the holding of shares in trust as aforesaid. The Borrower undertakes to sign, immediately upon obtaining the approval, if granted, all documents required to this end, including any amendment to pledge agreements, amendment to irrevocable instructions and a trust agreement. In any event, if and to the extent that other Pledged Shares in Partner are registered in the name of a trustee in favor of the Seller and/or the Noteholders or deposited in a securities deposit in the name of a trustee as aforesaid, then the registration of the Pledged Shares and the additional shares in the name of Trust Company of Mizrahi Tefahot Bank or in the name of any other trustee, as aforesaid, will take place not later than such date.
3.27 All the terms and undertakings set forth in the Credit Agreement as well as the Security Interests set forth therein, will be in full force and effect so long as not all the amounts payable and to be payable to the Bank pursuant to the Credit Agreement have been settled, all subject to the contents of the other provisions of this Agreement.

4. THE CREDIT AND THE TERMS THEREOF

4.1 The Credit for the purchase of the Shares will be subject to the following terms:
4.1.1 On the Closing Day, the total amount of the Credit will be provided as an NIS loan (unlinked) for a period of one month to three months, at the Borrower's option, bearing Prime interest.
4.1.2 At the end of the term of this loan and at the end of the term of each subsequent loan, the Borrower will be entitled to take from the Bank from time to time, NIS loans (unlinked) for a period of one month to three months, at the Borrower's option, bearing Prime interest. Each loan will serve for settlement of the balance of the principal of the preceding loan less amounts settled on such date. The last loan provided as aforesaid will be for a period ending on May 31, 2011, and on such date the total unsettled balance of the Credit principal will be settled.
4.1.3. Furthermore, the following provisions will apply to the said loans:
4.1.3.1 As a condition for the provision of the loans, the Borrower will advise the bank in writing, 7 business days in advance, prior to the provision of each loan, of the term of the loan selected by it.
4.1.3.2 As a condition for the provision of the loans, the Borrower will sign applications and loan documents as are customary at the Bank, and will declare that no Event of Default has occurred.
4.1.4 All dividends payable by virtue of the Pledged Shares, the shares pledged in favor of Bank Leumi (in the event of the occurrence of an Event of Default), the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and the irrevocable instructions as set forth in clause 6.2, will serve in full, on any date on which they are received (hereinafter: the "DATE OF RECEIPT"), according to the following sequence:
4.1.4.1 Settlement of interest and other payments that have fallen due up to (inclusive) the Date of Receipt, or up to (inclusive) 45 days after such date, in accordance with the provisions of the Credit Agreement. The amount to serve for settlement of interest and other payments up to (inclusive) 45 days after the Date of Receipt will be deposited in the Borrower's account in the Bank being clear and free, in a deposit encumbered by means of a first fixed charge, in favor of the Bank, as security for the Borrower's obligations under the Credit Agreement, up to the next due date, at which time the funds deposited in such deposit (including the accruals thereon), will serve for settlement on account of such repayment. The aforesaid deposit of the rights will be performed in accordance with encumbrance documents in a format similar to the encumbrance documents in connection with the Borrower's account at the Bank, together with other related documents, as set forth in clause 6 below, all to the satisfaction of the Bank. The said deposit will be subject to the terms customary at the Bank in respect of financial deposits of the same type and in the same currency, with similar amounts and for similar periods;
4.1.4.2 Settlement of 40% (and after the occurrence of a Revoking Event, 100%) of the interest installments that have fallen due up to (inclusive) the Date of Receipt, to the Seller or up to (inclusive) 45 days after the Date of Receipt in accordance with the Seller's Finance Documents and to the Holders of Series 1 and Series A to D Notes issued by the Borrower, in accordance with the Notes Documents, so long as no Event of Default has occurred;
4.1.4.3 The deposit of any amount in the Borrower's account at the Bank, being free and clear, in a deposit encumbered by means of a first fixed charge, in favor of the Bank, as security for the Borrower's obligations to the Bank under the Credit Agreement, so that at all times the amount in such deposit shall not fall below the total amount of NIS 20 M. The aforesaid deposit of the rights will be performed in accordance with encumbrance documents in a format similar to the encumbrance documents in connection with the Borrower's account at the Bank, together with other related documents, as set forth in clause 6 below, all to the satisfaction of the Bank. The said deposit will be subject to the terms customary at the Bank in respect of financial deposits of the same type and in the same currency, with similar amounts and for similar periods.
4.1.4.4 The balance will serve for settlement (including prepayment) on account of the Credit Facilities and the loans provided to the Borrower as aforesaid.

The Bank's total share in the sale proceeds of the Free Shares as stated in clause 3.4 and the total proceeds from the sale of Suny's Activity and/or Dynamic's Activity as provided in clause 3.5 will fully serve on any date on any date on which they are received for settlement (including prepayment) on account of the Credit Facilities and the loans provided to the Borrower as aforesaid. The Bank [sic].

4.1.5 Furthermore, the Borrower will pay interest on any date of termination of the relevant loan term (one month to three months), as well as on the date of the last payment on account of the Credit principal, in respect of the balance of the unsettled Credit principal, on any interest payment date, for the relevant loan term.
4.1.6 It is hereby agreed that in the event that any due date does not fall on a business day, such date will be postponed to the immediately subsequent business day.
4.1.7 The Credit will bear interest at the following rate:
4.1.7.1 Any loan to be provided as aforesaid will bear interest at an annual rate equal to Prime interest plus a margin at a rate equal to 1.8%, or plus any other annual rate as set forth in the table below:

THE INCREMENT IN THE ANNUAL RATE

EFFECTIVE DATE	IF ON THEEFFECTIVE DATETHE UNSETTLEDBALANCE OF THECREDIT PRINCIPALIN NIS M IS ASFOLLOWS:	THE INCREMENT IN IN THEANNUAL RATE TO THEPRIME WILL BE AS SETFORTH BELOW AS OF THEEFFECTIVE DATE(INCLUSIVE) UP TO THESUBSEQUENT EFFECTIVEDATE (EXCLUSIVE) OR UPTO THE DATE STATED INTHE TABLE:	TO THE PRIME IS 1.8% ORREVERTING TO 1.8%, IF ON THEEFFECTIVE DATE THE UNSETTLEDBALANCE OF THE CREDIT PRINCIPALIN NIS M, FALLS BELOW THE AMOUNTSET FORTH BELOW AS OF THEEFFECTIVE DATE UP TO (INCLUSIVE)THE SUBSEQUENT EFFECTIVE DATE(EXCLUSIVE) OR UP TO THE DATESET FORTH IN THE TABLE:

31.3.2010	From 250(inclusive) to285 (exclusive)	4.5%	250
	Exceeding 285(inclusive)	5%
30.9.2010	From 185(inclusive) to220 (exclusive)	4%	185
	Exceeding 220(inclusive)	5%
1.1.2011	From 95(inclusive) to125 (exclusive)Exceeding 125	3.5% (up to 31.3.2011)5% (up to 31.3.2011)	95 (the increment in the annualrate to Prime is, or revertsto,1.8%, as the case may be, upto 31.3.2011).
	(inclusive)

Furthermore, if on March 31, 2011, the unsettled balance of the Credit principal falls below NIS 60 M, the increment in annual rate to Prime will be 1.6% and where it exceeds NIS 60 M (inclusive), the increment in the annual rate to Prime will be 1.8%, all up to the date of the settlement in full of the Credit.

4.1.7.2 Notwithstanding that stated in clause 4.1.7.1, if and to the extent that the Credit or any part thereof is classified as Credit under special supervision or as credit which does not generate income or as a doubtful debt or as a debt that was reorganized or as a debt that it was resolved to reorganize or as a debt temporarily in arrears or any other problematic debt (as such terms are defined in the provisions of the law) (each of these events, hereinafter: "SPECIAL CLASSIFICATION"), then, the Bank will be entitled, at its exclusive discretion, to collect additional interest at a rate exceeding 1% (one percent) up to 3% (three percent) as the case may be, and in accordance with the Bank's exclusive discretion, over the interest rate prescribed in clause 4.1.7.1 of this Agreement.
4.2 The Credit for ongoing finance will be subject to the following terms:
4.2.1 A loan facility in the sum of up to NIS 200 M will be provided to the Borrower for current finance, which may be used after the fulfillment of all the conditions precedent as set forth in clause 13 below (hereinafter: the "CONDITIONS PRECEDENT") up to and not later than November 30, 2010. The loan amount to be actually provided will be in accordance with the Borrower's application but not more than the balance of its accounts receivable for a period not exceeding 180 days together with the value of the balance of inventory, as all set forth in the confirmation of the Borrower's CFO which will be addressed to the Bank and presented to it at the beginning of each month (hereinafter: the "CFO'S CONFIRMATION').
4.2.2 All loans will be in NIS (unlinked), bearing interest on the basis of Prime and will be provided for a period of one month.
4.2.3 At the end of the loan term the Borrower will be entitled to take from the Bank from time to time additional loans in accordance with the amount set forth in the CFO's Confirmation, with each loan serving for settlement of the balance of the principal of the previous loan.
4.2.4 As a condition for the provision of the loans, the Borrower will provide to the Bank the CFO's Confirmation and will sign an application for credit and loan agreements as are customary at the Bank and will further declare that no Event of Default has occurred.
4.2.5 Any loan provided out of this Credit Facility will bear interest at a rate equal to Prime plus a margin at a rate equal to 1% per annum.
4.2.6 Loans to be provided out of this Credit Facility will be subject to the provisions of clauses 4.1.4, 4.1.5, 4.1.6 and 4.1.7.2.
4.2.7 The term of the Credit Facility will be up to December 31, 2010 and any Credit in respect thereof will be repaid by such date, unless it was agreed with the Borrower to extend the Credit Facility for another period.
4.3 The Credit for Finance of Foreign Trade and Derivatives will be subject to the following terms:
4.3.1 A facility for finance of foreign trade will be provided to the Borrower (documentary credit, suppliers' credit, guarantees, etc.) and derivatives in a total amount of up to NIS 200 M, which will be realizable upon fulfillment of all the Conditions Precedent up to and not later than November 30, 2010.
4.3.2 Suppliers' credit will be provided in foreign currency under the terms customary at the Bank and as will be agreed with the Borrower. Documentary credit and guarantees will be provided to the Borrower under terms which are customary at the Bank and as will be agreed with the Borrower.
4.3.3 It will be possible to utilize part of this facility for activity as set forth in sub-clause (c) for the definition of "sale or purchase of a substantial asset" provided that the exposure of the Credit in connection therewith will not exceed NIS 100 M.
4.3.4 The term of the Credit facility will be up to December 31, 2010 and any credit in respect thereof will be repaid by such date unless agreed with the Borrower on the extension of the facility.
4.4 On the occurrence of an Event of Default, the following provisions shall apply:
4.4.1 In the course of the Rectification Period, if any, the Bank will be entitled, at its sole discretion, to collect additional interest at a rate exceeding by 1.5% (one and a half percent) the relevant interest rate ("RISK INTEREST").
4.4.2 As of the date on which the Bank became entitled to declare the Credit immediately due and payable and so long as the breach has not been rectified (provided it has been rectified prior to declaring the Credit immediately due and payable), including in the event that a waiver is given by the Bank in respect of the Event of Default, the Bank will be entitled, at its exclusive discretion, to collect arrears interest at a rate exceeding by 3% (three percent) the interest rate in respect of the relevant Credit (hereinafter: the "ARREARS INTEREST"), irrespective of whether or not the Bank has declared the Credit immediately due and payable.
4.4.3 The foregoing in clause 4.4.1 above will not apply to an Event of Default in accordance with the provisions of clause 9.1 of this Agreement, in respect of which the provisions of clause 4.4.2 above will apply as of the date on which the Event of Default occurred, in connection with the amount in arrears, including the total amount which was declared due and payable in accordance with the provisions of the Credit Agreement, if declared.
4.4.4 To remove any doubts, in the event that the Credit is declared immediately due and payable in accordance with the provisions of the Credit Agreement, arrears interest will be paid to the Bank up to the date of the full and final settlement of the unsettled balance of the Credit. The Bank will give notice to the Borrower, in writing, of the increase in the interest pursuant to this clause 4.4, immediately after the date of the increase in the interest as aforesaid.
4.5 If after the provision of the Credit to the Borrower, the Bank incurs any additional cost or damage in connection therewith, which did not exist on the date of the provision thereof, due to: (a) Various restrictions arising from the provisions of the law applicable and/or to be applicable to all commercial banks in Israel in respect of customers and credits of the same type and scale, or (b) in consequence of the breach of reporting duties on the part of the Borrower or breach of any other duties incumbent on the Borrower and where due to the breach thereof an additional cost is levied in accordance with the provisions of the law, the Borrower will pay to the Bank additional amounts to the extent required for such additional cost or damage. The Borrower will be entitled to prepay Credits due to which it was charged additional costs as aforesaid in this clause.
4.6 To remove any doubts, Credit that is settled will not be re-provided.

5. PREPAYMENT

5.1 The Borrower will be entitled to prepay, in whole or in part, at any time, the unsettled balance of the Credit, by giving a prior written notice of seven business days (without payment of a prepayment charge);
5.2 A notice of prepayment will be deemed to be irrevocable in respect of the total amount stated therein.
5.3 To remove any doubts, no amount of the Credit provided as set forth in clause 4 above which is settled by means of prepayment will be re-provided.

6. SECURITY INTERESTS

THE PLEDGES AND SECURITIES ARE AS FOLLOWS:

6.1 As security for the full and exact settlement of the Credit, the following securities will be provided:
6.1.1 First pledge and assignment by way of a lien, unlimited in amount, in respect of all the Borrower's present or future rights in the Borrower's account at the Bank, including the funds, the deposits, the securities and the rights that will be in the account and all accruals on credit balances in the account as they shall be from time to time, if there are any such accruals.

6.1.2 A first fixed charge, and first assignment by way of encumbrance, unlimited in amount, of the Pledged Shares, their accruals, their proceeds and all the rights vested and to be vested in respect and/or by virtue thereof, including the rights, the options, the funds and the assets owing or to be issued IN LIEU OF the Pledged Shares or in respect or by virtue thereof, including bonus shares, preference rights, rights to securities of any nature whatsoever in any corporation incorporated or otherwise, as well as all dividends in money or in kind, to be granted and/or made payable in respect thereof, all the Borrower's present or future rights, arising from such shares as the law and/or Partner's documents of incorporation and/or any other agreement whatsoever confer on their holder.
6.1.3 A second fixed charge, and second assignment by way of encumbrance, unlimited in amount, of the shares pledged in favor of Bank Leumi, their accruals, their proceeds and all the rights vested and to be vested in respect and/or by virtue thereof, including the rights, the options, the funds and the assets owing or to be issued IN LIEU OF the shares pledged in favor of Bank Leumi or in respect or by virtue thereof, including bonus shares, preference rights, rights to securities of any nature whatsoever in any corporation incorporated or otherwise, as well as all dividends in money or in kind, to be granted and/or made payable in respect thereof.

The Bank will not be entitled to realize the said encumbrance, so long as Bank Leumi has not confirmed that the Credit provided by it pursuant to Bank Leumi 's Financing Agreement has been settled in full (hereinafter: "REVOKING EVENT").

Notwithstanding the foregoing, in the event of realization of the first charge on the assets set forth in this sub-clause in favor of Bank Leumi (in whole or in part), the Bank will also be entitled to immediately realize the encumbrance registered in its favor as aforesaid, without derogating from the provisions of clause 11.

Upon the occurrence of a Revoking Event, the said encumbrance will become a first fixed charge.

6.1.4 A first fixed charge and first assignment by way of encumbrance, unlimited in amount, of 40% of all the Borrower's rights vis-a-vis Partner, to receive dividends for the Free Shares.
6.1.5 A first fixed charge and first assignment by way of encumbrance, unlimited in amount, of 40% of all the rights and amounts owing to the Borrower pursuant to the Sale Agreement, and in accordance with the Contracts Law (Remedies for Breach of Contract), 5731-1970.
6.1.6 A first fixed charge and first assignment by way of encumbrance, unlimited in amount, of 40% of all the rights and amounts owing to the Borrower pursuant to the shareholders agreements, and in accordance with the Contracts Law (Remedies for Breach of Contract), 5731-1970.
6.1.7 Without derogating from the provisions of the Credit Agreement, a first fixed charge and first assignment by way of encumbrance, unlimited in amount, of 40% of the Borrower's rights to repayment of the owners' loans provided (if any) and/or to be provided (if any) by the Borrower to Partner, as well as 40% of the Borrower's rights to receive amounts pursuant to the capital notes issued (if issued) and/or to be issued (if any) by Partner to the Borrower.

6.2.

6.2.1 Share certificates in respect of the Pledged Shares will be transferred to the name of the Nominee Company and the Pledged Shares will be deposited in the Borrower's account at the Bank, all by the Closing Day. To this end, the Borrower and the Nominee Company will sign a share transfer deed in the format attached hereto as APPENDIX 6.2.1. Furthermore, the share certificates in respect of additional Partner shares to be encumbered in favor of the Bank after the Closing Day as set forth in this Agreement, including pursuant to clause 3.6, will be transferred concurrently with the encumbrance of the additional pledged shares as aforesaid to the name of the Nominee Company and such additional pledged shares will be deposited in the Borrower's account at the Bank or in the event that such shares are Marked Shares, the shares will be in the Borrower's name and the share certificates in respect thereof will be deposited in the Borrower's account at the Bank. Upon the occurrence of a Revoking Event as defined in the Bank Leumi 's Financing Agreement, the Pledged Shares and additional shares to be pledged in favor of the Bank as aforesaid, or share certificates in respect thereof (as the case may be) will be deposited in the Borrower's account at Bank Leumi.
6.2.2 Share certificates in respect of the shares pledged in favor of Bank Leumi will be transferred to the name of the Nominee Company and will be deposited in the Borrower's account at Bank Leumi, all by the Closing Day. To this end, the Borrower and the Nominee Company will sign a share transfer deed in the format attached hereto as APPENDIX 6.2.2. Furthermore, the share certificates in respect of additional Partner shares to be encumbered in favor of Bank Leumi after the Closing Day, will be transferred concurrently with the encumbrance of the additional pledged shares as aforesaid to the name of the Nominee Company and such additional pledged shares will be deposited in the Borrower's account at Bank Leumi or in the event that such shares are Marked Shares, the shares will be in the Borrower's name and the share certificates in respect thereof will be deposited in the Borrower's account at Bank Leumi. Upon the occurrence of a Revoking Event, the shares pledged in favor of Bank Leumi and additional shares to be pledged in favor of Bank Mizrahi as aforesaid, or share certificates in respect thereof (as the case may be) will be deposited in the Borrower's account at the Bank.
6.2.3 The shares pledged in favor of the Noteholders will be in the name of the Borrower and the share certificates in respect thereof will be deposited with the Trustee for the Notes, all by the Closing Day. Furthermore, additional Partner shares to be encumbered in favor of the Noteholders after the Closing Day as set forth in clause 3.3.4 of this Agreement, will be in the Borrower's name and the share certificates in respect thereof will be deposited immediately after their encumbrance by the Trustee for the Notes.
6.2.4 The shares pledged in favor of the Seller will be in the name of the Borrower and the share certificates in respect thereof will be deposited with the Trustee for the Seller, by the Closing Day, and if and where the approval of the Minister of Communications is given in this context, the shares pledged in favor of the Seller will be in the name of the Seller's Security Trustee. Furthermore, additional Partner shares to be encumbered in favor of the Seller after the Closing Day as set forth in clause 3.3.5 of this Agreement and pursuant to its provisions, will be in the name of the Borrower and the share certificates in respect thereof will be deposited immediately after their encumbrance with the Trustee for the Seller, and if and where the approval of the Minister of Communications is given in this context, the shares pledged in favor of the Seller will be in the name of the Seller's Security Trustee.
6.2.5 The share certificates in respect of 40% of the Free Shares, apart from the Marked Shares, will be transferred to the name of the Nominee Company and the said shares will be deposited in the Borrower's account at the Bank, all by the Closing Day. To this end, the Borrower and the Nominee Company will sign a share transfer deed in the format attached hereto as APPENDIX 6.2.5.A. Furthermore, the share certificates in respect of 40% of Partner's shares included in the definition of "Free Shares" after the Closing Day, apart from the Marked Shares, will be transferred concurrently with their inclusion as aforesaid to the name of he Nominee Company and the additional Free Shares as aforesaid will be deposited in the Borrower's account at the Bank.

After the occurrence of a Revoking Event as defined in Bank Leumi's Financing Agreement, the Free Shares which are deposited at that time in the bank account, will be deposited in the Borrower's account at Bank Leumi.

Share certificates in respect of 40% of the Marked Shares, will be transferred to the name of the Borrower and will be deposited in the Bank, all by the Closing Day. To this end, a share transfer deed in the format attached hereto as APPENDIX 6.2.5.B. will be signed. Furthermore, the share certificates in respect of 40% of the Marked Shares which are included in the definition of "Free Shares" after the Closing Day, will be in the name of the Borrower and the share certificates in respect thereof will be deposited in the Bank.

After the occurrence of a Revoking Event as defined in the Bank Leumi's Financing Agreement, the share certificates in respect of the said Marked Shares will be deposited in Bank Leumi.

6.2.6 Share certificates in respect of 60% of the Free Shares, apart from the Marked Shares, will be transferred to the name of the Nominee Company and the said shares will be deposited in the Borrower's account at Bank Leumi, all by the Closing Day. Furthermore, the share certificates in respect of 60% of Partner's shares included in the definition of "Free Shares" after the Closing Day, apart from the Marked Shares, will be transferred concurrently with their inclusion as aforesaid to the name of he Nominee Company and the additional Free Shares as aforesaid will be deposited in the Borrower's account at Bank Leumi.

It is agreed that the said Free Shares, apart from the dividend rights and other payments in respect of such shares, will be excluded from the lien in favor of Bank Leumi on the Borrower's account at Bank Leumi and the Borrower will be entitled to act as an owner with respect to such shares, all subject to the provisions of Bank Leumi's Financing Agreement. Such exclusion will terminate on the date on which the Borrower is to encumber the said Free Shares in favor of Bank Leumi, in accordance with the provisions of Bank Leumi's Financing Agreement (in whole or in part), in respect of such shares as the Borrower has to encumber.

After the occurrence of a Revoking Event, the Free Shares which are deposited at that time in the Borrower's account at Bank Leumi, will be deposited in the Borrower's account at the Bank. The share certificates for 60% of the Marked Shares will be transferred to the name of the Borrower and deposited in Bank Leumi, all by the Closing Day. Furthermore, the share certificates for 60% of the Marked Shares falling within the definition of "Free Shares" after the Closing Day, will be in the name of the Borrower and the share certificates in respect thereof will be deposited in Bank Leumi.

After the occurrence of a Revoking Event, The share certificates in respect of such Marked Shares, will be deposited in the Bank.

6.2.7 All dividends and payments, shares and rights paid and/or granted in respect of the Pledged Shares will be transferred to the Borrower's account at the Bank. For the purpose of implementing the foregoing, the Borrower will sign, by the Closing Date, irrevocable instructions to the Nominee Company in the format attached as APPENDIX 6.2.7 hereto which will be approved by it. Upon the occurrence of a Revoking Event as defined in Bank Leumi's Financing Agreement, all dividends and payments, shares and rights paid and/or granted in respect of the said shares will be transferred to the Borrower's account at Bank Leumi and the Borrower undertakes to give revised irrevocable instructions to the Nominee Company, respectively, which will be approved by it.

6.2.8 All dividends and payments, shares and rights paid and/or granted in respect of the Pledged Shares in favor of Bank Leumi, will be transferred to the Borrower's account at Bank Leumi. For the purpose of implementing the foregoing, the Borrower will sign, by the Closing Date, irrevocable instructions to the Nominee Company in the format attached as APPENDIX 6.2.8 hereto which will be approved by it. Upon the occurrence of a Revoking Event, all dividends and payments, shares and rights paid and/or granted in respect of the said shares will be transferred to the Borrower's account at the Bank and the Borrower undertakes to give revised irrevocable instructions to the Nominee Company, respectively, which will be approved by it.
6.2.9 40% of all dividends and payments, paid and/or granted in respect of the Free Shares, the shares pledged in favor of the Noteholders and the shares pledged in favor of the Seller, will be transferred directly to the Borrower's account at the Bank. To this end, the Borrower will sign, by the Closing Date, irrevocable instructions to Partner or to the Nominee Company, as the case may be, in the format attached as APPENDIX 6.2.9.A. hereto which will be approved by them.

Upon the occurrence of a Revoking Event as defined in Bank Leumi's Financing Agreement, all such dividends and payments will be transferred to the Borrower's account at Bank Leumi and the Borrower undertakes to give revised irrevocable instructions to Partner or to the Nominee Company, as the case may be, respectively, which will be approved by them or to procure the revision of instructions given to Partner whose revision shall be approved by it, as the case may be.

6.2.10 60% of all dividends and payments, paid and/or granted in respect of the Free Shares, the shares pledged in favor of the Noteholders and the shares pledged in favor of the Seller, will be transferred directly to the Borrower's account at Bank Leumi.

6.2.11 The financial income transferred to the Borrower's account at the Bank as aforesaid will be subject to the provisions prescribed in clause 4.1.4 above.
6.3 As security for the exact and full settlement of the current credit, the following Security Interests will be provided (which will secure all the Credit Facilities), all in addition to the other Security Interests to be provided pursuant to this Agreement, and all in accordance with a Debenture to be agreed with the Bank and together with relevant minutes and attorney confirmations as customary.
6.3.1 First floating charge unlimited in amount on the entire inventory of the Borrower, of any nature or type and on all present or future rights, to receive funds of any nature or type from the Borrower's customers.
6.3.2 A first fixed charge unlimited in amount on all present or future rights, to receive funds: from Partner Communications Ltd., including under the document concerning principles for activity dated November 17, 2005, which was assigned to the Borrower and all the orders as they shall be from time to time, from Cellcom Israel Ltd., including pursuant to the MOU dated April 21, 2005, the extension of the contract dated September 21, 2008 and a technical appendix that were assigned to the Borrower and all orders as they shall be from time to time and from Pelephone Communications Ltd. including under the agreement dated July 10, 2008, and all orders as they shall be from time to time.
6.3.3 Assignments of rights and irrevocable instructions will be presented to the Bank, addressed to Partner Communications Ltd., Cellcom Israel Ltd. and Pelephone Communications Ltd., approved by them, for the transfer of all receipts payable to the Borrower, to the Borrower's account at the Bank, all in the format acceptable to the Bank.
6.3.4 First floating charge unlimited in amount on all the rights and assets, of any nature or type, relating to the activity of Dynamics and to Suny's Activity as well as a fixed charge on all the goodwill in connection with these activities.
6.4 As security for the accurate settlement in full of the Credit for finance of foreign trade and derivatives the following Security Interests will be provided (which will secure all the Credit Facilities), all in addition to the other Security Interests to be provided under this Agreement and all in accordance with a Debenture as shall be agreed with the Bank and together with relevant minutes and attorney confirmation as customary at the Bank.
6.4.1 First lien unlimited in amount on all documents and negotiable documents provided and/or to be provided to the Bank and/or which the Bank is holding or which were prepared in its name.
6.4.2 First fixed charge on all securities, rights, funds and deposits in the Borrower's accounts at the Bank as they shall be form time to time.

7. CHARGES AND EXPENSES

7.1 The Borrower will pay to the Bank the charges set forth below, in addition to other customary charges that are usual at the Bank.

The charges are as follows:

CHARGE	AMOUNT / RATE	DUE DATE	NOTES

Transaction charge	NIS 2,600,000	One fifth of thecharge on theexecution day ofthis Agreement andthe balance on theClosing Day.	One fifth of the charge tobe paid on the date of theexecution of this Agreementwill not be refunded to theBorrower in the event thatno closing takes place inaccordance with thisAgreement.
Charge for undertakingto provide the Creditif the Closing Dateoccurs after November30, 2009	1.5% per annum	The charge will bepaid one month inadvance.	The charge will becalculated on the basis ofthe actual number of daysthat pass between the dateof the execution of thisAgreement and the ClosingDay
Legal expenses	Up to NIS 60,000(not includingVAT), for legalservices to beprovided up to theClosing Date. Forlegal services tobe provided afterthe Closing Date -as stated in theNotes column.	Will be paid on anongoing basispursuant to invoicesto be sent and inany event will bepaid in full on theClosing Date	Will be paid to the Bank'sattorney directly, even ifthe Credit is not actuallyprovided, as specified inthe letter to Bank Leumidated September 21, 2009.Further, the Bank attorney'sfee will be paid for hishandling in respect ofeverything connected to andarising from this CreditAgreement after theprovision of the Credit andup to its final settlement,revision and consultation inrespect thereof, on thebasis of the work hoursactually invested and on thebasis of the tariffsspecified in the letter toBank Leumi dated September21, 2009.

Non-usage fee | 1% | Will be charged every quarter for unused balances in the previous quarter, on the basis of a daily computation. | For unused amounts out of the current Credit facility and trade transactions and derivatives. |

7.2 Additional charges will be collected in the event of revisions in the Credit Agreement, after the execution thereof, if there are any from time to time, and in such amount as shall be agreed between the Bank and the Borrower. Further, the Borrower will pay to the Bank from time to time, additional charges, as is customary at the Bank in accordance with the tariffs to be concluded with the Borrower for ordinary business activity.

7.3 By signing this Agreement, the Borrower hereby instructs the Bank, by means of irrevocable instructions, to debit, whenever it has to pay any charge, the Borrower's account at the Bank with the amount of such charge, as the case may be.

8. REPORTS

In this clause, the term "FINANCIAL STATEMENTS" shall have the meaning as follows:

8.1 PERIODIC REPORTS

8.1.1 Annual financial statements of the Borrower and of Partner on a consolidated and non-consolidated basis (separately, including notes), as at December 31 of the preceding year, immediately upon the execution thereof, and not later than March 31 of every year.
8.1.2 Quarterly financial statements of the Borrower and of Partner on a consolidated and non-consolidated basis (separately, including notes), immediately upon the execution thereof, and not later than two months from the end of each quarter.
8.1.3 At the Bank's demand from time to time, a forecast will be submitted and presented as to the Borrower's anticipated cash flows as well as additional information, where required, relating to the Borrower's solvency.

8.2 IMMEDIATE REPORTS

8.2.1 Without derogating from the provisions of this Agreement, a report of the dividends distributed by the Borrower and Partner, immediately after their declaration and a report on the issue of shares at Partner.
8.2.2 Without derogating from the provisions of this Agreement, a written report of any general meeting of the Borrower about to be held, not later than seven days prior to the date designated therefor, giving a full account of the issues on the agenda, and if there is a proposal on the agenda at the general meeting to adopt a resolution as to a change in the documents of incorporation, merger or spin-off, a sale transaction or acquisition of a substantial asset, approval of activities and transactions with officers or a controlling shareholder or with corporations which are stakeholders therein, distribution, distribution undertaking, changes in the structure of incorporation and/or changes in the essence of the Borrower's activities - also furnishing to the Bank the form of the proposed resolution not later than seven days prior to the holding of the meeting. Immediately after the holding of each general meeting of the Borrower, to submit to the Bank the minutes of the meeting, consisting of all the resolutions adopted therein.
8.2.3 Without derogating from the provisions of this Agreement, a written report of any general meeting of Partner about to be held, not later than seven days prior to the date designated therefor, giving full account of the issues on the agenda, and if there is a proposal on the agenda at the general meeting to adopt a resolution as to a change in the documents of incorporation, merger or spin-off, a sale transaction or acquisition of a substantial asset, approval of activities and transactions with officers or a controlling shareholder or with corporations which are stakeholders therein, or changes in the capital including an increase in the registered share capital or a decrease in capital, distribution, distribution undertaking, changes in the structure of incorporation and/or changes in the essence of Partner's activities also furnishing to the Bank the form of the proposed resolution not later than seven days prior to the holding of the meeting. Immediately after the holding of each general meeting of Partner, to submit to the Bank the minutes of the meeting, consisting of all the resolutions adopted therein.
8.2.4 The Borrower will submit to the Bank a copy of each approval, notice, report or any other document which the Borrower is obliged to submit to the Registrar of Companies and/or to any other authority pursuant to any law, in Israel or overseas, or which it received from them, immediately after the submission thereof to the Registrar of Companies and/or any other authority pursuant to any law as aforesaid or receipt thereof from them, provided that the issues in question are material to the Borrower or that they are liable to have a material adverse effect on the Bank's rights in accordance with the Credit Agreement. With respect to issues liable to have any criminal implication whatsoever, all correspondence will be submitted to the Bank.
8.2.5 The Borrower will submit to the Bank a copy of any confirmation, notice or report in accordance with the Sale Agreement and of any demand, claim or contention with respect to the Sale Agreement which the Borrower receives from the Seller or anyone acting on its behalf or which the Borrower submitted to the Seller or to anyone on its behalf, all immediately after the receipt of submission thereof, as the case may be.
8.2.6 Subject to and in accordance with the provisions of any law, any additional information and additional documents required by the Bank in connection with the transactions and financial position, of either the Borrower and/or Partner, as the case may be, from time to time.
8.2.7 In the event that the Notes issued by the Borrower have been rated, the Borrower will report of any reduction of the rating of the Notes, immediately after such rating reduction.
8.2.8 In the event that a creditor of the Borrower and/or a trustee for such creditor gave notice that there is a ground for declaring immediately due and payable any credit provided by such creditor and/or that an Event of Default has occurred with respect to such credit, all immediately after receipt of such notice, together with a copy of such notice.
8.2.9 The Borrower undertakes to report to the Bank, in writing, immediately upon learning of the occurrence of any Event of Default or of any change as set forth in clause 4.9.
1. DECLARATION AS IMMEDIATELY DUE AND PAYABLE

The Bank will be entitled to declare as immediately due and payable, the unsettled balance of the Credit, in whole or in part, on the occurrence of any one or more of the following events:

9.1 If the Borrower fails to pay to the Bank any amount whatsoever pursuant to the Credit Agreement. The Borrower will be entitled to rectify such Event of Default within seven days from the date of the occurrence thereof.
9.2 If the Borrower is in breach of any of its undertakings to the Bank, whether included in the Credit Agreement or included in any other document signed and/or to be signed on its part by virtue of the Credit Agreement, or should it turn out that any statement or confirmation issued by it is inaccurate, or if Partner should violate the irrevocable instructions set forth in clause 6.2 which are approved by it, the Borrower and Partner, as the case may be, will be entitled to rectify the Event of Default as aforesaid in respect of any undertaking or statement on their part within 20 days or within another period, if another period of rectification has been prescribed for the breach of the undertaking. Furthermore, in the event of a breach of any obligation whatsoever vis-a-vis the Bank pursuant to the Security Interests Documents, and the Event of Default has not been rectified within 20 days.
9.3 If the Borrower has breached its obligation under clause 3.6.1.
9.4 If one of the Security Interests and/or the other documents submitted to the Bank in accordance with clause 6 above, including the irrevocable instructions, is found to be invalid and/or unenforceable and/or where the contents thereof are not implemented and/or the Security Interests and/or the documents do not confer the level of encumbrance which they are purported to confer in accordance with this Agreement.
9.5 If a resolution is adopted at the Borrower or at Partner, concerning a merger or spin-off and/or a resolution concerning the sale or purchase of a substantial asset, as per the definition of these terms in clause 1, without obtaining the Bank's prior written approval, and such resolution is not cancelled within seven days.
9.6 If a resolution is passed at the Borrower or at Partner concerning voluntary liquidation without obtaining the Bank's prior written approval.
9.7 If receivership proceedings are instituted against the Borrower or Partner, including where a permanent or temporary liquidator is appointed or a temporary or permanent receiver or if rehabilitation or settlement proceedings are instituted or a creditors' composition and/or stay of proceedings pursuant to sections 350 and/or 351 of the Companies Law or in accordance with any additional or other law IN LIEU THEREOF or if the Borrower's name or Partner's name are deleted or scheduled to be deleted from the records of the Registrar of Companies (in the event of any temporary proceeding). An Event of Default which is the appointment of a temporary liquidator or a temporary receiver or a special administrator or a trustee, EX PARTE, will be rectifiable within 14 days from the occurrence thereof.

9.8 Attachments:

9.8.1 If any attachment/s is/are imposed:
9.8.1.1 On any asset serving as security for the Bank, including the rights to dividends and the dividends in connection with Partner's shares, all as set forth in clause 6 of this Agreement;
9.8.1.2 On any other asset whatsoever of the Borrower, in connection with debts exceeding in aggregate NIS 100 M.
9.8.1.3 On any asset whatsoever of Partner, in connection with debts exceeding in aggregate NIS 350 M.
9.8.2 If any attachment/s is/are imposed as aforesaid in clause 9.8.1 above, such Event of Default will be rectifiable within 30 days from the date of the occurrence thereof.

9.9 FINANCIAL COVENANTS:

If one or more of the financial covenants is/are not fulfilled.

9.9.1 In this Agreement, "the "FINANCIAL COVENANTS" each of the following, which will be examined by the Bank by the final settlement date of the Credit in full, in accordance with the quarterly and annual financial statements of the Borrower and of Partner (as the case may be), being audited or reviewed (as the case may be), as at the examination date, on the effective date for submission of the financial statements to the Bank as provided in clause 8.1 above (hereinafter: the "EXAMINATION DATE"):
9.9.1.1 The ratio between Partner's net financial debt and Partner's EBITDA will not exceed 3.
9.9.1.2 The ratio between: (a) Partner's total net financial debt plus the product attained by the division of the total net financial debt of the Borrower by the Borrower's holding rate in Partner on the Examination Date, and: Partner's EBITDA will not exceed:
9.9.1.2.1 Up to the end of the first quarter of 2011 - 6.
9.9.1.2.2 As of the end of the first quarter of 2011 onward - 5.
9.9.1.3 The ratio between: (a) The product of the Borrower's holding rate in Partner on the Examination Date times by Partner's net income and: The total maturities (principal, interest and linkage differentials in respect thereof, less the Borrower's cash balances on the Examination Date and less the sum of NIS 630 M) for the net financial debt (of the Borrower for the four quarters subsequent to the Examination Date (including the quarter in which the Examination Date took place), will not fall below:
9.9.1.3.1 In 2010 and in the first quarter of 2011 - 1.15.
9.9.1.3.2 As of the second quarter of 2011 onward - 1.3.
9.9.1.4 In this sub-clause:

"NET FINANCIAL DEBT" - an interest bearing debt less a cash balance.

9.9.2 The financial covenants are based on accounting standards, accounting principles, estimates and accounting policy (hereinafter: "ACCOUNTING TREATMENT") as applied in the most recent financial statements of the Borrower and of Partner (as the case may be) as at the date of this Agreement (hereinafter: the "MOST RECENT FINANCIAL STATEMENTS"). An Accounting Treatment which is different than that on the basis of which the Most Recent Financial Statements were prepared, but not only due to the application of the International Financial Reporting Standards (IFRS), new / other / any accounting standards whatsoever, either in Israel or overseas, a change in estimates and/or change in accounting policy (all the foregoing shall hereinafter be referred to, jointly or severally: "NEW ACCOUNTING TREATMENT"), is liable to result in changes having an effect on the financial covenants. Accordingly, the Borrower agrees as follows:
9.9.2.1 At any time that the Bank finds, at its exclusive discretion, that changes were introduced and/or are about to be introduced to the Borrower's financial statements or Partner's financial statements, due to a New Accounting Treatment, the Bank will be entitled, upon consultation with the Borrower, to prescribe the required changes in the financial covenants (hereinafter: the "REVISED FINANCIAL COVENANTS"), so as to adjust them to such changes, with a view to adapting them to the original economic purpose pursuant to which the covenants were established.
9.9.2.2 Should the Bank give notice to the Borrower of the Revised Financial Covenants - they will bind the Borrower as of the date of the Bank's notice being given and this Agreement will be deemed to include, as of the date of the giving of the Bank's notice, the Revised Financial Covenants.

9.10 ADVERSE EFFECT

9.10.1 ON THE OCCURRENCE OF ANY ADVERSE EFFECT.
9.10.2 In this Agreement, "ADVERSE EFFECT" any one of the following:
9.10.2.1 I an event has occurred or is expected to occur, the outcome of which is a material adverse effect on: (a) The businesses, the financial position, the liquidity status and the results of operations of the Borrower and/or Partner; and (b) The Borrower's ability to fulfill its obligations under the Credit Agreement pursuant to their terms.
9.10.2.2 If the economic value of the Security Interests as fallen in a manner liable to jeopardize the repayment of the unsettled balance of the Credit from the proceeds of the realization thereof.
9.11 In the event of a decline in the holding rate and/or if the control is terminated in contravention of the undertaking as set forth in clause 3.23 and the Event of Default has not been rectified within 7 days.
9.12. "CROSS EVENT OF DEFAULT"
9.12.1 On the occurrence of any event the outcome of which entitles any entity/ies, either in Israel or overseas, including the Seller, the Holders of the Notes issued by the Borrower and Bank Mizrahi to the right to declare immediately due and payable the Borrower's debts and liabilities in an aggregate amount exceeding NIS 100 M, or Partner's debts and liabilities, in an aggregate amount exceeding NIS 350 M, all in the course of a period of twelve calendar months and the Event of Default has not been rectified within 30 days.
9.12.2 If any entity/ies, either in Israel or overseas, including the Seller, the Holders of the Notes issued by the Borrower and Bank Mizrahi has/have declared immediately the debts and liabilities of Borrower due and payable in an aggregate amount exceeding NIS 100 M, or of Partner, in an aggregate amount exceeding NIS 350 M, all in the course of a period of twelve calendar months.
9.13 If a general meeting of the Borrower is convened on the agenda of which there is a proposed resolution adversely affecting its rights as a creditor, including on any of the issues set froth below: Change in the documents of incorporation, merger or spin-off, sale or purchase transaction of any substantial asset, approval of activities of and transactions with Stakeholders or corporations in which it is a Stakeholder, distribution, other than as prescribed in clause 3.14 above and/or distribution and/or distribution undertaking, changes in the structure of incorporation, changes in the essence of the Borrower's operations and/or any other action on the part of the Borrower that is liable to reduce the value of the Pledged Shares and/or the shares pledged in favor of Bank Mizrahi and/or the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and/or to adversely affect the Security Interests.
9.14. If a general meeting of Partner is convened on the agenda of which there is a proposed resolution adversely affecting its rights as a creditor, including on any of the issues set froth below: A resolution concerning dilution of shares (apart from such dilution as the Credit Agreements expressly permits), changes in the rights conferred by the Shares, merger or spin-off, sale or purchase transaction of a substantial asset, approval of activities and businesses with Stakeholders or corporations in which it is a Stakeholder or changes in capital, including an increase in the registered share capital (apart from an increase in the registered share capital as required for the purpose of the issue of shares that the Credit Agreement expressly permits or an increase in registered capital for the purpose of compliance with any regulatory requirement applicable to Partner), changes in the structure of incorporation, changes in the essence of Partner's operations and/or any other action on the part of Partner that is liable to reduce the value of the Pledged Shares and/or the shares pledged in favor of Bank Mizrahi and/or the shares to be pledged in accordance with the provisions of the Credit Agreement, including pursuant to clause 3.6 and/or to adversely affect the Security Interests.
9.15 In the event of any material change in the area of activity of the Borrower and/or of Partner.
9.16 If the Sale Agreement has expired or was rescinded or was declared by a competent authority to be null and void, in whole or in part.
9.17 If all or a substantial part of the assets of either the Borrower and/or Partner are sold.
9.18 If trading in the Borrower's shares on the Stock Exchange is suspended or ceased for a period exceeding 7 days and/or if trading in Partner's shares on the stock exchange where they are traded, is suspended or ceased for a period exceeding 7 days or if the Borrower's shares are delisted from trading on the Stock Exchange and/or if Partner's shares are delisted from the trading on the stock exchange where they are traded as foresaid.
9.19 If one of the licenses granted to Partners and/or the entities controlled by it for the purpose of their operations is suspended or cancelled, and, in the event of suspension - where such suspension is not cancelled within 30 days.
9.20 In the event of early redemption and/or prepayment which is forced on the Borrower, of the Notes issued by it and/or any other Credit taken by it.
9.21 If Partner performs a distribution to its shareholders not in accordance with their PRO RATA share in Partner's issued and paid up capital.
9.22 If one or more legal proceedings is/are instituted against the Borrower and/or Partner, or if a decision or a judgment was rendered in such proceedings, which, jointly or severally is liable to have a material adverse effect on the Borrower's ability to comply with its obligations under the Credit Agreement in accordance with the terms thereof.

To remove any doubts, in the event of declaring the Credit immediately due and payable (in whole or in part), arrears interest will be paid to the Bank as set forth in clause 4.4 above.

10. RECTIFICATION PERIOD

10.1 In this Agreement, "RECTIFICATION PERIOD" - means a period given, if any, in clause 9 of this Agreement, for rectification of the Events of Default entitling the Bank to declare all or any part of the Credit immediately due and payable. In the event that under the circumstances there will be more than one Event of Default, the Rectification Period will be the shortest period of the Rectification Periods prescribed in respect of the relevant Events of Default, and if, regarding one of the Events of Default, no Rectification Period has been prescribed, no Rectification Period will apply at all.

10.2 In any case of an event respecting which a Rectification Period is prescribed, the Bank will give the Borrower a prior written warning respecting the declaration of the Credit as immediately due and payable, and the Bank will be entitled to declare the Credit immediately due and payable only if the Event of Default has not been rectified by the end of the Rectification Period. However, if the Bank is of the opinion that its rights under the Credit Agreement are liable to be materially adversely affected in consequence of delaying its actions during the Rectification Period or if another Event of Default occurs which is not of the same nature, before the breach in respect of the previous Event of Default has been rectified, then the Bank will be entitled to declare the Credit immediately due and payable, immediately on the occurrence of the Event of Default. To remove any doubts, the Rectification Period will be counted from the date of the occurrence of the Event of Default and not from the date of the Bank's notice.
10.3 Furthermore, in respect of an Event of Default for which there is no Rectification Period, and to the extent that the delay of the declaration as immediately due and payable cannot, at the Bank's exclusive opinion, cause real damage to the Bank, the Bank will give a prior notice of the intention to declare the Credit immediately due and payable 7 days in advance. The foregoing in this clause will not apply to the occurrence of an Event of Default as set forth in clause 9.3, in respect of which, at any rate, the Bank will be entitled to declare the Credit immediately due and payable and to exercise the Security Interests without any prior notice, all subject to the provisions of clause 11.

11. EXERCISE OF THE SECURITY INTERESTS

12. THE CLOSING

12.1 CONDITIONS PRECEDENT FOR PROVISION OF THE CREDIT

12.1.1 There will be no impediment under the provisions of the law, to the provision of the Credit under the terms set forth in this Agreement and the provision of the Credit pursuant to this Agreement will not cause a deviation on the part of the Bank from the regulatory limitations imposed on it, including with respect to holding, by way of encumbrance, means of control, and from limitations as to minimum capital ration, liability of a "single borrower" and of a "group of borrowers" to which the Borrower belongs (these terms will be interpreted as per the definition thereof in the directives on the various issues issued by the Bank Commissioner at the Bank of Israel, as they shall be in effect on the date of the provision of all or any part of the Credit) and/or any other deviation due to which the Bank is charged with payment of fines, and, further, no adverse effect will occur in the restrictions applicable to the Bank on the date of the execution of this Agreement, due to any change in the statutory provisions which in the opinion of the Bank adversely affects the provision of the Credit under the terms set forth in this Agreement.
12.1.2 No Event of Default has occurred and no circumstances have taken place which, if not rectified by the end of any Period of Rectification (if such is designated in this Agreement) will become an Event of Default.
12.1.3 All the acts that are supposed to be performed in accordance with this Agreement by or on the Closing Date, will be performed.
12.1.4 Deposit in concentration account no. 73600/29 in branch 800 at Bank Leumi, in the Borrower's name (hereinafter: the "CONCENTRATION ACCOUNT"), of a financial amount which together with the Credit amount constitutes the amount of the consideration for the purchase of the shares purchased by the Borrower pursuant to the Sale Agreement.
12.1.5 Compliance with all the conditions precedent in accordance with the Sale Agreement and performing the Closing thereunder, concurrently with the provision of the Credit, including acquisition of the shares purchased by the Borrower, being free and clear, performance of the Closing pursuant to the Seller's Finance Documents, performance of the Closing in accordance with the Finance Agreement dated October 28, 2009 which was signed by and between Bank Leumi and the Borrower and performing the Closing pursuant to agreements for the sale of part of the Purchased Shares to Bank Leumi and to other entities to whom the Borrower undertook to sell shares in Partner on the Closing Day, and all concurrently with the provision of the Credit, as well as obtaining the Borrower's written approval for the implementation of the foregoing.
12.1.6 In the Borrower's account at the Bank, such amounts will be deposited as are sufficient to effect all charges and payments as provided in clause 12.3.2.4.
12.1.7 Receipt of the Security Interests Documents, the agreements, the irrevocable instructions and the undertakings as set forth in clause 6, duly signed by the relevant parties, as the case may be.
12.1.8 Receipt of the required approvals at Partner and/or by Partner for the performance of the Borrower's obligations in the Credit Agreement.
12.1.9 Receipt of legal opinions as to the validity of the liabilities and the Security Interests in accordance with the Credit Agreement.
12.1.10 Receipt of a written notice from the Borrower, 7 business days prior to the Closing Date concerning the term of the loan selected by it as provided in clause 4 above.
12.1.11 Receipt of "applications for provision of credit" and loan agreement in accordance with the Credit terms as provided in this Agreement, signed by the Borrower, in the format customary at the Bank.
12.1.12 Receipt of a statement (Bring Down) from the Borrower in the format attached hereto as APPENDIX 12.1.12 that:
12.1.12.1 All representations, declarations and undertakings made by it pursuant to the Credit Agreement are accurate and valid and no material adverse effect has occurred therein as at the Closing Day;
12.1.12.2 There is no need for receipt of understandings and/or permits and/or additional approvals for the provision of the Credit, for the creation of the Security Interests and for the enforceability thereof and as for the enforceability thereof subject to the approval of the Minister of Communications, to the extent required, in accordance with the provisions of Partner's licenses and licenses of corporations under its control and to the performance of all the obligations under the Credit Agreement.
12.2 If and to the extent that the Borrower find that any of the conditions enumerated in this clause 12.1 is not about to be fulfilled or is not fulfilled by the Closing Day, the Borrower will give a written notice to that effect to the Bank, immediately after it learns of the threatened failure or the failure to fulfill such condition.

12.3 PERFORMANCE OF THE CLOSING

12.3.1 Up to and not later than the Closing Day (inclusive), the Borrower will furnish to the Bank the following documents, for the purpose of and in connection with the provision of the Credit, in such manner and under such terms as are prescribed in this Agreement:
12.3.1.1 Confirmation from Bank Leumi concerning deposit of the amounts in the Concentration Account as provided in clause 12.1.4.
12.3.1.2 Obtaining the Seller's confirmation that it has received the amount of the consideration for the acquisition of the shares purchased by the Borrower pursuant to the Sale Agreement concurrently with the performance of the transfer as provided in clause 12.3.2.1.
12.3.1.3 The Borrower's confirmation concerning the performance of the closings pursuant to the agreements as provided in clause 12.1.5 concurrently with the provisions of the Credit.
12.3.1.4 The Security Interests Documents as provided in clause 6.
12.3.1.5 Share certificates for the shares pledged in the name of the Nominee Company as well as a copy of the Register of the Shareholders of Partner, compatible with such share certificates and the undertaking included in clause 3.12.
12.3.1.6 Receipt of a copy of the share certificates in respect of the Shares encumbered in favor of Bank Leumi, the Free Shares, the shares pledged in favor of the Noteholders and the shares pledged in favor of the Seller with the registration therein being in accordance with the provisions of clause 6 as well as a copy of the register of Partner's shareholders, in keeping with the said share certificates and the undertaking included in clause 3.12.
12.3.1.7 Approvals required as provided in clause 12.1.8.
12.3.1.8 Legal opinions as to the validity of the liabilities and the Security Interests as provided in clause 12.1.9.
12.3.1.9 "Applications for Credit" and loan agreement as provided in clause 12.1.11.
12.3.1.10 Bring Down statement as provided in clause 12.1.12.
12.3.1.11 Minutes of the Borrower's competent organs, approving the contractual engagement under this Agreement and the performance of all the obligations included therein and authorizing the signatories to this Agreement to sign on behalf of the Borrower as well as together with an attorneys' confirmation as to the validity of the resolutions under any law.
12.3.2 On the Closing Day and subject to the fulfillment of the Conditions Precedent as provided in clause 12.1 and in additional to the provisions of sections 6 and 12.3, the following actions will be performed concurrently, and the Borrower hereby instructs the Bank to perform the following acts, all subject to and in accordance with the provisions of the Credit Agreement:
12.3.2.1 The provision of the Credit in the Borrower's account and the transfer thereof to the Concentration Account.
12.3.2.2 The transfer of the funds deposited in the Concentration Account to an account or accounts in the name of the Seller or anyone acting on its behalf, pursuant to the Seller's instructions, the details of which will be given to the Bank in writing by the Seller.
12.3.2.3 Deposit of funds as provided in clause 12.1.6.
12.3.2.4 Charging the Borrower's account at the Bank with charges due to the Bank as well as with the Bank attorney's fees.
1. PRECONDITIONS FOR THE PROVISION OF THE CURRENT CREDIT AND THE CREDIT FOR FOREIGN TRADE AND DERIVATIVES
13.1 The Borrower has furnished to the Bank all the securities as set forth in this Agreement, the securities are valid and there is no lien which has precedence over them.
13.2 The CFO's Confirmation has been furnished to the Bank.
13.3 There is no legal impediment to it and it is not in conflict with the provisions of the law and/or in contravention of the directives of the Supervisor of Banks (including Proper Banking Management Directive No. 311: "Minimum Capital Ratio", Directive No. 312: "Transactions of a Banking Corporation with Related Persons" and Directive No. 313: "Restrictions on Liability of a Borrower and of a Group of Borrowers" and/or any similar directive IN LIEU THEREOF) and/or it does not cause any deviation therefrom.

14. MISCELLANEOUS

14.1 If the Closing does not take place by February 16, 2010, this Agreement will be rescinded and the Bank will have no obligation thereunder.
14.2 The Borrower agrees that the Bank will be entitled to transfer to Bank Leumi or anyone acting on its behalf and to anyone IN LIEU thereof all data and/or documents and/or information in connection with the Credit Agreement.
14.3 Every document to be furnished and/or signed in favor of the Bank will be in such format and under such terms as will be concluded with the Bank, subject to obtaining an approval concerning the adoption of an appropriate resolution by the relevant organ in the corporation, that will sign the document and together with an attorney's confirmation as to the validity of the resolutions in accordance with any law.
14.4 Nothing in the provisions of this Agreement will vest in any third party any rights whatsoever.
14.5 A waiver by either of the Parties of a previous breach or failure to fulfill any one or more of the obligations to such Party and/or failure to uphold any condition whatsoever under the Credit Agreement, will not be deemed as justification for another violation or another failure to uphold any such condition or undertaking; and refraining on the part of either of the Parties from using any right whatsoever granted to it under the Credit Agreement or under any law will not be interpreted as a waiver of such right, and the other party hereby waives any claim or demand in connection therewith. No concession or waiver in respect of any of these conditions on the part of either of the Parties shall bind such Party and will not constitute a justification for failure to uphold any of these conditions unless made in writing by the other Party.
14.6 Upon fulfillment of the conditions prescribed therefor, the Bank will be entitled to exercise all the Security Interests provided to it under the Credit Agreement or only a part thereof. Further, the Bank will be entitled to realize the said Security Interests at once or one after the other, at the Bank's discretion, subject to the provisions of clause 11.
14.7 The Borrower undertakes to collaborate and to exercise controlling power in Partner in order to implement the provisions of this Agreement, including the execution of documents and/or confirmations as may be required to this end, obtaining permits and approvals as may be required after the Closing Day, including for the purpose of the creation of additional liens in accordance with the provisions of the Credit Agreement and the transfer of information and documents pursuant to the provisions of the Credit Agreement and further undertakes not to adversely affect, through any act or omission, the performance of any of the obligations under the Credit Agreement and/or the Security Interests to be provided thereunder.
14.8 The Borrower's rights under the Credit Agreement and/or the documents referred to therein or related thereto are not assignable or transferable in any manner whatsoever.
14.9 The Bank will be entitled to sell participation in the Credit to a banking corporation or to another entity laid down in the First Schedule to the Securities Law, without requiring the Borrower's approval. Furthermore, the Bank will be entitled to transfer or assign rights in the Credit and/or the Security Interests pursuant to the Credit Agreement to a banking corporation or to another entity laid down in the First Schedule to the Securities Law which has assumed the terms of this Agreement. Any transfer or assignment of the Security Interests as aforesaid, will be performed subject to the approval of the Minister of Communications, to the extent required, pursuant to the provisions of Partner's licenses and the licenses of corporations under its control.

14.10 Subject to the provisions of any law, the Borrower will not be authorized to present this Agreement to any entity, apart from a competent authority pursuant to the law and to the organs in office at the Borrower and to the shareholders at the Borrower, and subject to the signing of a confidentiality undertaking, to whomsoever seeks to invest or purchase shares in the Borrower, other than with the Bank's prior written approval.
14.11 All fees and reasonable expenses applicable, if any, in connection with the Credit Agreement and other documents to be signed in connection therewith or thereunder, including with respect to their registration, will apply to and be paid by the Borrower.
14.12 All the appendixes attached hereto constitute an inseparable part hereof.
14.13 The section headings herein are for purposes of convenience only and will not be used for its interpretation in any manner whatsoever.
14.14 The management terms and the appendixes hereto (hereinafter: the "OTHER DOCUMENTS") shall add to rather than derogate from the contents of this Agreement. However, in any event of a conflict between a provision laid down in the Other Documents as aforesaid and a provision laid down in this Agreement, the provision in this Agreement shall prevail. To remove any doubts it is hereby clarified that the foregoing is limited to cases where there is express reference to a particular issue, both in this Agreement and in the Other Documents. It is further clarified that in any event where there is a reasonable possibility to interpret the conflicting provisions as cumulative provisions they will be interpreted as such.
14.15 Any notice forwarded by registered mail by the Bank or by the Borrower to their address as set out below or to any other address of which they have given a written notice, will be deemed to have reached its addressee within three days from its dispatch, and if hand delivered - upon the delivery thereof and if transmitted by facsimile - on the first business day after the date of dispatch. The addresses are as follows:

Borrower: Attn.: Mr. Yahel Shahar, 48 Ben Zion Galis St., Petach Tikva 49277, fax no.: 03-6300424, with a copy to Yossi Avraham & Co., Law Offices, 3 Daniel Frisch St., Tel Aviv 64731, fax no.:03-6963801..

The Bank: Attn.: Alon Azugi, 7 Jabotinsky St., Ramat Gan, fax no.: 03-7559079.

IN WITNESS WHEREOF WE HAVE SIGNED:

(-Stamped & Signed-) ------------------------ SCAILEX CORPORATION LTD.

By: /s/ Yahel Shahar /s/ Shahar Rahim --------------------------------------- Position: CEO CFO

ATTORNEY'S AUTHENTICATION

I, the undersigned, Yossi Rosenblum, Advocate, hereby confirm that Mr. Yahel Shahar and Mr. Shahar Rahim signed this Agreement on October 28, 2009 on behalf of Scailex Corporation Ltd.

28.10.09 (-Stamped & Signed-) -------- -------------------- Date Name of Attorney

BANK'S CONFIRMATION

We hereby confirm our consent to this Agreement.

/s/ /s/ Date: 28.10.09

------------------------- Bank Mizrahi Tefahot Ltd. EXHIBIT 6 SCAILEX CORPORATION LTD. US$300,000,000 FIXED RATE SECURED BULLET NOTES DUE APRIL 27, 2014 -------------------------------------------------------------------------------- PLACEMENT AGREEMENT

Comment/Description:

Filename: exhibit_6.txt

(this header is not part of the document)

Type: EX-99

CLAUSE		PAGE
1.	Interpretation	1
2.	Issue of the Notes	3
3.	Representations and Warranties by the Issuer	4
4.	Undertakings by the Issuer	5
5.	REDEMPTION	6
6.	RIGHT OF FIRST REFUSAL	6
7.	TAXES OF INVESTOR	6
8.	Closing	7
9.	Termination	8
10.	Time	10
11.	Notices	10
12.	Law and Jurisdiction	12
13.	Counterparts	12
14.	AMENDMENT	12
15.	LANGUAGE	12

THIS AGREEMENT (including any Schedules, Annexes and Exhibits hereto, as may be amended, supplemented, or otherwise modified from time to time, the "AGREEMENT") is made on October 28, 2009

BETWEEN

(1) SCAILEX CORPORATION LTD., a company incorporated under the laws of the State of Israel under company number 52-003180-8, with its principal place of business at 48 Ben Zion Galis St., Segula Industrial Park, Petach Tikva, Israel 49277(the "ISSUER"); and
(2) ADVENT INVESTMENTS PTE LTD, a company incorporated under the laws of Singapore, with its principal place of business at 1 Temasek Avenue, #27-01, Millenia Tower, Singapore 03919, ("INVESTOR").

WHEREAS

(A) The Issuer has authorised the creation and issue of US$300,000,000 in aggregate principal amount of Fixed Rate Secured Bullet Notes due April 27, 2014 (the "NOTES").
(B) On the Purchase Date, subject to the terms of this Agreement, the Issuer will issue and the Investor will purchase US$300,000,000 of the Notes.
(C) The Notes will be in registered form and in the minimum denominations of US$100,000. Each person in whose name Notes are from time to time being registered in the Register ("NOTEHOLDER") shall be the Noteholder of those Notes and its interest in those Notes will be evidenced by certificates (each, a "CERTIFICATE").
(D) The Notes will be constituted by the Trust Deed entered into between the Issuer and Hermetic Trust (1975) Ltd. (the "TRUSTEE") as trustee for the holders of the Notes from time to time.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 DEFINITIONS

In this Agreement the following expressions shall have the following meanings:

"AFFILIATE" shall have the meaning assigned to such term in the SPA;

"AGREEMENT" shall have the meaning assigned to such term in the preamble;

"BUSINESS DAY" means any day on which banks are open for business in the State of Israel and New York City;

"COMPANY" means Partner Communications Company Ltd, Registration Number 52-004431-4;

"CONDITIONS" means, in respect of the Notes, the Terms and Conditions of the Notes to be endorsed on the Certificates of the Notes as scheduled to the Trust Deed, and any reference to a numbered "CONDITION" is to the correspondingly numbered provision thereof;
"CONDITIONS PRECEDENT" means the conditions precedent set out in Clause 8.3 (CONDITIONS PRECEDENT FOR PURCHASE DATE);
"DEBENTURE" means (i) the debenture in the form of Schedule 1 hereto (as may be amended, supplemented, or otherwise modified from time to time) pursuant to which, INTER ALIA, the Issuer creates a first ranking Fixed Charge on 17,142,858 Shares, together with all rights and privileges attached to such Shares or connected therewith (including, without limitation, dividends and participation in any distributions, bonus shares, voting rights, and any other right vested in the holder of Shares under any Applicable Law and the articles of incorporation of the Company) and a first ranking fixed and floating charge over account no. 101-014504 in the name of Issuer at HSBC Bank plc (Tel-Aviv branch) (including, without limitation, all amounts and assets deposited therein from time to time); and (ii) any additional debenture created pursuant to Sections 4(k) and/or 4(r) of the Conditions;
"EVENT OF DEFAULT" means any one of those circumstances described in Section 10 of the Conditions (EVENTS OF DEFAULT);
"ISSUE DOCUMENTS" shall have the meaning assigned to such term in the Conditions;
"NOTES" as defined in the recitals hereto;
"PERSON" shall have the meaning assigned to such term in the Conditions;
"PURCHASE DATE" means, the Closing Date as defined in the SPA;
"SHARES" means ordinary shares of the Company with par value of NIS0.01 each.
"SPA" means a certain Share Purchase Agreement dated 12 August 2009, between the Issuer (as purchaser) and the Investor (as seller) as may be amended, supplemented, or otherwise modified from time to time;
"SUBSIDIARY" means any entity in which any Person holds: (i) more than 50% of the issued share capital or participation interests; (ii) such share capital as carries directly or indirectly, more than 50% of the shareholder votes in a general meeting; or (iii) the ability to appoint or elect more than 50% of the directors or equivalent of such entity;
"TRUST DEED" shall mean the Trust Deed attached in the form of Schedule 2 hereto, as may be amended, supplemented, or otherwise modified from time to time;
"US$" and "US DOLLARS" denote the lawful currency for the time being of the United States of America.

1.2 CLAUSES AND SCHEDULES

Any reference in this Agreement to a Clause, a sub-clause or a Schedule is, unless otherwise stated, to a clause or sub-clause hereof or a schedule hereto.

1.3 LEGISLATION

Any reference in any Issue Document to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

1.4 HEADINGS

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.

1.5 ADDITIONAL DEFINITIONS

Any capitalized terms herein not otherwise defined shall have the meaning assigned thereto in the other Issue Documents or, if such terms are not defined in any other Issue Document, they shall have the meaning assigned thereto in the SPA, in each case unless the context otherwise requires.

2. ISSUE OF THE NOTES

2.1 UNDERTAKING TO ISSUE

The Issuer undertakes to the Investor that, subject to and in accordance with the provisions of this Agreement and the other Issue Documents:

2.1.1 ISSUE OF NOTES: the Notes will be issued by the Issuer to the Investor, on the Purchase Date, in accordance with this Agreement and the Trust Deed PROVIDED, HOWEVER, THAT the aggregate principal amount of the Notes to be issued, subject to the terms of this Agreement, on the Purchase Date shall be US$300,000,000; and
2.1.2 ISSUE DOCUMENTATION: it will, on or before the Purchase Date, execute the Issue Documents.

2.2 INVESTOR ALLOCATION OF NOTES TOWARDS PURCHASE PRICE UNDER SPA

The Investor undertakes to the Issuer that, subject to and in accordance with the provisions of this Agreement, US$300,000,000 of the Notes issued to the Investor by the Issuer on the Purchase Date shall be allocated towards the Base Purchase Price on such terms and conditions set forth in Section 2.2 of the SPA. For the avoidance of doubt, no funds shall be transferred from the Investor to the Issuer as consideration for the issuance of the Notes.

1. REPRESENTATIONS AND WARRANTIES BY THE ISSUER
3.1 ISSUER'S REPRESENTATIONS

The Issuer represents and warrants to the Investor that:

3.1.1 INCORPORATION, CAPACITY AND AUTHORISATION: the Issuer is duly incorporated, validly existing under the laws of the State of Israel with full power and capacity to own or lease its property and assets and to conduct its business and is lawfully qualified to do business in the State of Israel; the Issuer has full power and capacity to create and issue the Notes on the Purchase Date, to execute this Agreement and the other Issue Documents and to undertake and perform the obligations expressed to be assumed by it herein and therein, and the Issuer has taken all necessary action to approve and authorise the same;
3.1.2 NO VIOLATION/DEFAULT: the Issuer is not (i) in breach of its constitutive documents or (ii) in default in the performance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound which, in either case at the reasonable discretion of Noteholders comprising not less than 66.7% of the Principal Amount Outstanding, may adversely affect the rights of the Noteholders in any material respect;
3.1.3 NO BREACH: the creation, issue and sale of the Notes by the Issuer on the Purchase Date by the execution of this Agreement and the other Issue Documents and the undertaking and performance by the Issuer of the obligations expressed to be assumed by it herein and therein will not conflict with, or result in a breach of or default under, the laws of the State of Israel, any agreement or instrument to which the Issuer is a party or by which it is bound or in respect of indebtedness in relation to which it is a surety, which in either case at the reasonable discretion of Noteholders comprising not less than 66.7% of the Principal Amount Outstanding, may adversely affect the rights of the Noteholders in any material respect;
3.1.4 LEGAL, VALID, BINDING AND ENFORCEABLE: this Agreement constitutes and, upon execution and delivery by or on behalf of the Issuer, the other Issue Documents will constitute legal, valid, binding and enforceable obligations of the Issuer. On the Purchase Date the Debenture will validly and effectively create the security it purports to create as described therein;
3.1.5 STATUS: the Notes will constitute direct, general and unconditional obligations of the Issuer which (i) rank PARI PASSU among themselves and (ii) will, as a result of the Debenture, rank senior to all existing and future indebtedness of the Issuer in respect of the Shares pledged under the Debenture;
3.1.6 APPROVALS: all authorisations, consents and approvals required by the Issuer and/or the Company in connection with the creation, issue and sale of the Notes on the Purchase Date, the execution of this Agreement and the other Issue Documents, the performance by the Issuer of the obligations expressed to be undertaken by it herein and therein have been obtained and are in full force and effect;
3.1.7 NO EVENT OF DEFAULT: no event has occurred which is or would (with the passage of time, the giving of notice or the making of any determination) become an Event of Default; and
3.1.8 LISTING: the Issue Documents are in proper form and contain all necessary content for purposes of registration of the Notes for trading on the TACT (Tel-Aviv Continuous Trading) Institutional Board of the Tel Aviv Stock Exchange ("TACT") as of the date hereof, other than minor amendments or supplements which may be requested by the Tel Aviv Stock Exchange which will not alter the commercial terms and conditions set forth in the Issue Documents.

3.2 CONSTRUCTIVE KNOWLEDGE

The representations and warranties in Clause 3.1 (ISSUER'S REPRESENTATIONS) shall continue in full force and effect notwithstanding the constructive knowledge of the Investor with respect to any of the matters referred to in the representations and warranties, any investigation by or on behalf of the Investor or completion of the placement and issue of the Notes.

4. UNDERTAKINGS BY THE ISSUER

4.1 DELIVERY OF CERTIFICATES

The Issuer shall make arrangements reasonably satisfactory to Investor to ensure that the Certificates are delivered to the Trustee, on or prior to the Purchase Date, for authentication in the form required by, and otherwise in accordance with, the Trust Deed.

4.2 FURTHER ASSURANCE

The Issuer shall from time to time do and execute, or arrange for the doing or execution of each act, document and thing required in order to perfect or maintain the perfection of the Security Interest created pursuant to the Debenture.

4.3 CLOSING CERTIFICATE

The Issuer shall deliver to the Investor on the Purchase Date a closing certificate addressed to the Investor and signed by a duly authorised signatory on behalf of the Issuer in the form set out in Schedule 3 (Form of Closing Certificate).

4.4 LISTING

The Issuer shall (i) cause the registration of, and take all necessary and advisable steps to register the Notes for trading on the TACT, and the Notes shall be fully registered for trading on the TACT no later than 30 days after the Purchase Date, (ii) receive all necessary Authorisations required for registering the Notes for trading on the TACT, and (iii) pay all required fees, costs and expenses in connection with the registration of the Notes for trading on the TACT.

5. REDEMPTION

So long as the Investor is the sole holder of US$300,000,000 of the Notes, the Issuer may redeem the Notes otherwise than as provided in Condition 7(a) (Scheduled redemption) or (b) (Mandatory Redemption), at any time subject to the following conditions: (i) upon delivery of fourteen Business Days prior written notice to the Trustee and the Investor; and (ii) such redemption shall include the full outstanding aggregate amounts of principal and interest accrued and due until the actual redemption date with respect to such portion of the Notes being so redeemed. For the avoidance of doubt (a) no Security Interests shall be released or otherwise waived as a result of any partial redemption or purchase in accordance with this Clause 5 or Condition 7; (b) no discount shall be made on account of any early redemption; and (c) upon any Person (other than the Investor) becoming a Noteholder the right of redemption pursuant to this Clause 5 shall be cancelled and be without any further force and effect.

6. RIGHT OF FIRST REFUSAL

Unless a Default shall have occurred and be continuing, the Issuer shall have a Right of First Refusal with respect to any sale of Notes by the Investor or any Affiliate thereof to any Person that is not an Affiliate of the Investor, provided that immediately upon exercising any such Right of First Refusal, the Issuer shall have redeemed and forever retired the Notes purchased by it pursuant to this Clause 6.

The Investor shall promptly notify the Issuer in writing of any sale or transfer of any Notes which is subject to the Issuer's Right of First Refusal (such notice to include the key terms of such sale or transfer), and the Issuer, within 3 Business Days of receiving such notice, shall notify the Investor in writing whether it wishes to exercise such Right of First Refusal. Any such notice by the Issuer shall be unconditional and irrevocable with respect to all of the Notes being offered and upon the same terms and conditions as the proposed sale or transfer contemplated by the Investor. If the Issuer does not respond within the above 3 Business Days timeframe, the Investor shall have 28 days in which to sell the Notes so offered on terms no less favourable to the Investor than those notified to the Issuer. If the Investor does not sell the Notes during such 28 days period, any subsequent sale or transfer of such Notes shall be subject to a Right of First Refusal pursuant to the terms of this Clause 6.

7. TAXES OF INVESTOR

7.1 TAXES

All payments in respect of the obligations of the Issuer payable to the Investor as Noteholder under the Issue Documents shall be made free and clear of, and without withholding or deduction for or on account of, any taxes, duties or levies of whatever nature imposed, levied, collected or withheld by or on behalf of the State of Israel, unless such withholding or deduction is required by Applicable Law. In such event, the Issuer shall gross-up and pay such additional amounts as will result in the receipt by the Investor of such amounts as would have been received by it if no such withholding or deduction had been required; provided that the Investor shall have used commercially reasonable efforts to obtain an exemption or reduce the rate of any such withholding or deduction.

Any amounts which the Issuer withholds from any interest payment in accordance with Condition 9(a) will be paid by the Issuer to the Israeli Tax Authority on behalf of the Investor within the required time for such payment under any Applicable Law, and the Issuer will promptly provide the Investor with a valid certificate of payment to the Israeli Tax Authority. The Issuer shall indemnify the Investor for any penalty, interest or other cost or expense resulting from any failure to comply with the requirements of this Clause 7.1.

7.2 VAT

All amounts payable to the Investor as Noteholder under the Issue Documents do not include any Value Added Tax ("VAT") liability, and to the extent required to be paid under any Applicable Law, the Issuer shall bear and indemnify the Investor for any such VAT liability.

7.3 PREFERENCE OF CLAUSE 7 OVER OTHER ISSUE DOCUMENTS

The terms of this Clause 7 shall supersede and prevail over Condition 8(b), Condition 9 and Section 5.5 of the Trust Deed (and any other contrary provision in any Issue Document) with respect to the Investor and its Affiliates only.

7.4 ASSIGNABILITY

The Investor shall be entitled to assign its rights and privileges under this Clause 7 to any of its Affiliates to whom Notes have been transferred or sold; PROVIDED, however, that such assignment shall not result in any increased financial burden on the Issuer. This Clause 7 shall override any other provision to the contrary in any other Issue Document.

8. CLOSING

8.1 CLOSING

Subject to Clause 8.3 (CONDITIONS PRECEDENT), the closing of the issue of the Notes shall take place on the Purchase Date, whereupon:

8.1.1 CERTIFICATES: the Issuer shall:

(a) REGISTRATION: cause the Notes in the aggregate principal amount of US$300,000,000 to be registered in the Register in the name of the Investor; and
(b) DELIVERY: deliver the Certificates, duly executed on behalf of the Issuer and authenticated in accordance with the Trust Deed;
8.1.2 ALLOCATION OF PROCEEDS: the parties hereto hereby acknowledge and agree that the aggregate principal amount of the Notes issued to the Investor on the Purchase Date shall be allocated towards to Base Purchase Price on such terms and conditions set forth in Section 2.2 of the SPA. For the avoidance of doubt, no funds shall be transferred from the Investor to the Issuer as consideration for the issuance of the Notes; and
8.1.3 DELIVERY OF DOCUMENTS: the Issuer shall deliver to the Trustee the share certificate(s) and share transfer deed as contemplated under Section 3A.2 of the Trust Deed.
8.2 [RESERVED].
8.3 CONDITIONS PRECEDENT

The Investor shall only be under obligation to purchase the Notes if:

8.3.1 ISSUE DOCUMENTs: the Issue Documents and all documents ancillary thereto are executed and delivered on or before the Purchase Date by or on behalf of all parties thereto;
8.3.2 MOC APPROVAL: the transactions contemplated by the Issue Documents including without limitations the pledge of the Shares under the Debenture for the benefit of the Noteholders shall have been approved by the Israeli Ministry of Communications, to the extent required, such approval (if required) to be in form and substance reasonably satisfactory to the Investor;
8.3.3 CONCURRENT TRANSACTIONS: all conditions precedent to the consummation of the acquisition of the Purchase Shares and other transactions contemplated by the SPA shall have been satisfied or waived in accordance with the terms and conditions of the SPA;
8.3.4 ACCURACY OF REPRESENTATIONS: the representations and warranties by the Issuer in this Agreement are true and correct on the Purchase Date; and
8.3.5 CREATION OF SECURITY INTERESTS UNDER DEBENTURE: there having been delivered by the Issuer to the Investor on or prior to the Purchase Date, evidence of the grant of Security Interests under the Debenture.

PROVIDED, HOWEVER, THAT the Investor may, at its discretion, waive satisfaction of any of the conditions specified in this Clause 8.3.

9. TERMINATION

9.1 RIGHT TO TERMINATE

At any time (i) prior to the Purchase Date (in the event of termination under Clause 9.1.1), or (ii) at or after the Purchase Date (in the event of termination under Clause 9.1.2), the Investor or the Issuer may give a termination notice to the other party to terminate this Agreement as provided in Clause 9.2 (CONSEQUENCES) if:

9.1.1 TERMINATION OF SPA: the SPA is terminated in accordance with its terms.

9.1.2 FAILURE OF CONDITION PRECEDENT: any of the conditions in Clause 8.3 (CONDITIONS PRECEDENT FOR PURCHASE DATE) is not satisfied or waived by the Investor or the Issuer, as the case may be, on the Purchase Date.

9.2 CONSEQUENCES

Upon the giving of a termination notice under Clause 9.1 (RIGHT TO TERMINATE), the parties hereto will be discharged from performance of their respective obligations under this Agreement and the other Issue Documents.

10. TIME

Any date or period specified herein may be postponed or extended by mutual agreement among the parties but, as regards any date or period originally fixed or so postponed or extended, time shall be of the essence.

11. NOTICES

11.1 ADDRESSES FOR NOTICES

All notices and other communications hereunder shall be made in writing and in English (by letter or fax) and shall be sent as follows:

If to the Investor: Advent Investments Pte Ltd

1 Coleman Street #08-07 The Adelphi

Singapore

Facsimile: +65 6448 1512 Attn.: The Board of Directors

With a copy to (which shall c/o 22/F, Hutchison House

not constitute notice): 10 Harcourt Road,

Hong Kong

Facsimile: +852 2128 1778 Attn.: The Company Secretary

With a copy to (which shall Herzog, Fox & Neeman

not constitute notice): Asia House, 4 Weizmann Street,

Tel Aviv, Israel 64239 Facsimile: +972 3 696 6464

Attn: Alan Sacks, Adv. & Ehud Sol, Adv.

If to the Issuer: Scailex Corporation Ltd.

48 Ben Zion Galis St, Segula Industrial Park, Petach Tikva, Israel 49277 Facsimile: +972 3 930 0424

Attn.: CEO

With a copy to (which shall Yossi Avraham & Co.

not constitute notice): Advocates

3 Daniel Frisch St. Tel Aviv, Israel 64731 Facsimile: +972 - 3 - 6963801 Attn: Yossi Avraham, Adv.

11.2 EFFECTIVENESS

Every notice or other communication sent in accordance with Clause 11.1 (ADDRESSES FOR NOTICES) delivered in person or by courier service shall be deemed to have been given upon delivery, those given by facsimile transmission shall be deemed given on the Business Day following transmission with confirmed answer back, and all notices and other communications sent by registered mail (or air mail if the posting is international) shall be deemed given five (5) Business Days after posting. All notices shall be made in English.

12. LAW AND JURISDICTION

12.1 GOVERNING LAW

This Agreement and all matters arising from or connected with it are governed by, and shall be construed in accordance with, the laws of the State of Israel, without regard to conflict of law principles thereof.

12.2 ISRAELI COURTS

The competent courts of Tel Aviv - Jaffa have exclusive jurisdiction to settle any dispute (a "DISPUTE"), arising from or connected with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) or the consequences of its nullity.

13. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when so executed shall constitute one and the same binding agreement between the parties.

14. AMENDMENT

This Agreement may be amended or modified only by a written document signed by the Issuer and the Investor.

15. LANGUAGE

The parties hereto acknowledge and agree that English shall be the governing language in the Issue Documents, irrespective of any translations, whether official or unofficial, into any other language.

AS WITNESS the hands of the duly authorised representatives of the parties to this Agreement the day and year first before written.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

SIGNATURES

SCAILEX CORPORATION LTD.

By: /s/

ADVENT INVESTMENTS PTE LTD

By: /s/

FORM OF DEBENTURE

FORM OF TRUST DEED

FORM OF CLOSING CERTIFICATE

[LETTERHEAD OF ISSUER]

Advent Investments Pte Ltd 1 Coleman Street #08-07 The Adelphi Singapore Facsimile: +65 6448 1512 Attn.: The Board of Directors

[PURCHASE DATE]

Dear Sirs,

SCAILEX CORPORATION LTD.

US$300,000,000 FIXED RATE SECURED BULLET NOTES DUE APRIL 27, 2014

We, the undersigned, being duly authorised officers of Scailex Corporation Ltd. (the "ISSUER"), refer to the placement agreement dated October 28, 2009 (the "PLACEMENT AGREEMENT") in respect of the issue of US$300,000,000 Fixed Rate Secured Bullet Notes due April 27, 2014 (the "NOTES"). Expressions which are given defined meanings in the Placement Agreement have the same meanings herein.

As required by Clause 4.3 (CLOSING CERTIFICATE) of the Placement Agreement, we hereby certify on behalf of the Issuer that:

(a) the representations and warranties in the Placement Agreement are true and correct as though they had been made and given today with references to the facts and circumstances now subsisting; and
(b) there has been no failure by the Issuer to comply with any of its undertakings in the Placement Agreement and all other Issue Documents.

Yours faithfully,

----------------------- duly authorised

for and on behalf of SCAILEX CORPORATION LTD.

Acknowledged and agreed,

duly authorised for and on behalf of ADVENT INVESTMENTS PTE LTD Filename: exhibit_7.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 7

INDENTURE

DRAWN UP AND SIGNED IN TEL AVIV ON THE 18TH AUGUST, 2009

BETWEEN: SCAILEX CORPORATION LTD.

Company no. 520031808

48 Ben Zion Galis St. Petah Tiqwa 49277

Telephone: 03-9057730 Fax: 03-9300424

(hereafter: "the company" or "Scailex")

as the first party

AND: CLAL FINANCE TRUSTS 2007 LTD.

Company no. 514046424

37 Menahem Begin Way, Tel Aviv

Telephone: 03-6274848 Fax: 03-6274849 (hereafter: "the trustee")

as the second party

WHEREAS: The board of directors of the company resolved in principle on

the 2nd July 2009 to issue a shelf prospectus according to which, the company is liable to issue, among other things, series of bonds which will be termed Series A to J and Series 1-10 (hereafter together "the bonds"), as described in this indenture;

WHEREAS: The trustee declares that it is a company registered in Israel,

deals with trusteeships and conforms to the qualifications as required by the Securities Law 1968 to serve as a trustee for

bonds;

WHEREAS: The company declares that there is no legal or contractual

impediment on its part to engage with the trustee in this

indenture;

WHEREAS: The trustee agreed to act as trustee for the bondholders

according to the conditions of this indenture as set out below;

WHEREAS: The trustee declares that there is no legal or contractual

impediment on its part to engage with the company in this

indenture;

THEREFORE IT IS AGREED, DECLARED AND STIPULATED BETWEEN THE PARTIES AS FOLLOWS:

1. INTERPRETATION AND DEFINITIONS

1.1. The introduction to this indenture and its appendices constitute an inseparable part of it.
1.2. The division of this indenture into paragraphs and the assignment of headings are done for convenience and ease of reference only and may not be used for the purposes of interpretation.
1.3. The meaning of any term or expression, apart from those expressly defined in this indenture (in particular paragraph 1.6 hereunder) shall be that which is given in the bond certificates (the wording of which is attached in the first of the aforesaid appendices to this indenture) unless the content or context of the text implies otherwise.
1.4. Wherever it is written "subject to all law" (or a similar expression) in this indenture the intention is subject to any unconditional legal rule.
1.5. Any term in the plural may be understood also as singular and vice versa and any term in the masculine gender may be understood also as feminine and vice versa and any reference to a person may be understood as a corporation except where there is an express or implied instruction in this indenture to the contrary or where the content or the context of the text require the terms to be understood otherwise.
1.6. The terms specified below in this indenture shall have the meaning indicated alongside them unless it may be otherwise understood by the content or context of the text or if expressly indicated in this indenture.

"THE INDENTURE" This indenture including the appendices which constitute an inseparable part of it;

"THE PROSPECTUS" OR

"SHELF PROSPECTUS" The shelf prospectus of the company which will be published in respect of, among other things, these bonds;

"SHELF OFFER REPORT"

OR "OFFER REPORT" A shelf offer report that will be published according to the shelf prospectus, in accordance with the requirements of the Securities Law 1968, and in which bonds from the relevant series will be offered and which determines the details specific to the pertinent offer;

"THE INITIAL OFFER REPORT OF THE

RELEVANT SERIES" The offer report according to which bonds of the relevant series will be offered for the first time;

"SERIES OF BONDS" OR

"THE RELEVANT SERIES" A series of bonds which shall be termed Series A to J and/or Series 1 to 10 of company bonds such that each one of these bond series shall amount to a total nominal value of not more than NIS 4,000,000,000 registered by name, of which the conditions of each one of the series is in accordance with the bond certificate appertaining to the series and the initial offer report of the same series which shall be issued from time to time by the company at its sole discretion;

"THE BONDS OR "THE BOND" Bonds from any one of the bond series;

"THE TRUSTEE" Clal Finance Trusts 2007 Ltd. and/or anyone who will act from time to time as trustee of the bondholders according to this indenture;

"THE REGISTER FOR THE

RELEVANT SERIES" The bondholders' register as per paragraph 25

"BONDHOLDERS" AND/OR "BOND OWNERS"

AND/OR "THE HOLDERS" Those who hold bonds;

"BOND CERTIFICATE" The bond certificate the wording of which appears in the first appendix of this indenture;

"SPECIAL RESOLUTION" The resolution that was passed at a general meeting of the bondholders of the relevant series at which holders of at least fifty-five per cent (55%) of the nominal value of bonds of that series which are still in public hands are present either in person or represented by proxy, or at a deferred meeting at which holders of at least ten per cent (10%) of the bonds as defined above are present either in person or represented by proxy, and which was passed (whether at the original meeting or at the deferred meeting) by a majority of at least seventy five per cent (75%) of the votes cast apart from abstentions.

"THE LAW" OR "THE

SECURITIES LAW" The Securities Law 1968 and the various

regulations made under the law from time

to time

"THE COMPANY LAW" The Company Law 1999

"THE PRINCIPAL" The nominal value of outstanding bonds

of the relevant series.

"TRADING DAY" Any day transactions are executed on the

Tel Aviv Stock Exchange.

"BUSINESS DAY" Any day that most Banks in Israel are

open for transactions.

"THE STOCK EXCHANGE" The Tel Aviv Stock Exchange.

"THE STOCK EXCHANGE

CLEARING HOUSE" The Tel Aviv Stock Exchange clearing

house.

2. BOND ISSUE AND THE APPLICATION OF THIS INDENTURE

2.1. The Company shall be entitled to issue within the reference of this indenture not more than 10 series of bonds (Series A to J), such that the nominal value each one of these bond series will amount to a total of not more than NIS 4,000,000,000 and not more than 10 series of bonds (Series 1 to 10) such that the nominal value each one of these bond series will amount to a total of not more than NIS 4,000,000,000 and of which the bonds in each of the aforesaid series shall be registered by name and shall and shall be redeemed (principal) by the number of payments which will be paid at each date as specified in the initial offer report of the above-mentioned series and subject to the indexation terms in this paragraph as follows, but not more than once ("BONDS OF THE SERIES A-J" AND "BONDS OF THE SERIES 1-10" RESPECTIVELY). The indexation basis (or absence of indexation) and sort of interest (or absence of interest) which shall be borne by the principal of the bonds of each one of the aforesaid series issued shall be specified in the initial offer report of the relevant series. The indexation bases and the sorts of interest that are possible under this indenture are specified in paragraphs 3 and 4 of the conditions stated on back side of the bond certificate. The rate of interest and the margin over or under the basic rate of interest or absence of interest which will be borne by the principal of the bonds in each one of the aforesaid series, as required, shall be specified in the initial offer report of the bonds in the relevant series or, in respect to the bond series (Series A to J) only, shall be determined by tender the results of which shall determine how their initial offer shall be drafted. The interest, insofar as there is, on the principal of the bonds in each one of the aforesaid series shall be paid each year in one annual payment or in two half yearly payments or four quarterly payments, all of which shall be specified in the initial offer report of the bonds in the relevant series. The dates and number of principal repayments, the indexation basis (or absence of indexation) the sort of interest, the rate of interest or the method of fixing the interest (or absence of interest) of the bonds in each one of the aforesaid series, as specified in the initial offer report of the bonds in the relevant series, shall be determined by the company shortly before their initial offer. If, after the date of the initial issue of bonds in any of the bond series, the company extends the said bond series, holders of bonds issued consequent to the extension of the said series shall not be entitled to receive payment on account of the principal and/or interest in respect to the aforesaid bonds of which the qualifying date falls before the aforesaid date of issue.

2.2. In addition to all that is said above the bonds in the series 1 to 10 shall be convertible to ordinary shares of the company at a nominal value of NIS 0.12 per share at times, at a conversion rate (subject to adjustment as set out in paragraphs 7.3 and 7.4 of the conditions stated on the back side of the bond certificate) in a way and under conditions, all of which shall be specified in the initial offer report of each one of the aforesaid bond series in accordance with the determination of these items by the company shortly before the initial offer of the bonds in the relevant series.
2.3. The company intends to publish a shelf prospectus in August 2009, according to which the company shall be entitled to offer the bonds to the public in shelf offer reports (without prejudicing the rights of the company to offer bonds in other prospectuses and/ or in private issues or in any other way.
2.4. The terms of this indenture in respect of one of the relevant series are not conditional and not dependent on the terms of this indenture in respect of another series.
2.5. Let it be clear that, if at the time of publishing any offer report the trustee serves as trustee to another bond series of the company and/or if the offer report relates to more than one bond series, the possibility of the trustee acting as trustee to an additional series of bonds, either partially or entirely, shall be reviewed in accordance with Securities Authority's directions and/or law that applies at the time. If another trustee is appointed to any bond series as a result of the aforesaid condition the details of the same trustee shall be included in the relevant offer report.

2.6. ADDITIONAL BOND PLACEMENTS

The company shall be entitled from time to time, without need to be authorised by the trustee and/or by the existing holders at the time to extend each one of the bond series and issue additional bonds from the same series (whether as a private offer or consequent to a prospectus, either according to a shelf offer report or any other way) at any price and in any manner that seems proper to the company and, accordingly, the discount or premium (including absence of discount or absence of premium) different from those that were current (if at all) at the time of other issues that have already taken place. Bonds in the relevant series which are issued initially and additional bonds from the same series that are subsequently issued as mentioned above in this paragraph constitute (from the time of issue) one series for all matters and purposes and the indenture for the same series shall apply to additional bonds as mentioned above from the same series that was issued by the company.

Without prejudice to the aforesaid conditions, the company reserves the right to issue at any time additional bond series without need of authorisation from the trustee and/or the existing holders at the time, whether entitling conversion to company shares or without the aforesaid entitlement and with conditions of repayment, interest, indexation, security and other conditions as the company deems fit whether they are preferential to the conditions of bonds from any relevant series, equal to them, or inferior to them.

2.7. Bonds of any relevant series shall have the same status pari passu as each other in respect to the liability of the company to according to bonds of the same series without priority or preference of one over the other
2.8. The terms of this indenture shall apply to the said bonds that are issued in each one of the bond series which will be held from time to time by any acquirer of the bonds including the public unless stated otherwise.
1. ACQUISITION OF BONDS BY THE COMPANY AND/OR BY A RELATED COMPANY
3.1 The company reserves the right to acquire at any time and from time to time, bonds from each one of the bond series that have been issued, at any price that it deems fit, without prejudicing the obligation to redeem bonds held by others than the company, and in the case of the said acquisition the bonds acquired will be automatically annulled and delisted from trading on the Stock exchange and the company shall not be entitled to reissue them. In the event that bonds that bonds are acquired in the course of their trading on the stock exchange, the company shall request from the clearing house to withdraw the certificates relating to the acquired bonds. The company shall immediately submit a report on each acquisition of bonds in the relevant series that was thus carried out and shall forthwith notify the trustee in writing. A subsidiary company of the company and/or a company controlled by the company and/or a holder of a controlling interest in the company (directly or indirectly) and/or a company in the control of a holder of a controlling interest of the company (hereafter: a related company) shall be entitled to acquire and sell at any time and from time to time, including by way of issue by the company, bonds in the relevant series at their discretion (subject to law). The aforesaid bonds that shall be held by the related company shall be considered an asset of the related company, shall not be delisted from trade on the Stock Exchange and shall be negotiable as the other bonds of the company (subject to the terms of the indenture and the bonds). Likewise bonds of the relevant series which are held by a subsidiary company of the company and/or company controlled by the company shall not entitle their holders to the right to vote at general meetings of bondholders of the same series and shall not be counted in the legal quorum at these meetings. The company shall immediately submit a report on each acquisition and/or sale of bonds in the relevant series that was carried out by the said related company and shall forthwith notify the trustee for the relevant series.

Nothing in the aforesaid paragraph 3.1 may be implied to oblige the company or bondholders to acquire bonds or sell bonds in their possession.

3.2 At the time of holding a meeting of holders of bonds in the relevant series, the trustee for the said series shall review the existence of conflicting interests among the bondholders of the said series in accordance with the circumstances of the matter and the need to call a class meeting in the cases where there exist different interests among the bondholders of the said series in accordance with the circumstances of the matter and his determination in the matter shall be at his discretion. The company and the trustee shall act for the convention of a class meeting of the bondholders of the relevant series in accordance with the provisions of law, judicial decisions and the provisions of the Securities Law and regulations and directives ensuing from the Law as the trustee shall instruct to the said series. The decision brought for the confirmation of the class meeting shall require to be confirmed at each class meeting called for the purpose of confirming the said decision and also the confirmation of a general meeting of the of the said series all of which shall be with a majority required by the terms of this indenture and subject to the provisions of the law. The trustee is entitled, at his sole discretion, to determine that the said decision does not require confirmation of one or more particular class meetings or that a particular class meeting shall not be called.
3.3 Wherever it is stated that one of the aforesaid meetings of the bondholders shall be convened, and according to the law (including judicial decisions and the directives of any authorised body) it is required to convene class meetings the above paragraph shall apply to class meetings of bondholders with changes as required.

4. THE LIABILITIES OF THE COMPANY

The company is hereby obliged to pay all amounts of principal, interest (including interest on arrears if at all) and escalation payments, if at all, that are paid according to the bonds and to fulfill the conditions and other obligations imposed by the bonds and this indentures.

5. BOND GUARANTEES

The bonds may or may not be guaranteed by collateral, any form of charges on assets or any other fashion. Details concerning the mechanism for guaranteeing the bonds, if at all, by charges of any kind or in any other fashion shall be published within the initial offer report of the bonds in the relevant series.

To remove all doubt it is hereby declared that there is no obligation for the trustee to examine and the trustee has not examined the need to provide securities and guarantees for payments to bondholders from said series. That trustee was not requested and did not carry out an economic, financial or legal due diligence investigation as to the commercial situation of the company or its subsidiaries. By his engagement as per this indenture and the agreement of the trustee to serve as trustee for the holders of the bonds of the said series the trustee does not express his opinion expressly or implicitly as to the ability of the company to honour its obligations towards the holders of bonds from the said series. Notwithstanding this does not detract from the obligation of the trustee (insofar as such an obligation is required of the trustee by law) is to review the effects of changes in the company from the date of the prospectus and thereafter insofar as they affect the ability of the company to honour its obligations to the detriment of the holders of the bonds of the said series.

While it is not determined otherwise in the initial offer report of bonds in any relevant series, the company shall be entitled to mortgage all or part of its assets in any way in favour of whom it deems fit, without limitation at all and at any degree, including guaranteeing bonds (or any bond series) or other liabilities without the need for agreement on the part of trustee or the bondholders of any series. Moreover the company shall be entitled to sell, lease, deliver or otherwise transfer part or all of its property in favour of whom it deems fit, without the need to obtain agreement on the part of the trustee or bondholders.

6. EARLY REDEMPTION

6.1 EARLY REDEMPTION AT THE INITIATIVE OF THE STOCK EXCHANGE

If the Stock Exchange decides to delist the bonds of any one of the series A to J because the value of the series is less than the minimal amount that was determined in the rules and the directives of the Stock Exchange concerning delisting and/or if the Stock Exchange decides to delist the convertible bonds of any one of the series 1 to 10 because the value of the series is less than the minimal amount that was determined in the rules and the directives of the Stock Exchange concerning delisting, the company shall act as follows:

6.1.1 Within forty-five (45) days from the date of the Stock Exchange's decision on the aforesaid delisting the company shall notify as to the date of the early redemption in which the bondholder shall be entitled to redeem his bonds. The notice of early redemption shall be published in two (2) daily newspapers with a broad circulation in the Hebrew language.
6.1.2 The date of the early redemption of the bonds in the series E to I in the event of an aforesaid early redemption shall not fall less than seventeen (17) days from the date of publishing the notice and not more than forty-five (45) days from publishing the said notice, but not in the period between the qualifying date for interest and the date of its payment.
6.1.3 The date of the early redemption of the bonds of the series 1 to 10 in the event of an aforesaid early redemption shall not fall less than thirty (30) days from the date of publishing the notice and not more than forty-five (45) days from the said notice, but not in the period between the qualifying date for interest and the date of its payment.
6.1.4. On the date of the early redemption the company shall redeem the bonds in the same series belonging to those bondholders who sought to redeem them according to the nominal value outstanding together with escalation payments, if at all, and interest which accrued on the principal such that the interest shall be calculated relatively for the period beginning from the day after the previous qualifying date until the date of the actual early redemption (calculation of interest for part of the year shall be on the basis of 365 days to a year).
6.1.5. Determination of the aforesaid early redemption shall not detract from the fixed rights of redemption for the bonds of the same series, for bondholders who do not redeem them on the date of the aforesaid early redemption and in the case of convertible bonds shall not detract from the rights of conversion stipulated in them, but the bonds shall be delisted from trading on the Stock Exchange and that shall affect, among other things, taxation status.
6.1.6. The aforesaid early redemption of bonds shall not entitle holders of bonds from the same series who have redeemed their bonds as specified above to the payment of interest for the period after the date of redemption.
6.2. The company shall be entitled to schedule bonds of any one the bond series that are offered according to the shelf offer report, for early redemption, on the conditions, at the price, with the mechanism, with the schedules and other conditions that must be published in accordance with the provisions of the rules and directives of the Stock Exchange as they will be at the time, as is determined in the initial offer report of the bonds in the relevant series and including the case in which an event as defined in the shelf offer report will not happen and provided that the bonds have been traded at least 30 trading days.

7. CALL FOR IMMEDIATE REDEMPTION

7.1 In the event that one or more of the following occurrences enumerated below happens it shall be possible call the bonds in the relevant series for immediate redemption and the provisions of paragraph 7.2 of this indenture shall apply.
7.1.1 If the company does not repay any amount due from it in respect of bonds in the relevant series within forty-five (45) days from the date of repayment.
7.1.2 If the court appoints a temporary liquidator or a valid resolution which is conclusive and final to dissolve the company (apart from dissolution in order to merge with another company and/or change in the company structure) and the said appointment or the said resolution is not cancelled within ninety (90) business days from the date of appointment or resolution as applicable.
7.1.3 If a lien is imposed, or a mortgage is realised, or there is an execution of judgment all of which are on the principal assets of the company and the lien is not removed or the realisation or execution is not cancelled within ninety (90) business days of imposing the lien or realising the mortgage or executing the judgment, and it is reasonable to suppose that there is a tangible risk to the possibility of repayment of any amount that is due from the company in respect of bonds in the relevant series from the said lien, realisation or execution.
7.1.4 If a receiver or temporary receiver is appointed for the principal assets of the company and the appointment is not cancelled within ninety (90) business days, and it is reasonable to suppose that there is a tangible risk to the possibility of repayment of any amount that is due from the company in respect of bonds in the relevant series from the said appointment.
7.1.5 If the company ceases or announces that it intends to cease the payment of its debts in a way that it is reasonable that in any of these instances there is a risk to the bondholders of the relevant series.
7.1.6 If the company ceases operations and/or ceases managing its operations as there may be from time to time and/or informs the trustee of is intention to cease continuing with its operations as may be from time to time
7.1.7 If the company infringes or does not fulfill all the conditions included in the bonds of the relevant series or in the indenture, in away that it is reasonable to suppose that the rights of the bondholders of the said series have been significantly prejudiced.

In this paragraph "THE PRINCIPAL ASSETS OF THE COMPANY" has the meaning of assets which constitute most of the assets within the total as disclosed on the consolidated balance sheet of the company which was published aforesaid relevant instance.

7.2 In the aforesaid instances the following provisions shall apply
7.2.1. In the event of the instances set out in paragraphs 7.1.1 to 7.1.6 (inclusive) above the trustee shall be obliged to call a meeting of the holders of bonds of the relevant series.
7.2.2. In the event of an instance as set out in paragraph 7.1.7 above the trustee shall be entitled (but not obliged) and any one of the bondholders who hold ten per cent (10%) or more of the bonds of the relevant series shall be entitled to call a meeting of the holders of bonds of the relevant series.
7.2.3. The date of convening the meeting of the holders of bonds of the relevant series of which the agenda shall be a resolution concerning the immediate redemption of all outstanding balance of bonds of the relevant series as a result of any of the occurrences that are set out in paragraph 7.1 above shall be thirty (30) days from the date of calling the meeting (or sooner in accordance with the provisions of paragraph 7.2.6 to this indenture).
7.2.4. In the event that by the date of convening the aforesaid meeting any of the instances set out in paragraph 7.1 above is not cancelled or annulled and the resolution at the aforesaid meeting of the holders of the aforesaid bonds concerning the call for their immediate redemption was accepted as an special resolution, the trustee shall be obliged, within reasonable time to call for immediate redemption of the outstanding balance of bonds of the relevant series.
7.2.5. A copy of the notice calling the aforesaid meeting shall be sent by the person requesting to the company immediately on publishing the notice calling the meeting and shall constitute an advance and written notice to the company of his intention to act as said and the company shall immediately publish a report concerning calling of the said meeting.
7.2.6. The trustee shall be entitled, at his discretion, to shorten the thirty (30) day period as stated in paragraph 7.2.3. to this indenture in the event that the trustee is of the opinion that any delay in calling the bonds of the relevant series for redemption endangers or is liable to endanger the rights of the holders of the bonds of the same series but anyway the trustee shall not do so without giving advance notice to the company, all of which shall be according to the circumstances of the matter.
7.2.7. The trustee shall be responsible to report to the holders of the bonds of the relevant series about the occurrence of any of the instances set out in paragraph 7.1 above whether by strength of items which the company published openly or whether in accordance with paragraph 23 below.
7.2.8. It is hereby clarified that the liabilities of the trustee under paragraph 7, are subject to his actual knowledge of the existence of the facts, events, the circumstances and the occurrences specified in it. Nothing in the aforesaid disclaimer shall be understood to detract from the liabilities of the trustee under the law on condition that nothing shall be understood to detract from the trustee's rights.

To remove all doubt it is clarified that the trustee for the bonds is not entitled to call for immediate redemption on the strength of his own opinion alone.

1. CLAIMS AND LEGAL PROCESSES AT THE TRUSTEE'S DISPOSAL
8.1. At any time after the bonds of the relevant series are called for immediate redemption as stated in paragraph 7 to this indenture, the trustee shall be entitled, at his discretion, to implement any process, including legal process, as he deems fit and subject to the law for the purpose of enforcing the liabilities of the company under this indenture and in order to realise the rights of the holders of bonds of the relevant series according to this indenture. Subject to the provisions of this paragraph, after bonds of the relevant series are called for immediate redemption as per paragraph 7 to this indenture the trustee shall be obliged to act as in the said paragraph if required to do so by the special resolution of the holders of bonds of the relevant series unless the trustee saw that in the circumstances of the matter the thing is not justified and/or unreasonable to do thus, and requested to receive instructions regarding the matter from the appropriate court at the earliest possible time.
8.2. The trustee is entitled before he has implemented the aforesaid processes, to convene a meeting of the holders of the bonds of the relevant series in order that it be decided by the aforesaid holders in a special resolution which processes to implement to realise their rights under this indenture, and provided that the meeting shall be convened at the earliest possible time and the resulting delay shall not endanger the rights of the aforesaid holders. Moreover, the trustee shall be entitled to convene further meetings of the aforesaid holders for the purpose of receiving instructions concerning the management of the aforesaid processes in accordance with what is said above.
8.3. Subject to the provisions of this indenture, the trustee is entitled but not obliged, to convene at any time, a general meeting of the holders of bonds of the relevant series in order to discuss and/or receive its instructions in any matter concerned with this and provided that the convening of the meeting at the earliest possible time and the resulting delay shall not endanger the rights of the aforesaid holders. The trustee shall be obliged to call a meeting at the earliest possible time at the request of holders of at least ten per cent (10%) of the principal of the bonds of the same series that are still outstanding.
8.4. The trustee is entitled, at his sole discretion, to delay the execution of any action on his part under this indenture, for the purpose of approaching the meeting of the holders of the bonds of the relevant series and/or approaching the court until he has received instructions from the meeting of the holders of the bonds of the relevant series and/or instructions from the court how to act provided that the convening of the meeting or the approach to the court were done at the earliest possible time.

8.5. To remove doubt it is hereby clarified that nothing in the provisions specified above shall prejudice or detract from the right of the trustee, hereby vested in him, at his sole discretion to approach even before bonds of the relevant series are called for immediate redemption, and afterwards for the purpose of receiving any writ as to the matters of the trust.

9. TRUSTEESHIP OVER MONIES RECEIVED

All the monies that shall be received by the trustee in any way including but not only those as a result of processes that he shall take , if he takes, against the company shall be held in trust and shall be used by him for the following aims and in the following priority:

Firstly for the defrayment of expenses, payments, levies and commitments that were spent by the trustee, imposed on him, or caused in the course of or as a result of activities in executing the trusteeship or otherwise in respect of this indenture, most of all his fees. Secondly- to pay the bondholders the arrears of interest due to them according to the conditions of the bonds pari passu and relative to the total arrears of interest due to each one of them without preference or priority regarding any one of them; Thirdly- to pay the bondholders the amounts of the principal due to them according to the bonds held by them pari passu whether the date of repayment of the principal has arrived or not and relative to the amounts due to them without any preference in respect of the order in time that the bonds were issued by the company or any other way; and the trustee shall pay any surplus, that there is, to the company or its substitutes whichever is applicable.

Payment of the amounts by the trustee to the aforesaid bondholders from the monies that he has received is subject to the rights of other creditors of the company in accordance with the provisions of law.

The trustee is entitled to instruct the company in writing to transfer to the trustee any payment that the company owes to holders. The company shall act according to the trustee's notice and the company shall be deemed as having fulfilled its commitments towards holders if it has transferred the entire amount of the debt to the credit of the account specified in the trustee's notice. The trustee is entitled to offset, subject to the provisions of the law, any amount that the company owes and/or the holders owe to the trustee by strength of this indenture.

10. AUTHORITY TO DELAY DISTRIBUTION OF FUNDS

In spite of what is stated in article 9 above, if the monetary sum received as a result of undertaking the proceedings mentioned in article 9 above, standing at any given time for distribution among the bond holders from the relevant series, as stated in said article, would be less than 3,000,000 NIS, the trustee would not be obligated to his share and would be allowed to invest the said sum, in whole or in part, in the investments allowed according to this bond.

When said investments along with their profits reach, together with additional funds that reach the trustee for their payment to the holders of bonds from the relevant series, if they reach, an amount sufficient to pay at least 3,000,000 NIS, the trustee would be obligated to distribute the said amount to the holders of bonds from the relevant series.

In spite of what is stated in article 10 above, holders of bonds from the same series are allowed, by special decision they arrive at, to instruct the trustee to pay them the funds received by the trustees and those standing for distribution as stated in article 9 above, even if their sum stands at less than 3,000,000 NIS.

11. NOTIFICATION OF DISTRIBUTION

11.1. The trustee would notify the holders of the date and place where any payment out of the payments mentioned in articles 9 and 10 above is made, this in a prior notification of fourteen (14) days delivered in the manner determined in article 23 below.
11.2. After the date set in the notification the holders would be entitled to interest according to the rate set in the bonds of the same series, only for the remainder of the capital sum (of there is one) after the deduction of the sum paid or offered to be paid as stated.
1. ABSTENTION FROM PAYMENT FOR REASONS NOT DEPENDENT ON THE COMPANY
12.1. A certain amount which the holder of bonds from the relevant series deserves and has not actually paid at the date determined for payment, for reasons not dependent on the company, while it was prepared to pay it ("THE HINDRANCE"), will no longer carry interest and linkage differentials from the said date and the holder would be entitled only to those sum he was entitled to at the date determined for redemption of that payment on account of the capital, linkage differentials or interest.
12.2. If said amount was not paid within fourteen (14) days from the date set for payment, on the fifteenth (15) day after the date set for payment the company will transfer (and in case this is not a business day then on the first business day following it) that same sum to the trustee, who will hold on to the sum in trust for the bond holder, and this said holding would be considered as payment of that amount to the holder, as subject to article 12.3 of this deed. If the said sum is the final payment the transference of that sum into the hands of the trustee in trust would be seen as redemption of said bonds, as subject to article 12.3 of this deed. The trustee would deposit in the bank any amount held in trust for the holders of the bonds from the same series and invest it in his name or at his directive in accordance with what is stated in article 15 of this deed. After receiving notification from the holder on a lack of hindrance, the trustee would transfer the funds accumulated for the deposit and derived from realizing their investment to the holder, deducting all expenses, trust account management fees, and taxes by law. The payment would be made against presentation of the same proofs, acceptable to the trustee, regarding the holder's right to receive it.
12.3. A year following the final date for redemption of the bonds from the relevant series, the trustee will transfer the sums he has accumulated into the hands of the company, deducting his expenses, and the company would hold them in trust and invest them as stated in article 12.2 above, for the holder for a period of up to seven (7) years from the date of the final redemption of bonds from the same series, and would not make any use of them throughout this period. Regarding sums transferred to the company by the trustee as stated above, the company would be subject to what is stated above in article 12 of this deed, with the necessary changes. After the sums are transferred to the company the trustee would not owe the holders of bonds from the same series any sort of payment for the sum he held as stated above.
12.4. The company will provide written approval to the trustee for the transference of said sums into its hands and their acceptance in trust for the holder of bonds from the same series as stated, and will compensate the trustee for any damage he may incur for said transference of funds, given that he has acted reasonably. Said sums that remain unclaimed from the company by the holder of bonds from the same series for seven (7) years after the final date of redemption would be handed over to the company's possession and it would be allowed to use the remaining funds for whatever goal it sees fit.

13. RECEIPT FROM BOND HOLDERS

13.1. A receipt from a holder for the capital and/or interest sums paid to him by the trustee for bonds from the relevant series would release the trustee completely from anything related to payment of the sums stated in the receipt.
13.2. A receipt from the trustee regarding the deposit of the capital and interest sums with him in credit of the bond holders as stated in article 12 above would be considered as a receipt from the holder of bonds from the relevant series in relation to what is stated in article 3.11above.
13.3. The funds distributed as stated in article 11 above would be considered as payment on account of the redemption.
1. APPLICATION OF THE SECURITIES PROVISIONS LAW

In any issue not mention in this deed and also in any case there is contradiction between the regulation of the securities provision laws (which are unconditional) and this deed, the sides will act according to the regulations of the securities provisions law.

15. INVESTMENT OF FUNDS

ALL THE FUNDS THAT THE TRUSTEE IS ALLOWED TO INVEST ACCORDING TO THIS DEED WOULD BE INVESTED BY HIM, IN HIS NAME OR BY HIS INSTRUCTION, ACCORDING TO HIS JUDGMENT, IN GOVERNMENTAL BONDS OR DAILY BANK PLEDGES AT ONE OF THE FIVE LARGE BANKS.

16. THE COMPANY'S OBLIGATIONS TOWARDS THE TRUSTEE

The company takes upon itself, towards the trustee, the following obligations, as long as the bonds from the relevant series are not yet redeemed in full:

16.1. To persistently conduct the company's business in an orderly and appropriate manner.
16.2. To hold and guard its assets (as they are from time to time) in a good and sound status.
16.3. To provide, and to instruct its accountants to provide the trustee and his accountants, lawyers or other advisors on his behalf, any information reasonably required to protect the holders regarding all the data related to the company's businesses or assets (as subject to any provision of law and their signing a commitment to maintain the company's confidentiality).
16.4. To manage neat account registries in accordance with the accounting principles accepted for public Israeli companies, and to keep the registries including documents used as their written support in its offices.
16.5. To notify the trustee in writing, as soon as the company learns of it, of the occurrence of one or more of the incidents entitling a right to immediate redemption, as detailed in article 7 of the trust deed.
16.6. To allow the trustee to be present at general assemblies of the company's stockholders (without the right to participate or vote).
16.7. To give the trustee the reports and updates as detailed in article 28 of the trust deed.
16.8. To deliver the trustee, by his request, an affidavit and/or declarations and/or documents and/or details and/or information, as they are reasonably requested by the trustee, in accordance with his exclusive judgment, for the implementation and activation of the authorities, controls and permissions of the trustee and/or his representatives according to the trust deed.

The trustee is hereby obligated to keep any information received from the company in secret, excluding the transference of information to the assembly of holders convened for delivering a report and/or for reaching a decision regarding their rights according to the bonds of the relevant series, as long as the said transference is subject to the instructions of any law and that said transference would not harm the company's legitimate interests.

17. ADDITIONAL OBLIGATIONS

After the bonds of the relevant series have been made immediately payable in accordance with Section 7 above, the company shall perform from time to time and at any time on demand by the trustee any reasonable actions to enable the trustee to exercise the authority vested in the trustee and, in particular, the company shall act as follows:

17.1 Make statements and sign all documents and carry out or bring about any actions necessary or required by law to permit exercise of the trustee's authority, power and mandate.
17.2 Issue any announcements, commands and instructions considered beneficial by the trustee and demand them in a reasonable manner for implementation of the provisions of this deed of trust.

For the purposes of this Section, a written announcement signed by the trustee, confirming that an action demanded by him, within the scope of his authority, is a reasonable action, shall constitute prima facie evidence thereof.

18. OTHER AGREEMENTS

Subject to legal provisions, performance of the trustee's duty under this deed, or his very standing as a trustee, shall not prevent him from engaging with the company by means of various contracts or from carrying out transactions with it in the normal course of his business.

19. THE TRUSTEE'S FEE

The company shall pay the trustee his fee and expenses in connection with this deed as agreed upon between them in writing from time to time. At the time of signing this deed, the trustee's fee shall be as follows:

19.1 Shelf prospectus: Because of the legal work involved in filing a shelf prospectus, the trustee shall be paid a single sum of NIS 10,000 on the date of filing the shelf prospectus.
19.2 Issuance of the first bond series: On the date of issuance of the first bond series in accordance with the shelf prospectus, the trustee shall be paid a fee in respect of the first year of trusteeship in the amount of NIS 18,000.

From the second year of trusteeship, the trustee shall be paid in respect of this series an annual fee in the amount of NIS 15,000. This amount shall be linked to the consumer price index known on the date of issuance.

19.3 Issuance of additional bond series: In respect of any additional series issued according to the prospectus, the trustee shall be paid an annual fee of NIS 12,500 for each year of trusteeship.
19.4 The trustee shall also be entitled to payment for special actions taken by him, which derive from violation of this deed of trust by the company, or in respect of making the bond immediately payable and in respect of other special actions he will be required to perform, if required, for performance of his duty in accordance with this deed, all this without derogating from the generality of what is stated in this Section 19 (hereinafter: "SPECIAL ACTIONS").

It is herewith agreed between the parties that the trustee shall be entitled to a fee in the amount of NIS 400 for every hour needed by him as aforesaid.

19.5 For participation in the general meeting of the company's shareholders, the trustee shall be paid an amount of NIS 400.
19.6 The annual fee shall be paid to the trustee for the period of time to the end of the trusteeship period in accordance with this deed, even if a receiver and/or a managing receiver has been appointed and/or trusteeship under this deed is managed under the supervision of a court. The trustee shall not be entitled to payment of his fee from the date of expiry of his office as trustee, as stated in Section 26 below, or by virtue of the holders' decision under Section 27 below. Should the trustee's office expire during the year of trusteeship, then the fee paid for the months the trustee did not serve as the company's trustee shall be returned.

20. SPECIAL POWERS

20.1 The trustee shall have the right to deposit all deeds and documents that prove, represent and/or determine his right in connection with any asset held by him at that time, in a safe-deposit box and/or any other place chosen by him, with a banker and/or a banking company and/or a lawyer.
20.2 Within the scope of carrying out the trusteeship business in accordance with this deed, the trustee shall have the right to seek the opinion and/or advice of any lawyer, accountant, assessor, estimator, surveyor, broker or any other expert and to act in accordance with its conclusions whether the opinion and/or the advice was prepared at the request of the trustee and/or the request of the company.
20.3 Any such advice and/or opinion can be provided, sent or received by letter, telegram, facsimile and/or any other electronic means for transmission of information in writing.
20.4 Subject to the provisions of this deed, the trustee shall have the right to convene, at any time, a general meeting of holders of the bonds of any relevant series in order to discuss and/or obtain its directives regarding any matter concerning this deed, and he shall have the right to reconvene it.
20.5 The trustee shall not be obligated to notify any party of the signing of this deed and shall not be entitled to interfere in any way in the management of the company's activities or business, unless his powers according to this deed allow it, or as agreed (if agreed upon in the future) between the company and the trustee and/or between the company and the holders of bonds of the relevant series.
20.6 The trustee shall exercise for the trusteeship the power, authority and mandate granted him in accordance with this deed at his absolute discretion.

21. THE TRUSTEE'S AUTHORITY TO EMPLOY AGENTS

The trustee shall have the right to appoint, within the scope of trusteeship management, (an) agent(s), whether layers or others, to act for him, to carry out or to take part in special actions that have to be performed in connection with the trusteeship and, without derogating from the generality of the aforesaid, to take legal action, provided that the trustee has notified the company of the appointment of said agent. The trustee shall also have the right to pay, at the company's expense, such an agent's reasonable fee in respect of proceedings for or following the making of bonds immediately payable, and at his first demand the company shall immediately repay the trustee these expenses, all this on condition that the company was notified in advance by the trustee of the appointment of said agents. The appointment of an agent shall not release the trustee from any liability imposed on him if powers were not delegated and/or derogate from the trustee's liabilities in respect of his actions or actions of his agents. The company shall have the right to oppose the appointment of a certain said agent on any reasonable basis, including a case where the agent constitutes a competitor or is involved in a conflict of interests, whether directly or indirectly, with regard to the company's business.

22. INDEMNIFICATION OF THE TRUSTEE

22.1 The trustee shall be entitled to an indemnification from holders of the bonds of the relevant series in respect of reasonable expenses he has incurred and/or will incur in connection with actions he has performed or has to perform with regard to the series concerned because of his duty under the conditions of this deed and/or according to law and/or a directive of a competent authority and/or any legal rule and/or a demand of holders of the bonds (with the exclusion of expenses in connection with actions, as aforementioned, in accordance with the company's demands, in which case he shall be entitled to indemnification by the company). Despite the aforesaid, it is herewith clarified and agreed that:

22.1.1 The trustee shall not have the right to claim said indemnification in advance with regard to an urgent matter (without derogating from the trustee's right to indemnification after the event concerning the same matter, if his right has been established).
22.1.2 The trustee shall be entitled to indemnification in respect of liability for damages if found liable by a final judgment or a concluded compromise with regard to a third party that does not hold bonds of the series concerned.
22.2 The right to indemnification, as stated in Section 22.1, shall be subject to the following conditions:
22.2.1 The expenses on account of liability for damages are reasonable.
22.2.2 The trustee acted in good faith, and this action was taken within the scope of his duty, in accordance with legal provisions and under this deed of trust.
22.3 Without derogating from rights to compensation and indemnification granted to the trustee by law and/or according to commitments of the company and the holders of bonds in accordance with this deed, the trustee, his representative, a manager, an agent or any other person appointed by the trustee in accordance with this deed shall be entitled to receive, from the moneys received by the trustee from procedures conducted by him and/or in some other way in accordance with this deed, an indemnification concerning their undertakings, concerning their expenses in connection with the trusteeship or in connection with actions considered by them necessary for the abovementioned activity and/or in connection with exercise of authority and mandate based on this deed as well as in connection with different kinds of legal proceedings, opinions and consultation with lawyers and other experts, negotiations, discussions, expenses, claims and demands with regard to any subject and/or matter performed and/or not performed in some manner, all this in relation to the relevant series, and the trustee shall be allowed to detain the moneys in his possession and pay the sums necessary for said indemnification. All said amounts shall have preference over claims by holders of the bonds of the same series, subject to any legal rule, provided that the trustee acted in good faith and in accordance with his duties and any legal rule and in accordance with this deed.
22.4 Whenever the trustee is obliged, in accordance with the conditions of the deed of trust and/or the law and/or directives of a competent authority and/or any legal rule and/or a demand by holders of bonds of the relevant series and/or a demand by the company, to take any action relating to the series concerned, including, but not limited thereto, initiation of proceedings or filing of suits as demanded by holders of bonds of the series concerned, as stated in this deed of trust, the trustee shall have the right to refrain from taking any such action until he receives a satisfactory letter of indemnity from holders of bonds of the series concerned or from one of them and, if the action is taken on demand of the company, from the company, in respect of any liability for damages and/or expenses that the trustee or the company or one of them may incur as a result of said action. It is made clear that the aforesaid does not release the trustee from taking an urgent action required to prevent fundamental damage to the rights of holders of the bonds of the series concerned.

22.5 Despite all the aforesaid in this Section 22, whenever the trustee may think fit, in order to protect and/or realize the rights of holders of the bonds of the relevant series and/or if obliged, in accordance with the conditions of this deed and/or the law and/or directives of a competent authority and/or any legal rule and/or a demand by the company and/or a demand by holders of bonds of the series concerned, to take legal action, the company shall deposit with the trustee a sum, reasonably determined by the trustee as the expected sum of the trustee's expenses in connection with the proceedings. In case the company does not deposit the abovementioned sum on the date requested by the trustee and the trustee doubts the ability of the company to cover the expenses involved in conducting legal proceedings by the trustee, the trustee shall immediately convene a meeting of holders of the bonds of the series concerned in order to confirm their responsibility for covering of the expenses involved in the proceedings to be initiated by the trustee. In case the holders of the bonds of the series concerned refuse to bear the expenses involved in conducting legal proceedings by the trustee, the trustee shall not be obliged to conduct said legal proceedings. It is herewith made clear that agreement by the holders of said bonds does not release the company from its obligations to bear and to cover all expenses involved in taking said legal actions. In addition, any monies received from realization procedures shall also serve for reimbursement and return of expenses that holders of said bonds have undertaken to bear. It is made clear that the aforesaid does not release the trustee from taking urgent action that is required in order to prevent fundamental damage to the rights of holders of the bonds.

23. NOTICES

23.1 Any notice on behalf of the company and/or the trustee to holders of the bonds of the relevant series shall be given as follows:
23.1.1 By reporting in the Electronic Full Disclosure System (EFDS) of the Securities Authority (the trustee shall have the right to instruct the company, and the company shall be obliged to immediately report in the EFDS in the name of the trustee any report as phrased by him, as transmitted by the trustee to the company);

and

23.1.2 by advertising in two (2) daily newspapers with a wide circulation, published in Israel in the Hebrew language. The advertisement published in the newspapers shall be considered as having been delivered to the holder on the date of publication.
23.2 Copies of the notices given by the company to the holders of the relevant series shall also be sent by it to the trustee of the series concerned, and copies of the notices given by the trustee to the holders of the series concerned shall be sent by him to the company.
23.3 Any notice or demand on behalf of the trustee to the company may be given by means of a letter sent by registered mail or by means of a messenger to the address detailed in the deed of trust, or to another address provided by the company to the trustee in writing and in advance, or by sending by facsimile to the fax number of the company. Any notice or demand sent by registered mail to said address shall be considered as received by the company three (3) business days after its delivery for sending by mail. Any notice or demand sent by means of a messenger to said address shall be considered as received by the company on the first business day after delivery to the company or the day it was offered to the company, as the case may be. Any notice or demand sent by facsimile to said fax number (ascertaining by phone that it was received) shall be considered as received by the company on the first business day after the dispatch.
23.4 Any notice or demand on behalf of the company can be given by means of a letter sent by registered mail or by means of a messenger to the address detailed in the deed of trust or to another address provided by the trustee to the company in writing and in advance, or by sending by facsimile to the fax number of the trustee. Any notice or demand sent by registered mail to said address shall be considered as received by the trustee three (3) business days after its delivery for sending by mail. Any notice or demand sent by means of a messenger to said address shall be considered as received by the trustee on the first business day after delivery to the trustee or the day it was offered to the trustee, as the case may be. Any notice or demand sent by facsimile to said fax number (ascertaining by phone that it was received) shall be considered as received by the trustee on the first business day after the dispatch.

As long as no other written notice from the trustee has been received by the company, the contact person of the trustee with regard to this deed and the bonds shall be Yuval Likver, Attorney, fax no. 03 - 6274849, E-mail: [email protected]

1. WAIVERS, COMPROMISES AND/OR CHANGES IN THE DEED OF TRUST
24.1 Subject to the provisions of any legal rule, the company and the trustee shall have the right, whether before or after the date of maturity of the principal of the bonds of the relevant series, to change the deed of trust and/or the terms of the bonds of the series concerned, if one of the following conditions is fulfilled:
24.1.1 Excluding a change in the due dates in accordance with the terms of the bonds of the series concerned, in its interest rate, in the grounds for making them immediately payable and reports that the company has to submit to the trustee, if the trustee has been convinced that the change does not fundamentally hurt the holders of bonds of the series concerned.
24.1.2 A meeting of the holders of bonds of the series concerned has approved the change by a special decision.
24.2 In addition to the aforesaid in Section 24.1 and subject to the provisions of any legal rule:
24.2.1 Excluding due dates in accordance with the terms of the bonds of the series concerned, its interest rate, the grounds for making them immediately payable and reports that the company has to submit to the trustee for the series concerned, the trustee for the series concerned shall have the right to waive any violation or nonfulfillment of any of the terms of the deed of trust by the company.
24.2.2 The trustee shall have the right, following prior approval in the form of a special decision of a meeting of the holders of bonds of the series concerned, to conclude a compromise with the company in connection with any of their rights or claims and to waive any of their rights or claims against the company in accordance with the deed of trust and the bonds of the relevant series. If the trustee concludes a compromise with the company after obtaining the prior approval of the holders of the abovementioned bonds, the trustee shall be free from any responsibility in respect of this action.
24.3 The company and/or the trustee shall give all holders of bonds of the relevant series a written notice with regard to any change and/or waiver, as stated in subsections 24.1.1 and 24.2.1 above concerning the series concerned, soonest after it becomes valid.
24.4 In any case of exercising the trustee's right in accordance with this Section regarding any relevant series, the trustee shall have the right to demand that the holders of bonds of the series concerned provide him or the company with bond certificates of the series concerned for entering a note with regard to any waiver, compromise, change or amendment and, at the trustee's demand, the company shall enter said note on the bond certificates given to it.
24.5 In addition to the aforesaid, changes in the terms of the bonds shall be permitted within the scope of an arrangement or compromise that was approved by the court, in accordance with Section 350 of the Companies Act.

25. REGISTER OF BOND HOLDERS

The company shall keep, at its head office, a register of bond holders, separately for each relevant series ("THE REGISTER FOR THE RELEVANT SERIES"), in which all registered holders of the bonds of the series concerned shall be entered, according to their status from time to time; also, their addresses, details of the bank accounts for deposition of payments relating to the principal and interest and the nominal value of the bonds of the series concerned, as registered in their name, according to their status from time to time, shall be entered. The register for the relevant series shall also include other holders, if any, following a bond split or conveyance with regard to bonds of the series concerned, if such actions are carried out in accordance with Sections 10 and 11 of the terms stated overleaf on the bond certificate.

The company shall have the right to close the register for the relevant series from time to time for a period or periods not exceeding a total of thirty (30) days a year.

The holder of bonds of the relevant series shall have the right to view the register for the series concerned at any reasonable time as long as he holds bonds of the series concerned. In addition, the trustee shall have the right to view the register for the series concerned at any reasonable time.

26. APPOINTMENT OF A NEW TRUSTEE AND EXPIRY OF THE TRUSTEE'S TERM OF OFFICE

26.1 The trustee's term of office shall expire in the cases mentioned in Section 35(14) of the Securities Act and in accordance with its terms and conditions.
26.2 If the trustee's term of office expires or if the trustee is substituted as a result of the Securities Authority's demand that the trustee stop serving as trustee for a number of series of bonds of the company, the company shall see to it that a new trustee is appointed, i.e. a trust company of one of the six large Israeli banks, or any other trustee approved by a meeting of the holders of bonds by a majority of holders of bonds of the relevant series. In case of an appointment of a new trustee that is not a trust company of an Israeli bank and is presented for approval by a meeting of holders of bonds of the relevant series, the company shall provide, when convening the meeting, details of its equity and the insurance arrangements it has made in connection with fulfillment of its duty as trustee for the holders of bonds of the relevant series.
26.3 The trustee shall transfer to the new trustee all documents and sums accumulated in the trustee's office in connection with the trusteeship that forms subject of the deed of trust for the relevant series, and shall sign all required documents. Any new trustee shall have the same powers, duties and authority and shall be able to act, to all intents and purposes, as if it were appointed trustee from the outset.

27. MEETINGS OF HOLDERS

Meetings of holders of each relevant series shall be conducted as stated in the SECOND SUPPLEMENT to this deed.

28. REPORTING TO THE TRUSTEE

As long as the bonds of any relevant series are in circulation and have not yet been fully repaid, the company shall provide the trustee with the following:

28.1 Audited annual financial reports of the company and reviewed quarterly financial reports of the company, immediately following their publication.
28.2 Within four (4) business days after a payment to holders of bonds of the relevant series, the company shall pass to the trustee a duly signed letter, confirming the payment to the bond holders and the balance of the nominal value of the bonds of this series that are still in circulation on the date of confirmation.
28.3 Within ten (10) days after the end of the calendar year, while this deed is still valid, the company shall pass to the trustee a duly signed letter, stating that to the best of its knowledge that no violation of this deed has taken place, unless otherwise indicated.
28.4 Not later than thirty (30) days after issuance of a bond series within the scope of a shelf offer report in accordance with the shelf prospectus, the company shall pass to the trustee an amortization schedule for payment of the bonds (principal and interest) of the issued series, concentrated in an Excel file.
28.5 The company shall notify the trustee immediately in writing of any reasonable worry of the company that all or part of the events detailed in Section 7.1 above may take place with reasonable certainty and that all or part of the events detailed in Section 7.1 have taken place.

29. REPORTING BY THE TRUSTEE

29.1 The trustee shall prepare within three months of the end of a trusteeship year an annual report concerning trusteeship matters ("THE ANNUAL REPORT").
29.2 The annual report shall detail the following subjects: Current details of the course of trusteeship matters during the past year; reporting exceptional events in connection with the trusteeship that took place during the past year.
29.3 Holders of bonds shall have the right to view the annual report at the trustee's offices during regular working hours and shall be entitled to a copy of the report on demand. A copy of the report shall be delivered to the company at the same time as it is made ready for viewing by the bond holders.
29.4 The trustee shall give the bond holders a notice, as provided in Section 23 of this deed, about the date of submission of said annual report. If the trustee learns of a fundamental violation of the deed of trust by the company, he shall notify the bond holders of the violation and on the measures taken in order to prevent it or to ensure fulfillment of the company's obligations, as the case may be.
29.5 The trustee's obligations under this Section shall be in addition to the trustee's reporting obligations in accordance with any legal rule.

30. APPLICABLE LAW AND JURISDICTION

The law applicable to this deed of trust, including its appendices, shall be the Israeli law. The courts in the city of Tel Aviv - Yafo shall have unique and sole jurisdiction over any controversy concerning this deed.

31. EFDS AUTHORIZATION

The trustee authorizes, by signing this deed, any senior company official to report in the trustee's name to the EFDS system about his engagement in this deed and his signature.

IN WITNESS WHEREOF THE PARTIES SET THEIR HANDS:

STAMP + /S/ YAHEL SHACHAR;
/S/ SHACHAR RACHIM	/S/

Scailex Corporation Ltd.	Clal Finances Trusteeships 2007 Ltd.

Signed by: Messrs. Yahel Shachar and Shachar Rachim

CERTIFICATION BY ATTORNEY

I, the undersigned, Rona Bergman Naveh, Attorney, certify that this deed was duly signed by Messrs. Yahel Shachar and Shachar Rachim, senior company officials of Scailex Corporation Ltd.

/s/ Rona Begman Naveh --------------------- Rona Bergman Naveh, Attorney

SCAILEX CORPORATION LTD.

FIRST APPENDIX

BOND CERTIFICATES FROM SERIES A TO J AND BOND CERTIFICATES FROM SERIES 1 TO 10

A bond certificate is hereby issued for redemption in __ payments from the year ___ to ____ (including), [which carries/ does not carry] [an annual interest / linkage differentials] as stated above.

BONDS REGISTERED IN THE NAME OF
Certificate number:
Annual interest rate:%
Stated value of this bond: NIS
The registered holder of this bond:

1. This certificate attests that Scailex Corporation Ltd. ("THE COMPANY") will pay [on the day of____/on the dates____] of each year from ____ to ____ (including) ____% of the stated value of this bond, to the holder (as defined in the terms detailed overleaf) registered on the bond at the determining date for that payment, all dependent on the terms detailed overleaf and the trust deed from the day 11 August 2009 between the company on one hand and Clal Finance Loyalties 2007 Ltd. and/or whomever serves occasionally as a trustee for the bond holders according to the trust deed ("THE TRUSTEE" and "THE TRUST DEED" respectively)
1. This bond carries an interest at the rate of the annual interest rate mentioned above, which will be paid at the dates, all in accordance to the terms stipulated overleaf.
1. This bond will be [index linked/ non index linked] (capital and interest), all in accordance to the terms stipulated overleaf.
1. This bond is issued as part of series ____ of bonds whose terms are identical to the terms of this bond ("THE RELEVANT SERIES"), in accordance to the terms stipulated overleaf and on the trust deed. It is made clear that the instructions for the trust deed are an inseparable part of this bond, and obligate the company and the holders of the bonds included in the aforementioned series.
1. Bonds from the relevant series [will be/will not be] insured by securities, any form of collateral or in any other manner, all as specified in the company's proposal report from ____ according to which the bonds from the relevant series were first offered to the public ("FIRST PROPOSAL REPORT").

As long as it has not been stipulated otherwise in the first proposal report for the bonds of the relevant series, the company is allowed to use all and/or part of its assets as collateral, in any attachment and any manner whatsoever, towards whomever it finds suitable, without any limitation whatsoever, and to any degree, including for securing some bonds (or some series of bonds) or other commitments, without requiring approval of the trustee and/or the holders of bonds from every series. Likewise, the company is allowed to sell, lease, hand over or transfer in any manner its assets, in full or partially, in any method, to whomever it deems right, without requiring any sort of approval from the trustee and/or holders of bonds from every series

All bonds from the relevant series will stand at equal ranking among themselves in relation to the company's commitments according to the bonds from this series, without preferences or priorities of one over the other.

			SIGNED BY THE COMPANY ON

		SCAILEX CORPORATION LTD.

THE CONDITIONS LISTED OVERLEAF

1. GENERAL

In this bond (series____) the following phrases will have to following meanings, unless a different intention arises from context:

"THE COMPANY" and/or

"THE ISSUER" Scailex Corporation Ltd.

"THE TRUST DEED" The trust deed signed between the company and the trustee on 11 of august 2009, including its appendixes which are an inseparable part of it;

"THE PROSPECTUS" or

"THE SHELF PROSPECTUS" A shelf prospectus of the company which will be published for the bonds, among others;

"PROSPECTUS REPORT" or

"SHELF PROSPECTUS REPORT" A shelf offer which would be published according to the shelf prospectus, in accordance with the securities provisions law 1968, wherein bonds from the relevant series would be offered while stating all the details unique to that offer;

"FIRST PROPOSAL REPORT

FOR THE RELEVANT SERIES" An offer report according to which bonds from the relevant series would first be offered;

"THE BONDS SERIES" or

"THE RELEVANT SERIES" A series of bonds, planned series A to J and/ or series 1 to 10 of the company's bonds, when each one of these bond series would be at the total specified sum of up to 4,000,000 NIS, written in name, wherein the condition of each is according to bond certificate of that series and the first proposal report for the bonds from the same series, which will be issued from time to time by the company at its exclusive discretion;

"THE BONDS" or "THE BOND" Bonds, from each of the bonds series;

"THE TRUSTEE" Clal Finance Loyalties 2007 Ltd. and/or whomever serves occasionally as a trustee for the bond holders according to this trust deed;

"THE REGISTRY FOR

THE RELEVANT SERIES" The registry of bond holders from the same series as stated in article 25 of the trust deed;

"THE BOND HOLDERS" and/or

"THE BOND OWNERS" and/or the

"HOLDERS" Whoever is holding the bonds;

"SPECIAL DECISION" A decision reached at a general assembly of bond holders of the relevant series, where those present, in person or represented by their agents, hold at least fifty five percent (55%) of the remainder of the stated value of the bonds in circulation from the same series, or in a postponed assembly where those present, in person or represented by their agents, hold at least ten percent (10%) of said remainder, and which was accepted (be it the original or postponed assembly) a majority of at least seventy five percent (75%) of all the participants' votes, not including those abstaining;

"BOND CERTIFICATE" Bond certificates from the relevant series whose wording appears in the first appendix to the trust deed;

"THE LAW" or "THE SECURITIES PROVISIONS

LAW" The securities provisions law 1968, and the regulations according to it, as they will be from time to time;

"THE COMPANIES LAW" The companies law 1999;

"THE CAPITAL" The stated value of the bond from the relevant series which has yet to be redeemed;

"TRADING DAY" Any day when there is commerce at the Tel Aviv Stock exchange Ltd.;

"BUSINESS DAY" or

"BANK BUSINESS DAY" Any day when the majority of banks in Israel are open for business;

"BUSINESS DAY ABROAD" Any day when a quote is set for a prime interest rate regarding foreign currency published in the Reuters news service or any other source of information detailed in the first proposal report for bonds from the relevant series;

"THE STOCK EXCHANGE" The Tel Aviv Stock exchange Ltd.;

"THE CONSUMER PRICE INDEX"

or "THE INDEX" The price index known as "the consumer price index" which includes fruit and vegetables and is published by the Central Bureau of Statistics and Economic Research, including the same index even it is published by some other official organization or institute, and also including any official index that might replace it, whether it is based on the same data which the current index is based on, or not. If a different index were to replace it, published by an institute or organization as stated above, and that institute or organization has not determined the ratio between the new index and the index being replaced, this ratio would be determined by the Central Bureau of Statistics, and in case that ratio is not determined as above, then it would be determined by the trustee for the relevant series, in consultation with economic experts chosen by him;

"THE KNOWN INDEX" at a

specific date The last known index before the same date;

"THE PRIME INDEX" for the

whole relevant series The known index on a certain day, which would be detailed in the first proposal report of the same relevant series;

"THE PAYMENT INDEX" The known index on the day determined for any sort of payment for the capital and/or interest

If it is detailed in the first proposal report of the relevant series that it is index linked and that the capital and/or interest of the bonds would be protected, in case the known index at the determined date of the relevant payment is lower than the prime index, the payment index would be the prime index.

If it is detailed in the first proposal report of the relevant series that it is index linked and that the capital and/or interest of the bonds would not be protected as stated, the payment index would be the known index at the determined date of the relevant payment, even if this index is lower than the prime index;

"THE REGISTERING COMPANY" The registering company of Israel Discount Bank Ltd.;

"FOREIGN CURRENCY" No more than one foreign currency for each relevant series, as detailed in the first proposal report of the bonds from the same series;

"FOREIGN CURRENCY RATE" The representative rate of foreign currency as published by the Bank of Israel, or any official exchange rate of foreign currency to Israeli currency which might replace said representative rate and at the same time apply to governmental bonds linked to said foreign currency rate;

"THE KNOWN RATE" at a

specified date The latest foreign currency rate determined by the Bank of Israel before that date. However, at a period when the Bank of Israel does not tend to determine a representative rate, the known rate at a specific date would be the last rate determined before that date by the Finance Minister together with the Governor of the Bank of Israel for governmental foreign currency rate linked bonds;

"THE PRIME RATE" for the

whole relevant series The known rate on a certain day, which would be detailed in the first proposal report of the same relevant series;

"THE PAYMENT RATE" The known rate on the actual day of payment;

"BANK OF ISRAEL INTEREST" The interest rate for non-linked New Israeli Shekels which the Governor of the Bank of Israel declares from time to time as the stated interest rate of the Bank of Israel or any interest rate determined by some qualified authority in place of the stated rate;

"TELBOR RATE" The interest rate for inter-bank loans in NIS, calculated by interest offers offered by several banks in Israel, for a period specified in the first proposal report of the relevant series, as it appears on the sample day (if it is on Monday to Thursday - at 13:00 or near it, and if it is on Friday - at 12:00 or near it) at the Reuters information distribution system or other source of information as detailed in the first proposal offer of bonds from the relevant series;

"LIBOR RATE" The interest rate offered in the London inter-bank market for deposits in US dollars for a period specified in the first proposal report of the relevant series (for a week, a month, six months, etc.), as quoted on the sample day, at 11:00 London time, or closely following it, on the Libor01 page published by Reuters news service or if this page is exchanged for a different page then as quoted on the sample day at the stated hour or following it on said different page;

"EURIBOR RATE" The interest rate offered in the inter-bank market for deposits in Euros for a period specified in the first proposal report of the relevant series (for a week, a month, six months, etc.), as quoted on the sample day, at 11:00 Central European Time (CET), or closely following it, on the Euribor01 page published by Reuters news service (or if this page is exchanged for a different page then as quoted at the stated hour or following it on said different page) or some other source of information as specified in the first proposal offer of bonds from the relevant series;

"SHORT-TERM LOAN" Bonds issued in series by the State of Israel for the purpose of short term loans which the State of Israel lends in accordance with the short term lending provision of law 1984 and/or any law that replaces it and/or is added to it, which are registered for trading at the Tel Aviv Stock Exchange Ltd. and which are tendered by the Bank of Israel and do not carry interest and/or linkage differentials.

"SHORT TERM LOAN FOR A YEAR" A series of short term loans in circulation whose term of redemption is determined for the period closest to a period of 12 months from the sample day (as defined below) as long as its date of redemption is at least 10 months from the sample day. In case there is no short term loan on the sample day as stated the short term loan for a year would be a series of different governmental bonds which do not carry linkage differentials, registered for trading in the Tel Aviv stock Exchange and whose redemption date is set to a period closest to 12 months from the sample day. The relevant series of short term loans and its date of redemption would be detailed in the first shelf proposal report of the bonds.

"VARIABLE INTEREST

GOVERNMENT BONDS" A series of governmental bonds with changing interest issued by the state's lending regulations (governmental bonds - changing interest) 2006, as published by the governmental debt management department of the accountant general. The governmental bond series and its date of redemption would be specified in the first shelf proposal report of the bond certificates from the same series.

"PRIME RATE" The Libor rate or the Telbor rate or the Euribor rate or the Bank of Israel rate or the Prime rate or the yield of the short term loan for a year, or the interest carried by a variable rate governmental bond, as determined in the first proposal report of the relevant series;

"SAMPLE DAY" for a

specified interest period In relation to the Libor rate or the Euribor rate - the business day abroad which comes two (2) business days before the first day of the same rate period; in relation to the Telbor rate - the bank business day which comes two (2) business days before the first day of the same rate period; in relation to the Bank of Israel rate - the first day of the same rate period. In relation to short term loan for a year or variable rate governmental bonds or prime rate - the bank business day which comes two (2) business days before the first day of the same rate period.

"THE STOCK EXCHANGE

CLEARING HOUSE" The clearing house at the Tel Aviv Stock Exchange Ltd.

This bond is one of a series of bonds (series A to J) or of bonds (series 1 to 10), registered in name, of a total specified sum of up to 4,000,000 NIS for each relevant series. The bonds from this series will stand at an equal ranking amongst themselves, without preferences or priorities of one over the other.

This bond stands for redemption (capital) in a number of payments which would be made at each of the dates as specified in the first proposal report according to which the bond would be offered and subject to the linkage terms in article 3 below, but at no more than one period per quarter. The basis for linkage (or the lack of linkage) and the type of interest (or lack of interest) carried by the capital bond issued will be detailed in the proposal report according to which the bond would first be offered. The interest rate carried by the capital bond issued or the space above or below the prime rate carried by the capital bond, or the lack of interest carried by the capital bond, as the case may be, will be detailed in the proposal report according to which the bond would first be offered. The interest, whatever it may be, will apply to the capital bond, paid yearly in a single annual payment or in two bi-annual payments or in four quarterly payments, all in accordance with what is specified in the proposal report according to which the bond would first be offered. The dates and number of capital payments, the basis for linkage (or the lack of linkage), the type of interest, the rate of interest, or the way it is determined and the dates of interest payment (or lack of interest) carried by the bond, as specified in the proposal report according to which the bond would first be offered, will be determined by the company on the eve of the bond's first offering.

2. THE DATE OF CAPITAL BONDS REDEMPTION

This bond is redeemable (capital) in several payments, which would be made at each of the dates specified in the first proposal report according to which the bond would be offered and subject to the linkage terms in article 3 below, but at no more than one date per quarter.

3. THE BASIS FOR CAPITAL BONDS LINKAGE

The capital for the bonds from the relevant series may by linked to any of the linkage bases detailed below or not linked, all in accordance to what is detailed in the first proposal report of the same series, while referring to the linkage bases definitions specified in articles 3.1 to 3.4 below:

3.1. INDEX-LINKED

If it is decided in the conditions of the relevant series that the bond's capital and interest of the same series are index-linked then the linkage of capital and interest to the index would be made in such a manner that if at some date of payment made from capital and/or interest for these bonds it is found that the index of payment is higher than the prime index, then the company would pay the same payment of capital and/or interest, where it is increased in relation to the rate of increase in the payment index as compared to the prime index. If the index of payment is lower than the prime index, see the definition of "payment rate" in article 1 above.

The interest paid for the bonds of the same series would be a fixed rate interest as stated in article 4.1.1 below or a variable interest rate (Bank of Israel rate or Telbor rate, or prime rate or short-term loan for a year yield, or the interest carried by variable interest rate governmental bonds, as determined in the first proposal report of the relevant series, with the addition or subtraction from the profit specified in the aforementioned proposal report or as determined by bid) as stated in article 4.1.2 below.

3.2. FOREIGN CURRENCY LINKED

If it is decided in the conditions of the relevant series that the bond's capital and interest of the same series are foreign currency linked then their linkage to the foreign currency would be made in such a manner that if at some date of payment made from capital and/or interest for these bonds it is found that the rate of payment is higher than the prime rate, then the company would pay the same payment of capital and/or interest, where it is increased in relation to the rate of increase in the payment rate as compared to the prime rate. If the payment rate is lower than the prime rate, the company would then be allowed to determine in the first proposal report of that series whether the capital and/or interest of the bonds would be protected (meaning, if the payment rate is lower than the prime rate, the payment rate would be the prime rate) or would not be protected as stated (meaning, the payment rate would be the known rate at the time of payment, even if this rate is lower than the prime rate). The existence of protection, as stated, is reserved for cases where the payment rate is lower than the prime rate detailed in said first proposal report.

The interest paid for bonds from the same series would be a fixed rate interest as stated in article 4.3.1 below or a variable rate interest (Libor rate or Euribor, as determined in the first proposal report of the relevant series, with the addition or subtraction from the profit specified in said proposal report or determined by bid) as stated in article 4.3.2 below.

3.3. UNLINKED BONDS

In case the terms of the relevant series do not determine any basis for linkage of capital bonds from the same series, the capital would be stated in NIS and not linked to any sort of index or currency. In this case, the interest for the bonds from that series would also not be linked to any sort of index or currency.

The interest paid for bonds for the same series will be a fixed rate interest as stated in article 4.2.1 below or a variable rate interest (Bank of Israel rate or Telbor rate, as determined in the first proposal report of the relevant series, with the addition or subtraction from the profit specified in the aforementioned proposal report or as determined by bid) as stated in article 4.2.2 below.

3.4. `Subject to the stock exchange's regulations and instructions, the method of linkage would not be change for the duration of the bonds period, and the linkage of each series would relate to no more than on basis for linkage, as far as bonds are linked to some linkage basis.
1. THE INTEREST OF BONDS FROM SERIES A TO J AND FROM SERIES 1 TO 10 WHICH WOULD BE OFFERED ACCORDING TO THE SHELF PROSPECTUS

The capital for the bonds of the relevant series will carry an interest as determined in the first proposal report of the same series, and according to whichever of the interest calculation mechanisms detailed below, as specified in that same proposal report while referring to the interest mechanisms below:

4.1. INTEREST ON INDEX-LINKED CAPITAL

The bonds' capital, if they are linked to the consumer price index, will carry a linked interest as stated, when the interest is of a fixed rate or a variable rate, as specified below:

4.1.1. FIXED RATE INTEREST fixed rate interest as determined in the first proposal report of the same series and/or in a bid according to said proposal report.
4.1.2. VARIABLE RATE INTEREST WHEN THE SPACE ABOVE OR BELOW THE PRIME INTEREST WOULD BE DETAILED IN THE FIRST PROPOSAL REPORT OF THE RELEVANT SERIES OR DETERMINED IN A BID ACCORDING TO IT, AND WHEN THE PRIME RATE IS THE BANK OF ISRAEL RATE OR THE TELBOR RATE the interest rate for the bond's whole interest period will be determined in accordance with the prime interest rate as stated (Bank of Israel rate or Telbor rate, as specified in said proposal report), as quoted on sample day. The company will submit an immediate report within four (4) days of sample day for the interest rate determined as stated.

4.2. INTEREST ON UNLINKED CAPITAL

The bonds' capital, if they are not linked to any index or currency, will carry a fixed rate interest or variable rate interest, as specified below:

4.2.1. FIXED NIS INTEREST a fixed rate interest determined in the first proposal report of the same series and/or in a bid according to said proposal report.
4.2.2. VARIABLE RATE INTEREST WHEN THE SPACE ABOVE OR BELOW THE PRIME INTEREST WOULD BE DETAILED IN THE FIRST PROPOSAL REPORT OF THE RELEVANT SERIES OR DETERMINED IN A BID ACCORDING TO IT, AND WHEN THE PRIME RATE IS THE BANK OF ISRAEL RATE OR THE TELBOR RATE the interest rate for the bond's whole interest period will be determined in accordance with the prime interest rate as stated (Bank of Israel rate or Telbor rate, as specified in said proposal report), as quoted on sample day. The company will submit an immediate report within four (4) days of sample day for the interest rate determined as stated.

4.3. INTEREST ON FOREIGN CURRENCY LINKED CAPITAL

The bonds' capital, if they are linked to foreign currency, will carry a linked interest as stated, wherein the interest is of a fixed rate or a variable rate, as specified below:

4.3.1. FIXED FOREIGN CURRENCY LINKED INTEREST a fixed rate interest determined in the first proposal report of the same series and/or in a bid according to said proposal report.
4.3.2. VARIABLE RATE INTEREST WHEN THE SPACE ABOVE OR BELOW THE PRIME INTEREST WOULD BE DETAILED IN THE FIRST PROPOSAL REPORT OF THE RELEVANT SERIES OR DETERMINED IN A BID ACCORDING TO IT, AND WHEN THE PRIME RATE IS THE LIBOR RATE OR THE EURIBOR RATE - the interest rate for the bond's whole interest period will be determined in accordance with the prime interest rate as stated (Libor rate or Euribor rate, as specified in said proposal report), as quoted on sample day. The company will submit an immediate report within four (4) days of sample day for the interest rate determined as stated.
4.4. The interest rate for the first period of interest for bonds from the relevant series would be detailed in the first proposal report of the same series and/or in a report published by the company regarding the outcome of the bid in relation to the interest rate, as the case may be.
4.5. It is made clear that in relation to the bonds which carry a variable rate interest as stated in articles 4.1.2, 4.2.2, and 4.3.2 of this note, it is expected that the interest rate paid for the whole interest period would be a different rate as detailed above.
4.6. The interest rate determined for each relevant series would be a yearly rate. As long as the bonds' terms dictate that the interest they incur will be paid at more than one period during the year, the payment of interest made at every payment period would be calculated according to the annual interest rate divided into the number of annual payments determined by the terms of the bonds from the relevant series and all as it is detailed in the shelf prospectus report according to which the bonds would first be offered.
4.7. The interest for the bonds from the relevant series would be paid annually [in one annual payment/in two bi-annual payments/in four quarterly payments] [on the day____/days____] of each year from____ to ____, all as detailed in the first proposal report of the same series, for the interest period [the twelve months/six months/three months, as the case may be] which ended on the last day before the date of payment (henceforth: "THE INTEREST PERIOD"). The first interest period for the bonds from the relevant series will begin on the first trading day after the date when the signature list is closed as detailed in the aforementioned proposal report and ending on the last day before the first date of payment for the interest. Any additional interest period for the bonds from the relevant series would begin on the first day following the end of the nearest interest period prior to it, and end on the last day before the nearest payment date following its first day. The interest for the first interest period would be calculated by the number of days in this period on the basis of 365 days per year.
4.8. The interest on the capital for the bonds from the relevant series would be calculated starting from the first day of the first interest period. On this day the company would submit an immediate report detailing the interest rate paid for the first interest period, calculated as stated above.
4.9. The last payment for the interest on the capital for the bonds from the relevant series would be paid along with the last payment for the capital account for the bonds from the relevant series, against delivery of the bonds from the same series into the company's hands.

5. CAPITAL AND INTEREST PAYMENTS FOR THE BONDS

5.1. The payments for the interest account and/or the capital for bonds from the relevant series that would be offered according to the shelf prospectus would be paid to individuals whose names would be listed in a registry for the same series at dates specified in the first proposal report of the same series in accordance with the stock exchange's regulation as they stand at that time ("THE DETERMINING DAY OF THE RELEVANT SERIES"), excluding the final payment of capital and interest which would be made against delivery of the bonds from the same series into the company's hands, at its registered office or any other location the company decides upon no later that five (5) business days prior to the last date of payment.
It is made clear that whomever is not listed in the registry for the relevant series on the determining day of the relevant series would not be entitled to interest payment for the interest period beginning prior to that date.
5.2. In any case where the date for redemption of payment for interest and/or capital account falls on a day that isn't a business day, the date of payment would be postponed to the first business day following it without additional payment, and the "determining day" to determine entitlement for redemption or interest will not change because of it.
5.3. Any payment for interest and/or capital account which is delayed by more than seven (7) business days from the predetermined payment date according to the stated conditions of the bonds, for reasons dependent on the company, would carry an arrears interest (as defined below) starting from the date determined for payment and up to the date of actual payment. In this matter, an arrears interest means an annual interest equal to the bond's interest, as stated in article 4 above, with an addition of 2%. In case of a delay in payment as detailed above, the company would announce the rate of interest, including the arrears interest as stated, in an immediate report two (2) trading days before the actual date of payment.
5.4. The payment of capital and interest would be made subject to the terms of linkage as stated in article 4 above, as the case may be.
5.5. Payment for those entitled would be made by check or bank transfer to the bank accounts belonging to the individuals whose names are listed in the registry for the relevant series and which would be mentioned in the details given to the company in time, in accordance with article 5.6 below. If the company cannot pay any amount to those entitled to it, for reasons not dependent on it, the instructions of article 12 of the trust deed would come into effect.
5.6. The holder of the bonds from the relevant series would supply the company with the details of the bank account to which the payments would be credited for said holder for the bonds from the same series as stated above, or notify of changes in the said account's details or his address, as the case may be, in written message sent by registered mail to the company. The company would have to act according to the holder's message regarding said change within fifteen (15) business days from the day the holder's message reached the company.
5.7. In case the bond holder entitled to the aforementioned payment did not supply the company with the details of his bank account in time, each payment for the capital account and interest would be made by check sent by registered mail to his most recent address listed in the registry for the relevant series. The delivery of the check to the entitled individual by registered mail would be considered as payment of the amount stipulated in it on the date of delivery by mail for all intents and purposes, given that it was cashed with its presentation as proof of this.
5.8. Any obligatory payments would be deducted out of every payment for the bonds form the relevant series, as required by law.

6. GENERAL INSTRUCTIONS

6.1. The capital and interest sums would be paid to every bond holder regardless of any beneficiary rights or deduction rights or any counter claim existing or that would exist between the company and the aforementioned holder.
6.2. The company would not be obligated to enter into the registry for the relevant series any declaration regarding trusteeship, mortgaging and attachment of any kind or type, or any beneficiary right or any other right in relation to the holder's ownership of the bond.
6.3. Anyone who has become entitled to the bond as a result of bankruptcy or as a result of the holder's dismantlement proceedings would have the right, when presenting the evidence required by the company, to be listed in the registry for the relevant series as the holder of the bonds.
1. CONVERSION RIGHTS FOR BONDS FROM SERIES 1 TO 10 INTO STOCKS ("EXCHANGEABLE BONDS")

7.1. TERMS OF CONVERSION

7.1.1. On every trading day from the first day that each of the series of exchangeable bonds are registered for trading in the stock exchange and up to a number of days before the end of the period for the bonds from the same series, in accordance with the stock exchange's instructions as they would be at the date of the first proposal report of the same series and as detailed in the said proposal report ("THE EXCHANGE PERIOD", and every said trading day would henceforth be called "THE EXCHANGE DATE", and the last day of the exchange period would henceforth be called "THE END OF THE EXCHANGE PERIOD"), excluding a number of days before the determining date for partial redemption in accordance with the stock exchange's regulations and instructions as they would be on the date of said proposal report and up to the date when the partial redemption is executed, the remainder capital of the exchangeable bonds form the same series that are in circulation at that time are exchangeable to regular stocks written in the name, totally 0.12 NIS each, fully redeemed by the company ("THE EXCHANGE STOCKS"), according to the exchange rate which would not decrease from the stated value of the company's regular stocks at the time of said proposal report ("EXCHANGE RATE"), subject to suitability as detailed below, and in the manner and conditions, all as detailed in said proposal report.

7.1.2. Any holder of the exchangeable bonds from any series who wishes to exchange the remainder of stated value of the exchangeable bonds capital from the same series he is holding to exchange stocks ("THE EXCHANGER"), would submit directly to the company at its registered office (in case those bonds are registered in the name of the exchanger in the registry of the same series) or through a member of the stock exchange (in case those bonds are held by the exchanger through the same member of the stock exchange) on the exchange dates and in any case before the end of the exchange period relating to that series, a written request filled out on a form, as determined by the company, accompanied by the exchangeable bond certificates which the request relates to ("THE EXCHANGE NOTICE").
7.1.3. In one exchange notice the exchange of the remainder of the stated value of the capital of several bonds from the same series registered in the name of the same holder may be requested, and in such a case all the exchangeable bond certificates which the exchange notice relates to must be attached.
7.1.4. In the case of exchanging exchangeable bonds for stocks in accordance with this article regarding only part of the stated value of the exchangeable bonds registered on one certificate, the exchangeable bond certificate must first be split into the required number of bond certificates in a manner that the total stated value sum of the bonds registered in them would be equal to the stated value of the bonds to be thus split.
7.1.5. The exchange notice forms can be obtained at the company's registered office as well as wherever else the company announces.
7.1.6. The exchanger would sign at any time whatever document he would be required to by law and according to the company's instructions for the allocation of the exchange stocks. The day the company receives an exchange notice directly from the exchanger (for bonds held directly), or the stock exchange clearing house receives a notice from a stock exchange member regarding the exchange of the exchangeable bonds (for bonds held through the registering company) which fulfills all of the terms detailed above, as the case may be, would be considered the exchange day ("THE DATE OF EXCHANGE").
7.1.7. If the exchanger did not meet all the terms for exchanging the exchangeable bonds fully, the exchange notice would be considered void, and the bond certificate attached to the exchange notice would be returned to the requestor.
7.1.8. An exchange notice delivered to the company cannot be cancelled or changed.
7.1.9. The exchanger is not entitled to the allocation of part of one exchange stock, but all the fractions of the exchange stock created during exchange, if they are created, would be sold at the stock exchange by a trustee appointed to this goal by the company within thirty (30) days after such fractions have accumulated into whole stocks in an amount which can reasonably be sold in the stock exchange, considering the costs involved, and the net gain from their sale would be distributed among those entitled to them correspondingly within fifteen (15) days from the date of sale. A single said benefactor would not receive a check for less than 50 NIS and he may receive said amount by coming to the company's offices to receive this said amount within twelve (12) months from the date of sale, or else he would forfeit his right to the sum.
7.1.10. Exchange stocks would entitle their owners full participatory rights for each dividend or other division, where the determining date for their reception is the exchange date or after it, and would be equal in rights in all aspects to regular stocks with a stated value of 0.12 NIS, which would exist in the company's capital at that time.
7.1.11. The exchangeable bonds that have been exchanged would be removed from circulation on the date of their exchange and would be null and void, retroactively for the date of their exchange, from the day exchange stocks were allocated for them, and would not entitle any rights for interest after the last date of interest payment which the determining date for occurred before the date of exchange and likewise would not entitle any rights for linkage differentials which have accumulated for the capital sum according to the linkage terms stated in article 3 above (and which were supposed to be paid together with the bonds capital, if the requestor had not realized his right to exchange the exchangeable bonds to stocks as stated above).
7.1.12. each part of the exchangeable bonds from any series which is not exchanged until the end of the exchange period relating to that same series would no longer entitle its holder any right to exchange it to exchange stocks, and the exchanging right for it would be null and void after that date.

7.2. TIMETABLES FOR EXCHANGE

The exchange of exchangeable bonds would be subject to the bylaws of the stock exchange clearing house as they stand at the actual time of exchange.

Within one trading day of the date of exchange the company would allocate each exchanger with certificates for the exchange stocks he deserves, and after the approval of registration for the allocated exchange stocks to be traded in the stock market, the company would work towards registering the exchange stocks for trading in the market within three (3) days of the date mentioned above.

7.3. INSTRUCTION FOR THE DEFENSE OF EXCHANGEABLE BOND HOLDERS DURING THE EXCHANGE PERIOD.

7.3.1. DISTRIBUTION OF BONUS SHARES

If the company would distribute bonus shares from the date of the first proposal report of a certain series of exchangeable bonds and up to the end of the exchange period for that same series, the rights of the exchangeable bond holders of the same series would be maintained in the following manner:

7.3.1.1 Following the determining date for entitlement to participation in the said distribution, the number of conversion shares to which the holder of the convertible bonds of the same series on their conversion will increase, by means of adding to the number of shares to which the said holder would have been entitled, as bonus shares, had the convertible bonds been converted immediately prior to the said determining date.
7.3.1.2 The holder of the convertible bonds shall not be entitled to the allocation of part of the bonus shares as stated above, however all fractional shares creat5ed at the time of the conversion shall be accumulated into whole shares and will be sold on the stock exchange, by a trustee appointed for this purpose by the \Company, within thirty (30) days of the said allocation, and the net proceeds (after deducting the sale expenses and payments of mandatory payment and imposts) shall be divided between the entitled parties within fifteen (15) days of the sale date. A check in an amount of less than 50 NIS shall not be sent to an entitled party, and he will be entitled to receive the said amount at the offices of the Company during normal working hours. If within twelve (12) months of the sale date the said entitled party does not appear at the Company's offices in order to receive the said amount, his right to this amount will be lost.

7.3.1.3 Subject to that set forth in the By-laws and in stock exchange guidelines, the adjustment method cannot be changed.

7.3.2 RIGHTS ISSUE

If the Company offer to its shareholders, between the date of the initial offering report of any series of the convertible bonds and until the end of the conversion period for that series, securities of any kind by way of a rights issue, the number of shares in respect of the conversion of convertible bonds of that series which have yet to be converted into ordinary shares of the Company, the right to purchase the securities offered under the rights issue will be adjusted at the determining date, in accordance with the bonus element in the rights, as expressed by the relationship between market price of the Company's share at the said determining date and the "ex-rights" base price. Subject to that set forth in the Stock Exchange guidelines, the aforementioned method of adjustment cannot be changed.

7.3.3 RECONCILIATION IN RESPECT OF DIVIDEND DISTRIBUTION

If the Company carries out a dividend distribution , as defined in the Companies Law ("THE DISTRIBUTION"), where the effective date for entitlement thereto ("DISTRIBUTION EFFECTIVE DATE") is prior to the end of the conversion period, one of the provisions set forth in sub-clauses 7.3.3.1 through 7.3.3.3 shall apply, all as determined by the Company in the initial offering report of the relevant series. The Company shall publish separately in the said offering report the mode of reconciliation of the conversion price and/or conversion ratio resulting from the distribution, in accordance with its choice of one of the following alternatives.

7.3.3.1 The conversion price and/or conversion ratio will not be adjusted as a result of a distribution by the Company
7.3.3.2 Commencing on the first day of trading, on which the Company's shares are traded after the distribution effective date (ex-dividend), the conversion price of the convertible bonds of the relevant series, shall be equal to the previous conversion price, as at the distribution effective date, less the net distribution amount in respect of each conversion share, with the conversion price being not lower than face value of the Company's shares at that time (herein "THE ADJUSTED CONVERSION PRICE").

"NET DISTRIBUTION AMOUNT PER SHARE" for this purpose is the amount to be distributed by the Company in respect of each share, less the amount of income tax to be deducted by the Company form individuals who are Israel residents who are not the holders of significant shares , as this term is defined in Section 88 of the Income Tax Ordinance (New Version), 5721-1961, as required by law.

7.3.3.3 Commencing on the first day of trading, on which the Company's shares are traded after the distribution effective date (ex-dividend), the conversion ratio of the convertible bonds in circulation shall be adjusted by multiplying by the ratio between the stock exchange price of the Company's share, as set by the stock exchange as the price adjusted for distribution (price ex-dividend), and the closing price set by the stock exchange for the Company's share at the distribution effective date. The Company will notify, by way of immediate notification as to the said adjusted conversion ratio, no later than the date on which the Company's share is traded "ex-dividend".

Unless otherwise announced by the Company is the initial offering notice of the convertible bonds of the relevant series, the Company shall act in the manner set forth in sub-clause (1) above.

7.4 ADDITIONAL PROVISIONS FOR PROTECTING THE HOLDERS OF CONVERTIBLE BONDS DURING THE CONVERSION PERIOD

Commencing on the date of publication of the offering notice with regard any series of convertible bonds and as long as all the convertible bonds of that series have not been converted, but in any case no later than the end of the conversion period for that series, the following provisions shall apply:

7.4.1 The Company shall maintain a sufficient number of 0.12 NIS FV ordinary shares of its registered share capital, in order to ensure the allocation of all the shares that could derive from the conversion of all the convertible bonds of the particular series in circulation from time to time, and if necessary, the Company shall cause an enlargement of its registered share capital accordingly.
7.4.2 If the Company shall combine the 0.12 NIS face value ordinary shares of the issued share capital into shares of a higher face value or sub-divide them into shares with a lower face value the number of shares allocated as a result of conversion of the convertible bonds of the same series, will be increase or decrease accordingly, following the said action. In this case Clause 7.1.9 above shall apply, with the necessary changes.
7.4.3 The Company, at its registered office, shall provide for inspection by holders of convertible bonds of the particular series during normal working hours, a copy of the aforementioned periodic and interim financial statements of the Company. At the written request of a holder of convertible bonds of the said series, the Company will send a copy of the aforementioned statements, to the holder of convertible bonds of the particular series.
7.4.4 Within ten (10) days of any adjustment to the conversion price or the number of shares in relation to the particular series of convertible bonds, the Company shall publish a notice in two (2) wide-circulation daily newspapers, published in Israel in the Hebrew language, regarding the right of the holders of convertible bonds of the particular series to convert them into shares, stating the conversion period, the conversion price and the number of conversion shares to which the holder of the convertible bonds will be entitled as a result of conversion at that time, and all - in relation to the said series.
7.4.5 In addition to the aforementioned notice, no later than three (3) weeks and no earlier than four (4) weeks prior to the end of the conversion period relating to the particular series, the Company shall publish a notice in two (2) wide-circulation daily newspapers, published in Israel in the Hebrew language, and shall send notice in writing, with a copy to the stock exchange and to the trustee of the particular series, to the holders registered in the register of the said series, regarding the last date for conversion of the convertible bonds of the particular series. The notice will state the conversion price, the number of conversion shares, and the number of bonus shares to which the holder of the convertible shares will be entitled on conversion during the period of time - regarding the said series.
7.4.6 The Company will not distribute and shall not offer to holders of 0.12 NIS face value ordinary shares a cash dividend or bonus shares or a rights offer for securities of any kind, unless the effective date for their receipt is at least ten (10) trading days after publication of the Company's notice regarding the distribution or rights offer, as applicable.
7.4.7 The Company shall avoid any action, including the distribution of bonus shares, which could lead to a reduction in the share price below its face value.
7.4.8 In accordance with the by-laws and Stock Exchange guidelines as in force at the date of the Trust Deed, the terms of the convertible bonds cannot be altered with regard to the conversion price, conversion dates and linkage method, but the Company shall be permitted to change the conversion period and/or the conversion price, on condition that this is done within the framework of an arrangement or compromise approved by the courts, pursuant to Section 350 of the Companies Law. In addition, in accordance with the said By-laws and Stock Exchange guidelines, the Company is permitted to alter the conversion price within the framework of a Company split or merger of the Company, on condition that the change shall include only the adjustments required as a result of such a process.

In accordance with the said By-laws and Stock Exchange guidelines, a "split process", for this purpose means - a process whereby the Company transfers to its shareholders shares which it holds in another Company, or a process whereby the Company transfers assets and liabilities to new Company established for the purpose of the split and the shareholders of the new Company will also be the shareholders of the Company transferring the assets and the liabilities, all on condition that the split is carried out under equal conditions in respect of the Company's shareholders. In accordance with the said By-laws and Stock Exchange guidelines, a "merger process", for this purpose means a process whereby all of the Company's shares are transferred to the ownership of a new Company or the ownership of another registered Company the shares of which are registered for trading on the Stock Exchange or a process whereby the Company transfers all of its assets and its liabilities to the said other Company and all on condition that the securities of the Company the shares of which are to be so transferred, are deleted from listing for trading on the Stock Exchange and the process is carried out in an equitable manner with respect to the shareholders of the Company.

Notwithstanding the aforementioned, in accordance with the said By-laws and Stock Exchange guidelines, the Company is permitted to alter the conversion price, on condition that this is done within the framework of an offer by way of rights in the Company or within the framework of a distribution of dividends in the Company and that the change shall include only the adjustments necessitated by the said process, as set forth in Clause 7.3 above.

7.5. VOLUNTARY LIQUIDATION

7.5.1 In the case of decision to voluntarily liquidate the Company, the Company shall give written notice of same to all holders of the convertible bonds in circulation at that time, who are registered in the in register for the relevant series of convertible bonds, and shall also publish a announcement on the subject in two (2) wide-circulation daily newspapers published in Israel in the Hebrew language. Each holder of the convertible bonds shall be entitled, if he so wishes, to be deemed as if having realized the right of conversion in respect thereof immediately prior to the decision being passed, this being if he gives notice in writing to the Company of his wishes in the matter, within three (30 months of the said announcement by the Company.
7.5.2 In this case, the holder of convertible bonds shall be entitled to participate in the distribution of the Company's surplus assets on liquidation (after settlement of all its debt), between the shareholders, this being in the amount he would have received on the liquidation of the Company had he been a shareholder of the Company immediately prior to the decision being made as to the liquidation, as a result of the convertible shares held by him, in respect of which he gave the said notice, after deduction of the interest amounts paid in respect of the convertible bonds at the date of the decision or thereafter (except for interest the payment date of which was prior to the date of the decision, even if paid at the decision date or at a later date); and a holder of convertible bonds shall not be entitled to any payment in respect of them, where the due date for payment is after the date of the decision.

8. BONDHOLDERS REGISTER

Regarding the maintenance of a bondholders register for the relevant series, the provisions of Clause 25 of the Trust Deed shall apply.

PREVENTION OF PAYMENT FOR A REASON BEYOND THE CONTROL OF THE COMPANY

Regarding prevention of payment to a holder of bonds of the relevant series for a reason which is beyond the control of the Company, the provisions of Clause 12 of the Trust Deed shall apply.

10. TRANSFER OF BONDS

The bonds of any relevant series are transferable with respect to the their full face value, and even with respect to part of it, on condition that it is in complete new shekels. Any transfer of bonds (with the exception of a transfer taking place by means of trading on the stock exchange), shall be carried out by means of a transfer Deed in the usual format, properly signed by the registered holder or his legal representatives and by the recipient of the transfer or his representatives, to be delivered to the Company at its registered offices together with the bond certificates to be transferred in accordance therewith and also any other proof that may be required by the Company as to the right of the transferor to transfer them. If any tax or any other mandatory payment shall apply to the bond transfer Deed, proof will be given to the Company to its satisfaction, as to their having been paid. The provisions contained in the Articles of Incorporation of the Company applying to the transfer of fully paid-up shares or their assignment, shall apply, with the applicable changes, as applicable, with respect to the method of the said transfer or assignment of the bonds. In the case of the transfer of only part of the face value amount stated in the bonds certificate, in accordance with the provisions of Clause 11 below the split will initially be of the bonds certificate into the necessary number of bond certificates, in such a manner that the total of all the face value amounts recorded therein shall equal the face value amount of the bonds registered in the said bonds certificate. On fulfillment of all of these conditions, the transfer will be recorded in the register of the relevant series, and the Company shall be permitted to demand that a note regarding the matter be recorded on the certificate of the transferred bonds, which will be delivered to the recipient of the transfer or will issue in its place a new bond certificate, and the same conditions detailed in the certificate of the transferred bonds shall apply to the transferee, such that in any place where the word "holder" appears, shall be deemed as if "the transferee" was stated, and he shall be considered to be the "holder" for the purposes of the Trust Deed of the relevant series.

11. BOND CERTIFICATES AND THEIR SPLITTING

One bond certificate shall be issued in respect of the bonds held by a single bondholder, or at his request, a reasonable number of bond certificates will be issued to him, on condition that the face value of each said certificate is in whole new shekels (the certificates referred to in this Clause shall be referred to herein as : "THE CERTIFICATES").

Any bond certificate may be split into bond certificates, where the total face value of the bonds recorded in them is equal to the amount of the face value of the bonds recorded in the Certificate in respect of which the split was requested, and on condition that the said certificates are issued in a reasonable quantity. The split shall be carried out against presentation of the bond certificate to the Company at its registered offices for the purpose of execution of the split. All expense entailed in the split, including taxes and imposts, should there be such, will be the responsibility of the requester of the split.

12. EARLY REPAYMENT

Regarding early repayment of the bonds, Clause 6 of the Trust Deed shall apply.

13. WAIVERS, COMPROMISES AND/OR CHANGES IN THE TERMS OF THE BONDS

Regarding the authority of the Company and/or the Trustee to make any waiver, compromise or changes in the terms of the bonds, Clause 24 of the Trust Deed shall apply.

14. MEETINGS OF HOLDER OF THE BONDS

The general meetings of holders of bonds of the relevant series will convene and will be managed in accordance with that set forth in the Second Annex to the Trust Deed.

15. RECEIPTS AS PROOF

Without detracting form any other condition of these conditions, a receipt signed by the bondholder shall be deemed proof of full settlement or any payment made by the Company in respect of the bond.

16. REPLACEMENT OF BOND CERTIFICATES

In case of this bond certificate being damaged, lost or destroyed , the Company will issue in its place a new certificate in respect of this bond, under the same conditions. Taxes and other charges, and also other expenses entitled in the issue of the new certificate, shall be the responsibility of the requested of the said certificate (including expenses in respect of proof of ownership of the bonds, in relation to indemnification and/or insurance coverage requested by the Company, if it so requests, in respect thereof). In case of fading, the faded certificate is to be returned to the Company at the same time and against the issue of the new certificate.

17. APPLICABLE LAW AND JURISDICTION

The courts in the city of Tel Aviv-Yafo shall be the sole and only jurisdiction in any dispute relating to the bonds, the Trust Deed and the agreements by virtue of which the bonds were allocated, and the laws of the State of Israel only shall apply to them.

SCAILEX CORPORATION LTD

SECOND ANNEX

MEETINGS OF HOLDERS OF THE BONDS OF SERIES A THOUGH J AND HOLDERS OF THE BONDS OF SERIES 1 THOUGH 10 CONVENING OF MEETINGS OF BONDHOLDERS

1. The trustee of the Company is permitted to invite holders of bonds of the relevant series to a meeting of the bondholder of that series. If the Company convenes such a meeting, it is required to immediately send a notice in writing to the Trustee as to the location, date and time the meeting is to take place and also the matters to be discussed at the meeting.
1. The Company shall be required to convene a meeting of all bondholders of the relevant series at the written request of the Trustee or of the holders of at least ten percent (10%) of the face value of the non-repaid principle of the bonds in circulation of that series. The Trustee shall be required to convene a meeting of all bondholders of the relevant series at the written request of the Trustee of the holder of at least ten percent (10%) of the face value of the non-repaid principle of the bonds in circulation of that series. Where the requesters of convening the meeting are the bondholders, the Company and/or the trustee, as applicable, are permitted to request of the requesters indemnification for the reasonable expenses entailed.
1. The holders of the bonds of the relevant series, the Trustee and the Company, as applicable, shall be give written notice fourteen (14) days at least in advance, stating the location, the date and the time of meeting and setting forth in general terms the matters to be discussed at the meeting. Where the purpose of the meeting is to discuss a proposal to pass to special resolution, the said notice will be given at least twenty-one (21) days in advance and the notice will set forth the date and starting time of the meeting and also the main points of the proposed resolution. The Trustee is permitted to shorten the period of the advance notice if he feels that delaying the meeting is damaging or could result in damage to the rights of the holders of the bonds of the particular series or a legitimate interest of the Company. Notice of holding a meeting or a postponed meeting, as applicable, will be reported by the Company also by way of an Immediate Notice.
1. No resolution duly passed by the meeting (or postponed meeting, as applicable) so convened shall be deemed invalid, as result of notice mistakenly not having been given to all the holders of bonds of the relevant series, or that the notice was not received by all of the holders of the bonds in circulation of the particular series, on condition that notice of holding of the meeting (or the postponed meeting, as applicable) is reported by way of an Immediate Notice.
1. Any meeting of holders of bonds of the relevant series will take place at the registered offices of the Company, at any other address announced by the convener of the meeting.
1. In any instance where a different mechanism for convening bondholder meeting is determined by law, including the By-laws and Stock Exchange guidelines issued in accordance therewith, the said mechanism shall be adapted automatically to the mechanism laid down by law, insofar are required by the provisions of the said law.

PROOF OF OWNERSHIP OF THE BONDS

The holder of bonds of the relevant series shall submit to the Company at its registered offices (or to the party convening the meeting to the address set by that party), up to forty-eight (48) hours prior to the time of the meeting of bondholders of that series or its postponed convening, as applicable (or other date, as determined by the convener of the meeting in the invitation to the meeting), confirmation by the Member of the Stock Exchange, by means of which the bonds of that series are held, as to the number of bonds of the particular series held by the said bondholder correct as at the date set forth in the said confirmation. The holder of the bonds of the particular series shall be permitted to vote at the meeting of holders of bonds of the particular series, in respect of the number of bonds included in the said Stock Exchange Member's confirmation, as long as when voting, the holder continues holding the number of bonds in respect of which the confirmation was given by the said Stock Exchange Member. If there is a change in the holdings of the holder of bonds of the particular series between the date of the said confirmation being given to the Company and the date of the meeting of bondholders of the particular series, the holder will be permitted to submit to the Company a confirmation of proof by the Stock Exchange Member reflecting the holder's holdings of bonds of the particular series correct as at the date of the meeting.

BONDHOLDERS MEETINGS

1. The chairman of the meeting will be the person appointed by the Trustee. If the Trustee does not appoint a chairman or if he is absent from the meeting, the holders of the bonds of the relevant series present at the meeting will choose a chairman form amongst their number. A meeting of bondholders will commence on proof of the existence of the required legal quorum at the start of the discussion. The resolutions included in the meeting agenda will be voted on by the bondholders meeting, where the legal quorum required for passing them exists.
1. The legal quorum at meetings of bondholders of the relevant series, except regarding a special resolution, shall be the holders of bonds of the relevant series present themselves or by means of a proxy, holding or representing together at least ten percent (10%) of the non-repaid face value of the bonds in circulation of that series.
1. If within half an hour of time set for the start of such a meeting a said legal quorum is not present, the meeting will be postponed until the same day one week later (and if that day is not a business day - to the next business day immediately following it), at the same location and at the same time (without need for an additional announcement), or at a different date and/or location and/or time as may be determined by the trustee or the Company (in accordance with the convener), on condition that they notify the holders of the binds of the particular series by means of Immediate Notice using the MAYA system of the Securities Authority and a notice to be published in the press at least three (3) days in advance in the manner set forth in Clause 23.1 of the Trust Deed.

The presence of any holder of bonds of the relevant series at the said postponed meeting, regardless of face value of the particular series held by him, shall represent a legal quorum.

1. Regarding a special resolution, the legal quorum of holders of bonds of the relevant series present themselves or by means of their proxies, and holding and representing together at least fifty-five percent (55%) of the non-repaid balance of the face value of the bonds in circulation of the particular series. If within half an hour of time set for the start of such a meeting a said legal quorum is not present, the meeting will be postponed in the manner set forth in Clause 10 of this Annex. At the said postponed meeting, the presence of the holders or their proxies holding and representing together at least ten percent (10%) non-repaid balance of the face value of the bonds in circulation of the particular series, shall represent a legal quorum.
1. Bonds of the relevant series owned by a subsidiary of the Company or owned by a corporation controlled by the Company, shall not entitle the subsidiary Company or the corporation controlled by the Company voting rights at meetings of bondholders of the series and will not be included for that purpose in the legal quorum.
1. The legal quorum for the purpose of holding a general meeting of bondholders of the relevant series for the purpose of passing a resolution for immediate repayment (as set forth in Clause 7.1 of the Deed), regarding changes in the terms of the Trust Need or of bonds or regarding a waiver of right of claim or compromise (as set forth in Clause 24 of the Trust Deed), with respect to that series, and the quorum of voter for any of those resolutions, shall not include the votes of bondholders of that series who are controlling shareholders in the Company, companies controlled by controlling shareholders of the Company and companies connected with the Company, as these terms are defined in the Securities Law.
1. With the consent of the holders of the majority of the principle of the bonds of the relevant series who are present (in person or by means of their proxies), and a meeting at which a legal quorum is present, the chairman is permitted and at the demand of the majority of those present, is required to postpone the continued existence of the meeting from time to time and from place to place, as decided by the meeting. In this case, a notice will be given of the continued meeting, in the same manner as for notification of the original meeting. The continuing meeting will discuss only matters which could have been discussed at the meeting at which the postponement decision was taken.
1. At each meeting of holders of bonds of the relevant series, each holder of binds of that series present in person or by means of his proxy shall be entitled to one vote for each 1 NIS face values of the principle of the bonds of that series by virtue of which he is entitled to vote. The Trustee participating in the meeting shall participate without a right to vote.
1. In the case of joint holders of bonds of the relevant series, the vote of only the first of them recorded in the register of the particular series, wishing to vote himself of by means of his proxy.
1. Each resolution to be voted on at the meeting of holders of bonds of the relevant series shall be determined at the vote by a count of the votes.
1. The majority required for passing a regular resolution at a meeting of bondholders is a regular majority of the votes of the participants in the meeting, excluding the abstentions. The majority required in order to pass a special resolution by a meeting of bondholders is majority of not less than seventy-five percent (75%) of the total votes of the participants, excluding abstentions.
1. The declaration by the chairman as to the passing of the resolution or its rejection and its recording in the protocols book shall be deemed prima facie evidence of this fact.
1. A bondholder is permitted to participate and vote in general meetings of bondholders by means of a proxy. The instrument appointing a proxy shall be in writing and will be signed by the appointer or by his representative who has been give authority writing so to do. If the appointer is a corporate entity, the appointment shall be made in writing stamped with the Company stamp together with the signature of Company official or the representative of the corporate entity who has power so to do.. The instrument of appointment of a proxy shall be in the generally accepted format. The proxy is not required himself to be a bondholder.
1. The instrument of appointment and the power of attorney in accordance with which the appointment instrument is signed, or an authorized copy of such power of attorney, shall be deposited at the registered offices of the Company (or with party convening the meeting at the address determined by the said entity), not less than forty-eight (48) hours prior to the time of the meeting in respect of which the appointment instrument is given, unless determined otherwise by the convener of the meeting in the notice convening the meeting. The appointment instrument shall remain in effect also with respect to any postponed meeting of the meeting to which the appointment instrument relates, unless stated otherwise in the appointment instrument.
1. The vote taken in accordance with the terms of the document appointing the proxy shall be effective even in the case of the appointed passing away or being declared legally incapable or the appointment instrument is cancelled or the bond in respect of which the vote is given having been transferred, unless written notification is received prior to the meeting at the registered offices of the Company (or with party convening the meeting at the address determined by the said entity), as to the decease, decision as to legal incapability, cancellation or transfer, as applicable.
1. The holder of the bond of the relevant series or his proxy are permitted to vote in respect of part of his votes in favor of a particular resolution, and in respect of another part, against, and in respect of another part to abstain, as he shall see fit.
1. The Trustee shall ensure the drawing up of a protocol of all the discussions and decisions of every general meeting of holders of bonds of the relevant series, and its maintenance in a book of protocols of meetings of holders of bonds of the particular series.
1. Protocols are to be prepared of all the discussions and decisions of every such meeting and recorded in the book of protocols.
1. The holders of protocols of the relevant series shall be permitted to vote at meetings of bondholders of the particular series by mans of voting instruments, the format of which will be provided to those holders by the Trustee and/or the Company, (as applicable) at the date of convening of the meeting of bondholders of the particular series and/or published after holding the meeting and prior to its closing by means of an Immediate Notice via the MAYA system (all as decided by the convener of the meeting). For the purpose of voting by means of a voting instrument, the voting instrument, duly completed and signed together with the required documents, is to be delivered at the registered offices of the Company (or with party convening the meeting at the address determined by the said entity), up to forty-eight (48) hours prior to the time of the meeting of holders of bonds of the relevant series or at a time after holding the meeting and prior to its closure as determined by the convener of the meeting as published by way of an Immediate Notice in the MAYA system.
1. A person or persons appointed by the Trustee shall be permitted to be present, but will not be entitled to vote at meetings of the holders of bonds of the relevant series. The Secretary or other persons permitted by the Company are permitted to be present but will not be entitled vote, at meetings of bondholders convened by the Trustee.
1. When conducting a meeting of holders of bonds of the relevant series, the Trustee will consider the existence of conflicts of interest of bondholders of that series, in accordance with the circumstances, and the need for convening them in a class meeting where different interests exist between the bondholders of that series, in accordance with the circumstances, and his ruling in this matter shall be at his discretion. The Company and the Trustee shall act to convene class meetings of holders of bonds of the relevant series, in accordance with the provisions of the law, decided ruling, provision of the Securities Law and the Regulations and guidelines enacted pursuant to them, as instructed by the Trustee of the particular series. A resolution brought for the decision of a class meeting requires the approval of all the class meetings called for the purpose of approving that resolution, and also the approval of a meeting of all the holders of bonds of the relevant series, all in accordance with the majority required in accordance with the provisions of this deed and its Annexes and subject to the provisions of any law. The Trustee is permitted, at his sole discretion, to determine that the passing of the said resolution does not require the approval of one or more of the convened class meetings, or that a class meeting for a particular class will not be convened.
1. In any instance where is states that a meeting is to be convened of bondholders, by law (including ruled judgment and instruction of any qualified authority), that the convening of a class meeting is required, the aforementioned regarding the meeting of a class of bondholders , shall apply, with the necessary changes.

Filename: exhibit_8.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 8

AMENDMENT AND ADDENDUM TO THE TRUST DEED OF AUGUST 18, 2009

DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 28, 2009

BETWEEN:

SCAILEX CORPORATION LTD. Public company no. 52-003180-8 of 48 Ben-Tsiyon Galis Street, Petach-Tikva 49277 Israel (hereinafter - "THE COMPANY")

OF THE FIRST PART;

AND:

CLAL FINANCE TRUST 2007 LTD. Private company no. 51-404642-4 of 37 Menachem Begin Road, Tel-Aviv, Israel (hereinafter - "THE TRUSTEE")

OF THE SECOND PART;

WHEREAS on August 18, 2009, the Company and the Trustee signed a Trust Deed ("THE FIRST TRUST DEED") in relation to a shelf prospectus published by the Company on August 21, 2009 ("THE SHELF PROSPECTUS"), which was amended on September 6, 2009 (hereinafter: "THE SECOND TRUST DEED") and to which an addendum was added on September 21, 2009 (hereinafter: "THE PREVIOUS ADDENDUM") (the First Trust Deed, inclusive of amendments and addenda thereto, including the Second Trust Deed, shall be called hereinafter jointly: "THE TRUST DEED");

AND WHEREAS pursuant to the provisions of clause 3.6 of the Second Trust Deed, and clause 10 of the Conditions Prescribed in the Overleaf to the Second Trust Deed, the Company undertook to create a fixed, first-ranking lien on ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. (hereinafter: "PARTNER"), the market value of which on the financial clearing date of the proceeds of the issue of the Series A Bonds was equivalent to 100% of the par value of the Series A Bonds;

AND WHEREAS as a result of discussions with the Ministry of Communications, the Trustee and Company must amend the Trust Deed in relation to the Company's undertaking to create the lien on the Shares Being Pledged (as this term is defined in clause 3.4.1 of this Amendment and Addendum), as specified hereunder;

AND WHEREAS the Company desires to draw up additional amendments in the Second Trust Deed in order to elucidate that stated therein and/or to benefit the holders of the Series A Bonds;

AND WHEREAS pursuant to clause 24.1.1 of the First Trust Deed, as amended in the Second Trust Deed, the Trustee became convinced that the amendment does not prejudice the holders of the Series A Bonds;

AND WHEREAS the parties agreed that this Amendment and Addendum to the First Trust Deed shall replace the Second Trust Deed, including the Previous Addendum, and the parties agreed that this Amendment and Addendum shall include all of the addenda to the First Trust Deed, which are required in order to supplement the particulars of the Series A Bonds with the concrete conditions of the Series A Bonds, as expressed in the shelf offering report published by the Company on September 6, 2009 (hereinafter: "THE SHELF OFFERING REPORT"), and as specified hereunder, and to prescribe addenda and amendments that shall apply to the First Trust Deed solely in relation to the Series A Bonds, as specified hereunder in this deed;

WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

1. GENERAL

1.1 The provisions of the First Trust Deed, which is attached as APPENDIX A to this Amendment and Addendum, constitute an integral part of this Amendment and Addendum, and they shall apply to the relations between the parties and in relation to the Series A Bonds. It is hereby clarified that, to the extent that additional series shall be issued pursuant to the Shelf Prospectus, the provisions of this Amendment and Addendum shall not apply to the additional series.

1.2 All of the provisions of the First Trust Deed shall remain in effect, unless otherwise expressly stated in this Deed.
1.3 In the event of a contradiction between the provisions of this Amendment and Addendum and the provisions of the First Trust Deed, the provisions of this Amendment and Addendum shall prevail.
1. THE FOLLOWING AMENDMENTS SHALL APPLY TO THE FIRST TRUST DEED, SOLELY IN RELATION TO THE SERIES A BONDS:
2.1 A NEW CLAUSE 6.3 SHALL BE ADDED, AS FOLLOWS:

"In addition to and in accordance with that stated above in clause 6.2, the Company undertakes that if the transaction for the acquisition of shares of Partner Communications Ltd. (hereinafter: "PARTNER") from Advent Investments Pte Ltd. (hereinafter: "ADVENT"), a Singapore corporation controlled by Hutchison Telecommunications International Limited, by the Company in accordance with the agreement dated August 12, 2009 (hereinafter: "THE PARTNER SHARE ACQUISITION TRANSACTION") shall not be closed by March 31, 2010 (hereinafter: "THE DEADLINE"), it shall call for a forced early redemption of all of the Bonds, and the provisions as specified hereunder shall apply. The Partner Share Acquisition Transaction was reported by the Company in the Company's Immediate Reports of August 12, 2009 (reference no.: 2009-01-194286), of August 13, 2009 (reference no.: 2009-01-195681), of August 23, 2009 (reference no.: 2009-01-204756). In this regard - "CLOSING OF THE PARTNER SHARE ACQUISITION TRANSACTION" - means a transfer of shares representing at least 36% of Partner's issued and paid-up share capital to the Company's ownership.

The entire immediate net proceeds (i.e., net of commissions) that the Company shall receive in respect of the issue of the Series A Bonds shall be deposited in an escrow account that shall be opened in one of the five major banks in Israel, and shall not be transferred to the Company for its use until the conditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction, as stated, in accordance with the following mechanism:

6.3.1 The Trustee shall open bank accounts under its name at one or more of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), into one of which the issue coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series A Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNTS" and "THE DEPOSITS," respectively). The Trustee shall have sole signatory rights in the Escrow Accounts in relation to any operation in these accounts, including with respect to the withdrawal of monies from these accounts. The Trustee shall be allowed, but not obligated, to transfer, at the request of the Company, the monies and securities deposited in an Escrow Account at one bank to an Escrow Account at another bank as stated. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Accounts for Series A is the sole responsibility of the Company, and the Trustee for Series A shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
6.3.2 The funds, the securities being deposited in the Escrow Accounts, and all of the Company's rights in the Escrow Accounts shall be pledged in favor of the Trustee for the holders of the Series A Bonds under a sole fixed, first-ranking lien, and, concurrent with the transfer of the Deposits to the Escrow Accounts, the Company shall issue the following documents to the Trustee:
6.3.2.1 original lien registration certificates from the Registrar of Companies on the funds, the securities being deposited in the Escrow Accounts and all rights of the Company in the Escrow Accounts in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of the registration of the lien, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the liens, which specifies the liens registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid liens. It is clarified that the lien registration certificates as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
6.3.2.2 confirmation from the banks at which the Escrow Accounts were opened acknowledging that the funds, the securities being deposited in the Escrow Accounts and all of the Company's rights in the Escrow Accounts are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Accounts.
6.3.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposits is to guarantee the repayment of the Principal of the Series A Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
6.3.4 The Trustee shall operate the Deposits as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 3.4 of this Amendment and Addendum to the Trust Deed, the Trustee shall sign an order to transfer the Deposits to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of management of the accounts, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposits to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with this Trust Deed at that time. The Company shall notify the Trustee three business days in advance of the expected transfer date of the funds.
6.3.4.a Prior to the Closing of the Partner Share Acquisition Transaction, the Company shall open a designated bank account, which shall be pledged in favor of the Trustee (for the holders of the Series A Bonds) and which shall be used, in the event that the Trustee shall issue an appropriate instruction in accordance with and subject to that stated hereunder in clause 7.3, to receive dividends and/or any other distribution, to the extent distributed by Partner in respect of the Shares Being Pledged (as this term is defined in clause 3.4.1 of the Amendment and Addendum to the Trust Deed of October 2009). The Company shall forward the documents to the Trustee that are specified above in clause 6.3.2 relating to pledge of the said bank account (MUTATIS MUTANDIS) within two Business Days of the Closing Date of the Partner Share Acquisition Transaction.

6.3.5 FORCED EARLY REDEMPTION OF ALL OF THE BONDS

The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be closed by the Deadline, i.e., by March 31, 2010, it shall call for the forced early redemption of the Bonds, and the following provisions shall apply.

If the Company shall not publish an Immediate Report regarding the Closing of the Partner Share Acquisition Transaction by the Deadline, the Company shall effect a full forced early redemption of all of the Series A Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

6.3.5.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the holders of the Series A Bonds, with a copy to the Trustee, with the determinant date for the execution thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the execution of the Early Redemption. In other words, the Company shall publish an Immediate Report, which includes a notice that the Early Redemption will be executed, and which specifies the execution date of the Early Redemption, a date which shall occur no earlier than 30 days and no later than 45 days after the publication date of the said Immediate Report. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest in respect of the Series A Bonds and the actual payment date of the interest. The Company shall also report the interest that accrued up until the date of the Early Redemption in the Immediate Report.

6.3.5.2 On the date of the Early Redemption, the Company shall pay the sum of the principal of the Series A Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Series A Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").

The sum of the Early Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in this clause . In the event that the balance of the funds in the Escrow Accounts shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Accounts the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Accounts at that time.

The Trustee and the Company shall transfer the funds required for the purpose of the forced Early Redemption to the Nominee Company in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the forced Early Redemption as stated.

6.3.6 VOLUNTARY REDEMPTION

In the event that the Company shall close the Partner Share Acquisition Transaction by the Deadline, without a rating for the Series A Bonds having been received by that date, the holders of the Series A Bonds shall be entitled to an Early Redemption of the Series A Bonds that they are holding (hereinafter: "VOLUNTARY REDEMPTION"), according to the following mechanism:

6.3.6.1 VOLUNTARY REDEMPTION NOTICE

On April 1, 2010, the Company shall publish an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel regarding the entitlement of holders of the Series A Bonds to voluntarily redeem the Bonds on May 2, 2010.

6.3.6.2 It shall be possible to deliver an Early Redemption Notice as of the date that the Company shall deliver a notice as stated regarding the date for notifying of an Early Redemption, subject to that stated hereunder. A Voluntary Redemption Notice of a holder of Bonds that are registered under its name in the register of bondholders of Series A, must be delivered to the Company within the period from the publication date of the Immediate Report as stated above in clause 6.3.6.1 and April 18, 2010, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.

6.3.6.3 A Voluntary Redemption Notice of a holder of Bonds through TASE members must be delivered to the TASE member, through whom the bondholder is holding the Series A Bonds that it wishes to redeem, by April 18, 2010.
6.3.6.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices:
1. Written notice from the TASE member must be received at the TASE Clearing House by six trading days prior to the Voluntary Redemption date, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the Voluntary Redemption is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.

An application for a Voluntary Redemption, which relates to a quantity of Bonds that exceeds the quantity registered to the credit of the TASE member in the secondary account to which the application relates, shall not be effected at all and shall be returned to the sending TASE member, specifying the reason for the return.

No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (1), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
No later than the second trading day after the day on which the Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause (2), the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.

On the Voluntary Redemption Date, the Company shall redeem the Bonds in respect whereof Voluntary Redemption Notices were submitted, in such manner that the holder of the said Bonds shall be entitled to receive from the Company the sum of NIS 1 in respect of each NIS 1 of Bonds that shall be redeemed by the Company on the said date (plus the accrued and as yet unpaid interest).

A Voluntary Redemption Notice submitted to the Company or to the TASE members may not be cancelled or changed.

6.3.7 The sum of the Voluntary Redemption shall be paid to the holders of the Bonds by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.3.6.4(3). In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption as stated.
6.3.8 If all of the preconditions stated above in clause 6.3.4 shall be fulfilled regarding the release of all of the funds from the Escrow Accounts in respect of the Series A Bonds, and in the event of a Voluntary Redemption, in which only a portion of the Series A Bonds has been redeemed, and a balance remains in the Escrow Account, the holders of the Series A Bonds are hereby instructing the Trustee, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposits to the Company, and for this purpose, to sign all documents required for the removal of the liens on the Escrow Accounts and for the transfer of the funds of the Deposits to the Company. Shortly after the transfer of the funds as stated, the Trustee shall take action to close the Escrow Accounts.
6.3.9 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the holders of the Series A Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the holders of the Series A Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the holders of the Series A Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the holders of the Series A Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed."
2.2 THE FOLLOWING PARAGRAPH SHALL BE ADDED UNDER CLAUSE 4 OF THE FIRST TRUST DEED:

"The Company also undertakes that it shall distribute dividends, as long as Series A Bonds are in circulation, solely out the profits suitable for distribution that accrued during the four (4) quarters that preceded the dividend distribution date.

Furthermore, the Company undertakes that even should it cease to be a reporting corporation, as this term is defined in the Securities Act, the Company shall prepare and issue interim and annual financial statements to the Trustee at the times and in the format compulsory for public companies at that time."

2.3 Under subclause 7.1.1 of the First Trust Deed the words "forty-five (45) days" and be replaced by "thirty (30) days."
2.4 In subclauses 7.1.2, 7.1.3 and 7.1.4 of the First Trust Deed, every reference to "ninety (90) Business Days" shall be replaced by "forty-five (45) Business Days."
2.5 In subclause 7.1.5 of the First Trust Deed, after the words "or shall notify of its intention to stop paying its debts" shall be added "or should there be a substantive concern that the Company shall cease to pay its debts."
2.6 In clause number 7 of the First Trust Deed (Immediate Payment), the following change and addition shall be made in relation to the causes for calling solely the Series A Bonds for immediate payment:

Causes for calling the Series A Bonds for immediate payment shall be added, as follows:

"7.1.8 if the Series A Bonds shall cease to be rated by a rating company, to the extent that they are rated. To dispel any doubt, it is clarified that if the Series A Bonds shall be rated by a number of rating companies, for the purposes of this clause, "cease to be rated" means cessation of rating by all of the rating companies. The Company undertakes that, to the extent that the matter is under its control, it shall take action so that the Series A Bonds shall at all times be under monitoring watch by a rating company until the end of the period of the Series A Bonds.
7.1.9. if the Company's holding ratio of Partner shall fall below 26% of Partner's issued and paid-up share capital.
7.1.10 if the Company shall not publish financial statements by the end of 45 days after the date prescribed for doing so in the Securities Act and in the regulations pursuant thereto.
7.1.11 if the Company shall cease to be a reporting corporation.
7.1.12 if the Company shall effect material real investments; i.e., long-term investments (other than financial investments) in assets and corporations other than in the communications sector before 24 months have elapsed since the issue date of the Series A Bonds. For the purposes of this clause "material' means more than 20% of the Company's total balance sheet according to the Company's consolidated financial statements for the quarter preceding the quarter in which the investment was effected."
2.7 Clause 7.2.7 of the First Trust Deed shall be deleted in its entirety.
2.8 A new clause 7.3 shall be added to the First Trust Deed, the wording of which is as follows:
"7.3 Upon the occurrence of any of the events specified above in clause 7.1, the Trustee shall be allowed to instruct Partner in writing not to transfer dividends or any other distribution directly to the Company, to the extent that any distribution shall be distributed by Partner, in respect of the Pledged Shares (as this term is defined in clause 3.4.1 of the Amendment and Addendum to the Trust Deed of October 2009), and the Company shall be entitled to them as a registered shareholder, but only to transfer them to a bank account under the Company's name that is pledged in favor of the Series A Bondholders. The Trustee shall send the aforesaid instruction in writing to Partner, to Partner's corporate secretary, with a copy to Partner's C.F.O. and to the Company."
2.9 At the end of clause 19.2 of the First Trust Deed, the following sentence shall be added: "Notwithstanding that stated above, since the Series A Bonds are secured, the Trustee's fee in respect of each year of trusteeship shall be a total of NIS 23,000."
2.10 The following sentence shall be added to clause 19.4 of the First Trust Deed: "It is hereby clarified that examination of the Company's meeting of its liabilities in relation to the distribution of a dividend, as stated above in clause 4, and in relation to transactions constituting a cause for immediate payment, as stated above in clause 7.1.12, shall be deemed special assignments."
2.11 CLAUSE 20.1 OF THE FIRST TRUST DEED SHALL BE REPLACED BY AN AMENDED CLAUSE 20.1 AS FOLLOWS:
"20.1 The Trustee shall be allowed to deposit all of the deeds and documents that testify, represent and/or determine its right in relation to any asset held at that time in its possession, in a safe and/or in any other place to be chosen by it, in any of the five major banks in Israel."
2.12 SUBCLAUSES SHALL BE ADDED TO CLAUSE 20 OF THE FIRST TRUST DEED, AS FOLLOWS:
"20.7 Within the scope of its trusteeship, the Trustee may rely on any written document, including a letter of instructions, notification, application, consent or confirmation, which is perceived to have been signed or issued by any person or body that the Trustee believes in good faith to have been signed or issued by it.
20.8 The Company and the holders of the Series A Bonds hereby release the Trustee in a final and absolute release from any liability for any damage and/or loss and/or expense that might be caused to them and/or that they might be required to bear due to any act and/or omission of the Trustee, including as a result of an error in judgment, a fault that occurred during a transfer of funds or a failure to transfer funds to the Nominee Company in their entirety and on time according to the Company's instructions, all according to the provisions of this Deed and/or according to any other instructions that shall be duly received by the Trustee from them, and by virtue of the powers granted to the Trustee pursuant thereto.
20.9 Any release from liability being issued to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the release is being given, being performed with BONA FIDES and provided that it has not been committed with negligence and in a breach of a fiduciary duty or with MALA FIDES."

2.13 CLAUSE 21 OF THE FIRST TRUST DEED SHALL BE REPLACED BY AN AMENDED CLAUSE 21 AS FOLLOWS:

"The Trustee shall be allowed, within the scope of management of the affairs of the trusteeship, to appoint an agent/agents to act in its stead, whether an advocate or otherwise, in order to perform or participate in the performance of special operations that must be performed in relation to the trusteeship, and, without derogating from the general purport of that stated above, in the instituting of legal proceedings, provided that the Trustee gave notice to the Company regarding the appointment of such an agent. The Trustee shall also be allowed to clear the reasonable fee of any such agent (including in advance) at the Company's expense, and the Company shall immediately reimburse the Trustee for these expenses, upon its first request, all under the condition that the Trustee issued prior notice to the Company regarding the appointment of agents as stated. The Company shall be allowed to object to the appointment of a particular agent as stated for any reasonable reason, including in the event that the agent is a competitor or is in a conflict of interests, whether directly or indirectly, with the Company's businesses, and provided that the Company forwarded its reasonable reasons to the Trustee within 3 days of the date of receipt of the notice of the appointment of the agent."

2.14 THE FOLLOWING AMENDMENTS SHALL BE MADE IN CLAUSE 22 OF THE FIRST TRUST DEED:
a) The first paragraph of subclause 22.1 shall be replaced with a new subclause as follows:

"The Trustee shall be entitled to indemnification from the Company, including in advance, and, if it shall not be indemnified by the Company within a reasonable length of time after the Trustee's demand to the Company to do so, from the Bondholders, this in respect of any damage and/or loss and/or reasonable expenses that were incurred and/or that shall be incurred and reasonable costs that it bore or shall be required to bear in relation to operations that it performed or is required to perform by virtue of its duty pursuant to the conditions of this Deed, and/or by law and/or order of a competent authority and/or any statute and/or pursuant to a lawful demand from the Bondholders and/or pursuant to a lawful demand from the Company."

b) Under clause 22.3, after the words "indemnification concerning undertakings that they assumed," the following words shall be added: "damage and/or loss that they bore within the framework of the trusteeship or in relation thereto."
c) Subclause 22.6 shall be added, as follows:
"Any indemnity that shall be given to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the indemnity is being given, being performed with BONA FIDES and provided that it has not been committed with negligence and in a breach of a fiduciary duty or with MALA FIDES."
2.15 Under subclause 24.1.1 of the First Trust Deed, the words "materially" shall be deleted.
2.16 A new clause 26.4 shall be added to the First Trust Deed, the wording of which shall be as follows:
"26.4 Notwithstanding that stated above, in the event of a replacement of a trustee, the identity of the new trustee is subject to the prior written approval of the Minister of Communications."
2.17 SUBCLAUSES SHALL BE ADDED TO CLAUSE 28 OF THE FIRST TRUST DEED (REPORTING TO THE TRUSTEE), AS SPECIFIED HEREUNDER:
"28.6 The Company shall notify the Trustee about any change in the rating of the Series A Bonds by a rating company no later than two (2) Business Days after having received written notice at its registered office from the rating company about the rating change as stated. For the purpose of this clause 28.6, a notice from the rating company, as shall be published in an immediate report in "Magna," shall constitute notice to the Trustee and to the holders of the Series A Bonds pursuant to the conditions of this clause, and the Company shall be released from issuing a written notice to the Trustee as stated.
28.7 On December 31 of each year, and for as long as this Deed is in effect: a confirmation signed by the senior officeholder for financial affairs in the Company regarding the execution of payments of interest and/or payment on account of the principal, in relation to the Series A Bonds, when the payment due date thereof occurred prior to the date of the confirmation, and the payment date, as well as the balance of the par value of the Series A Bonds that are still in circulation on the determinant date for the payment.
28.8 A copy of any document that the Company forwards to its shareholders or to the Bondholders, and particulars of any information that the Company forwards to them in any other fashion, and any additional information, at the reasonable request of the Trustee.
28.9 Any explanation, document, calculation or information pertaining to the Company, its businesses and/or assets, within a reasonable length of time, to the Trustee and/or to those people that it shall so instruct, which shall be reasonably required, at the Trustee's discretion, for the sake of examinations being conducted by the Trustee for the purpose of protecting the Bondholders.
28.10 Immediate notice, upon the Company becoming informed of any instance whereby an attachment is imposed on its assets, in whole or in part, as well as in any instance whereby a receiver shall be appointed for its assets, in whole or in part, as well as to immediately institute all reasonable measures, at its expense, that are necessary in order to remove such attachment or receiver.
28.11 Notification, within 7 Business Days of the publication of the Company's quarterly financial statements during the 24 months subsequent to the issuance of the Series A Bonds, of the fact that no material real investments were executed, as stated above in clause 7.1.12.
28.12 Two Business Days after the publication date of an Immediate Report containing a declaration of the distribution of a dividend, the Company shall deliver an accountant's confirmation to the Trustee that the said distribution of the dividend complies with the Company's undertakings as stated above in clause 4."
1. IN ADDITION TO THAT STATED ABOVE, THE SERIES A BONDS, INCLUDING THE CONDITIONS IN THE OVERLEAF, SHALL INCLUDE THE FOLLOWING CONCRETE DETAILS:
3.1 The principal of the Series A Bonds shall be paid in six biannual payments, on March 31 and on September 30 of each of the years 2011 through 2014 (inclusively). The first payment shall be rendered on September 30, 2011.
3.2 The Series A Bonds shall bear interest at the rate to be determined in the tender, which shall not exceed 7% per annum.

The interest shall be paid in biannual payments, on the balance of the outstanding principal, on March 31 and on September 30 of each of the years 2010 through 2014, in respect of the six-month period ending on the last day prior to every payment date, except for the first interest payment on the Series A Bonds on the TASE, which shall be paid on March 31, 2010 for the period as of the day after the tender date pursuant to the Shelf Offering Report and ending on March 30, 2010. In any event, the interest shall be calculated on the basis of 365 days per year, according to the number of days in the said period. The interest payments subsequent to the first interest payment shall be at the annual interest rate divided by the number of interest payments per year. The last interest payment shall be rendered on March 31, 2014.

3.3 If, by March 31, 2010, the Series A Bonds shall be rated for the first time at a rating that is lower than (A-) or A3 (hereinafter: "THE DECLINE"), then the annual interest rate that the Series A Bonds shall bear shall increase at the rate of 0.3% in respect of each rating step that is lower than an (A-) or A3 rating (hereinafter: "THE AMENDED INTEREST RATE"), this, as of the issue date of the Bonds. For example: if the rating of the Series A Bonds shall be BBB+, then the annual interest rate that Series A Bonds shall bear shall increase at the rate of 0.3%. If the rating shall be lower by an additional step, then the interest rate shall increase at the rate of 0.6%, and so forth. The Company shall transfer an updated payment schedule to the Trustee with the change in the interest rate in the event of a Decline.

It is clarified that a rise in the interest rate as a result of a Decline in rating as stated, shall be effected one time only during the entire term of the Bonds; i.e., any decline in the rating after the Decline shall not cause another change in the interest rate.

The Company shall publish an Immediate Report regarding the initial rating assigned to the Bonds, and if the rating shall be lower than (A-) or A3, then the Amended Interest Rate that shall be paid to the holders of the Series A Bonds shall also be specified in the Immediate Report. If the announcement of the change in the rating of the Series A Bonds shall be published less than four (4) Trading Days prior to the determinant date for the interest payment (hereinafter: "THE NEXT INTEREST PAYMENT"), the payment of the additional interest resulting from the Decline shall be postponed, and shall be paid on the date of the subsequent interest payment (hereinafter: "THE SUBSEQUENT INTEREST PAYMENT"). As of the payment of the first interest after the Subsequent Interest Payment, and thereafter, the interest rate shall return to the Amended Interest Rate. It is clarified that the Subsequent Interest Payment shall be paid to the registered holder of the Bonds on the determinant date that is prior to the Subsequent Interest Payment.

3.4 To secure the payment of the principal and the interest that the Company is required to pay to the holders of the Series A Bonds, and to secure the complete fulfillment of all of its other undertakings pursuant to the conditions of the Series A Bonds, the Company shall create a sole, fixed, first-ranking lien in favor of the Trustee, immediately after the release of the funds as stated above in clause 6.3.4, which shall be registered with the Registrar of Companies within two Business Days after the said date, on the following pledged assets:
3.4.1 Ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. ("PARTNER"), which are owned by the Company, with the market value thereof on the date of the financial clearance of the proceeds of the issue of the Series A Bonds ("THE BOND ISSUE DATE") being equivalent to 100% of the par value of the Series A Bonds, including a lien on all of the rights attached to these shares, and including the right to a dividend in cash and/or in kind and any other distribution in respect of these shares, as well as rights to be issued by Partner in respect of and/or in relation to these shares, bonus shares, a preemptive right or rights to receive other securities in respect thereof of any class whatsoever (hereinafter: "THE PLEDGED SHARES"). When creating the lien on the Pledged Shares in favor of the Trustee, the Pledged Shares shall remain registered in Partner's register of shareholders under the name of the Company and under its ownership. When creating the lien, the Company shall sign a blank share transfer deed for the transfer of the Pledged Shares to a third party (hereinafter: "THE SHARE TRANSFER DEED"), and the Share Transfer Deed, along with the share certificates to be issued in respect of the Pledged Shares under the Company's name, shall be deposited with the Trustee, who shall hold these documents in trust for the Company and for the Holders of the Series A Bonds,

On the date that the share certificates in respect of the Pledged Shares are issued to the Trustee, the Company shall issue a confirmation to the Trustee, specifying that the market value of the deposited Pledged Shares on the financial clearing date of the proceeds of the issue of the Series A Bonds is equivalent to 100% of the par value of the Series A Bonds. It is hereby clarified that if expansions of the Series A Bonds shall be executed, the calculation shall be performed in relation to each of the actual financial clearing dates of the Series A Bonds, and the par value of the Bonds issued at that time.

(a) Until the occurrence of an event vesting the Trustee and/or the Holders of the Series A Bonds with the right to call for the immediate payment of the Series A Bonds, pursuant to the conditions prescribed in the Trust Deed, the Company shall enjoy all of the rights, funds and assets due in respect of and/or in relation to the Pledged Shares, and, inter alia, accordingly: (1) the Company shall be entitled to directly receive all dividends and all other distributions that might be distributed in respect of and/or in relation to the Pledged Shares; (2) the Company shall be allowed to participate and vote in respect of the Pledged Shares at all of Partner's assemblies of shareholders (general and extraordinary) as the owner of the Pledged Shares for all intents and purposes; and (3) the Company shall be allowed to pass any resolution, at its sole discretion, regarding the exercise or non-exercise of rights that Partner shall issue in respect of the Pledged Shares and/or the sale thereof, and the shares that shall be acquired as a result of an exercise of the rights, shall be owned solely by the Company, and any proceeds that shall be received as a result of the sale of the rights shall be transferred to the Company.
(b) When exercising the lien on the Pledged Shares, and subject to the lien exercise proceedings pursuant to the law, and after obtaining the prior written approval of the Minister of Communications, the Trustee shall be allowed, subject and according to the orders of the competent court regulating the lien exercise proceedings, to deliver the aforesaid Share Transfer Deed for signing by the third party that is purchasing the Pledged Shares under the lien exercise proceedings as the transferee, and to return the share certificates to Partner, which shall issue new share certificates in respect of the Pledged Shares under the name of the aforesaid third party. Furthermore, with every partial release of the Pledged Shares as prescribed in the Trust Deed, the aforesaid share certificates and Share Transfer Deed held by the Trustee in respect of the Pledged Shares shall be replaced, at the request of the Company, with new share certificates and a new blank Share Transfer Deed, which the Company shall sign, which reflects the number of Pledged Shares subsequent to the relevant partial release, and the Company shall act without delay to register the amendment to the lien in the records of the Registrar of Companies.

The Company shall exercise means of control over Partner, subject to any law, so that Partner shall record the matter of the lien on the Pledged Shares in favor of the Trustee in its books, and so that Partner shall undertake not to issue an alternate share certificate in respect of the Pledged Shares and/or in lieu of the certificate issued under the Company's name, not to split the aforesaid share certificates and/or to effect any disposition of the Pledged Shares, without receiving the Trustee's prior written consent thereto.

As of the pledge date of the Pledged Shares and until the full and final payment of the principal of the Series A Bonds, and the interest, if Partner shall effect a "distribution," as this term is defined in section 1 of the Companies Act, 5759 - 1999, which shall be effected other than from "profits," as this term is defined in section 302(b) of the said Act (hereinafter: "SPECIAL DISTRIBUTION"), then the Company shall issue additional sureties to the Trustee, within five Business Days of the date of the Special Distribution, by way of a pledge of additional Partner shares, at the quantity equal to the number of Pledged Shares in the quotient that shall be obtained by dividing: (1) the inclusive sum of the Special Distribution (in NIS) in respect of all of the shares in Partner's issued and paid-up share capital (hereinafter: "ALL OF PARTNER'S SHARES") by (2) the market value (in NIS) of All of Partner's Shares on the eve of the distribution.

3.4.2 For the purpose of this clause 3.4, "market value" means the average of the closing prices of Partner's shares during the last five Trading Days on the TASE that preceded the relevant examination date.
3.4.3 With every buy-back of the Series A Bonds by the Company, a portion of the Pledged Shares shall be released, subject to the written instruction of the Company, and according to that stated in that instruction, in such manner that, subsequent to the repayment as stated, a relative portion shall be subtracted from the Pledged Shares according to the par value of the Series A Bonds that were purchased by the Company. The Company shall take action opposite Partner so that Partner shall issue new share certificates representing the updated quantity of the Pledged Shares, in lieu of the share certificate held by the Trustee, and the Company shall take action opposite the Registrar of Companies for the purpose of amending the lien registered in favor of the Trustee. The Trustee shall sign any document required for the purpose of executing that stated above within two Business Days of the date requested, and shall deliver the share certificate to Partner in respect of the Pledged Shares deposited with it in order to receive a share certificate in lieu thereof in respect of the updated quantity as stated.
3.4.4 On the payment date of the last payment in respect of the principal and interest in respect of the Series A Bonds, and subject to their repayment in full, the Trustee shall release the balance of the Pledged Shares to the Company, as they shall be at that time, this within two Business Days, and subject to the receipt of its written instruction.
3.4.5 In the event that the Company shall desire to expand the series of Series A Bonds, then the proceeds of the additional issuance of the Series A Bonds shall be transferred to an escrow account that shall be opened for this purpose, according to the mechanism prescribed in clause 6.3 of the Trust Deed. The Trustee shall transfer the net proceeds of the issuance of the Series A Bonds (after deducting commissions) to the Company, this after the Company shall have issued additional sureties to the Trustee by way of a pledge of additional shares of Partner, the value of which and/or the market value of which, as the case may be, shall cause the market value of the additional sureties to reflect the par value of the Series A Bonds issued within the scope of the expansion of the series of Series A Bonds.
3.4.6 To dispel any doubt, it is hereby clarified that a release and/or addition of sureties shall be effected as stated above, even if the market value of the Pledged Shares shall be less than or higher than 100% of the par value of the Series A Bonds at that time, and the Trustee is not obligated to examine the market value of the Pledged Shares relative to the par value of the Series A Bonds when the time comes to approve the actions specified above.
3.5 The exercise of the lien on the Pledged Shares, including the identity of the receiver or any other functionary that might be appointed by the Court at the request of the Trustee in relation to an exercise of the Pledged Shares, including any transfer of the Pledged Shares, in whole or in part, to any third party, and including a change in the identity of the Trustee pursuant to the Trust Deed, and including an exercise of any other rights deriving from the Pledged Shares, shall be subject to the prior written consent of the Minister of Communications, and to any other approval to the extent required by law.
3.6 Within 14 days of the signing date of this Addendum, the Company shall transfer the sum of NIS 60,000 to the Trustee's account on account of legal and other expenses pertaining to the safeguarding of the rights of the Series A Bondholders, as specified in clauses 19 and 21 of the First Trust Deed. The Trustee shall return the balance to the Company that shall remain in the accounts in respect of the said sum, if any, after the full payment of the principal of the Series A Bonds,
3.7 Attached is the version of the certificate of the Series A Bonds, which includes the aforesaid particulars, which shall be issued pursuant to the Shelf Offering Report.
3.8 Other than the updating of the concrete conditions of the Series A Bonds and the amendments and additions as stated above in clauses 2 and 3, no change occurred whatsoever in the rest of the conditions of the First Trust Deed, and the First Trust Deed and the provisions thereof shall continue to apply between the parties in relation to the Series A Bonds.
1. By signing this agreement, the Trustee authorizes each of the authorized signatories of the Company to report on its behalf in the Magna network about its engagement in this agreement and its signing of it.

IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO SIGNED:

Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim	/s/

SCAILEX CORPORATION LTD.	CLAL FINANCE TRUST 2007 LTD.

ATTORNEY'S CONFIRMATION

I, the undersigned, Rona Bergman Naveh, the attorney of Scailex Corporation Ltd., hereby confirm that this Addendum was duly signed by the authorized signatories of Scailex Corporation Ltd., Messrs. Yahel Shachar and Shachar Rachim.

/s/ Rona Bergman Naveh ---------------------- RONA BERGMAN NAVEH, ADV.

SCAILEX CORPORATION LTD.

FIRST ADDENDUM CERTIFICATE OF SERIES A BONDS

Issued herewith is a Bond, which is payable in six payments during the years 2011 through 2014 (inclusively), which bears annual, unlinked interest, as specified hereunder:

REGISTERED BONDS.
Certificate number:
Annual interest rate:%.
Par value of this Bond: NIS
The registered holder of this Bond:

THIS CERTIFICATE attests that Scailex Corporation Ltd. ("THE COMPANY") shall pay 16.666% of the par value of this Bond on March 31 and on September 30 of each of the years 2011 through 2014 (inclusively) to whomever shall be the registered "holder" (as this term is defined in the conditions in the overleaf) of the Bond on the determinant date for that payment, all being subject to that specified in the conditions in the overleaf and the Trust Deed dated August 18, 2009 between the Company on the one hand and Clal Finance Trust 2007 Ltd. and/or any party that shall serve from time to time as a trustee of the holders of the Bonds pursuant to the Trust Deed ("THE TRUSTEE" and "THE TRUST DEED," respectively).

This Bond bears interest at the annual interest rate specified above, which shall be paid at the appointed times, all as specified in the conditions in the overleaf.

1. This Bond shall not be linked, all as specified in the conditions in the overleaf.
1. This Bond is being issued as part of Series A of Bonds, the conditions of which are identical to the conditions of this Bond ("THE RELEVANT SERIES"), being subject to the conditions specified in the overleaf and in the Trust Deed. It is hereby clarified that the provisions of the Trust Deed shall constitute an integral part of the provisions of this Bond, and shall be binding upon the Company and upon the holders of the Bonds included in the aforesaid series.
1. The Bonds of the Relevant Series are secured by sureties, all as specified in the Offering Report of the Company dated September 6, 2009, under which Bonds of the Relevant Series were offered for the first time to the public ("THE INITIAL OFFERING REPORT"), and as specified hereunder in clause 8.
1. To the extent not prescribed otherwise in the Initial Offering Report of the Bonds of the Relevant Series, the Company shall be allowed to pledge all of its assets and/or a portion thereof, in any lien and in any manner, in favor of any party that it shall deem fit, without any restriction, and at any ranking, including for the securing of any bonds (or any series of bonds) or other liabilities, and without the need for the consent of the Trustee and/or of the holders of the Bonds of any series. Furthermore, the Company shall be allowed to sell, lease, deliver or transfer by any other means, its property, in whole or in part, in any manner, to the favor of any party that it shall deem fit, without the need for any consent of the Trustee and/or the holders of the Bonds in any series.
1. All of the Bonds of the Relevant Series shall be PARI PASSU, INTER SE, in relation to the Company's liabilities pursuant to the Bonds of this Series, and without any preferential or preferred right of one over the other.

SIGNED BY THE COMPANY ON

		SCAILEX CORPORATION LTD.

THE CONDITIONS RECORDED IN THE OVERLEAF

1. GENERAL

In this Series A Bond, the following expressions shall have the following meanings, unless the context dictates otherwise:

"THE COMPANY" and/or "THE ISSUER" Scailex Corporation Ltd.;

"THE TRUST DEED" Trust deed signed between the Company

and the Trustee on August 18, 2009, including the addenda, amendments and supplements thereto, which constitute

an integral part thereof;

"THE PROSPECTUS" or

"THE SHELF PROSPECTUS" Shelf prospectus of the Company dated

August 21, 2009, which was published,

inter alia, in respect of the Bonds;

"SHELF OFFERING REPORT" or "OFFERING REPORT" Shelf offering to be published

pursuant to the Shelf Prospectus, in conformity with the provisions of the

Securities Act, 5728 - 1968, in which Bonds of the Relevant Series shall be

offered, while prescribing all of the special particulars for that offering;

"REPORT OF THE INITIAL

OFFERING OF THE RELEVANT

SERIES" An offering report under which Bonds

of the Relevant Series shall be offered for the first time;

"THE BONDS" or "THE BOND" Series A Bonds;

"THE TRUSTEE" Clal Finance Trust 2007 Ltd. and/or any party that shall serve from time to time as a trustee of the Bondholders pursuant to this Deed;

"PARTNER SHARE ACQUISITION

TRANSACTION" Transaction for the acquisition of shares of Partner Communications Ltd. from Advent Investments Pte Ltd. by the Company pursuant to the agreement dated August 12, 2009;

"THE REGISTER FOR THE

RELEVANT SERIES" Register of the holders of the Bonds of the same series, as stated in clause 25 of the Trust Deed;

"HOLDERS OF THE BONDS" and/or "THE BONDHOLDERS"

and/or "THE HOLDERS" Any party holding the Bonds;

"SPECIAL RESOLUTION" Resolution passed during a general assembly of Bondholders of the Relevant Series, during which Holders of at least fifty-five percent (55%) of the balance of the par value of the Bonds in circulation of that series are present, either in person or by proxy, or during a postponed assembly during which Holders of at least ten percent (10%) of the said balance are present, either in person or by proxy, which was passed (whether during the original assembly or during the postponed assembly) by a majority of at least seventy-five percent (75%) of all votes of the voters, excluding abstentions;

"THE BOND CERTIFICATE" Bond certificate of the Relevant

Series, the version of which appears in the First Addendum to the Trust

Deed;

"THE LAW" or "THE SECURITIES ACT" The Securities Act, 5728 - 1968, and the regulations instituted pursuant

thereto from time to time;

"THE COMPANIES ACT" The Companies Act, 5759 - 1999;

"PRINCIPAL" The outstanding par value of the Bonds of the Relevant Series;

"TRADING DAY" Any day on which transactions are carried out on the Tel-Aviv Stock

Exchange Ltd.;

"BUSINESS DAY" or

"BANKING BUSINESS DAY" Any day that the banks in Israel are

open for business;

"BUSINESS DAY ABROAD" Any day on which a quotation of base interest is determined, relating to foreign currency, which is published in the Reuters information service, or any other source of information that shall be specified in the Initial Offering Report of the Bonds of the

Relevant Series;

"THE TASE" The Tel-Aviv Stock Exchange Ltd.;

"THE NOMINEE COMPANY" The Nominee Company of Israel Discount

Bank Ltd.;

"THE TASE CLEARING HOUSE" The clearing house of the Tel-Aviv

Stock Exchange Ltd.

1. This Bond is one of a Series of registered Series A Bonds at the inclusive nominal sum of up to NIS 4,000,000,000 for each relevant series. The Bonds in This Series shall be issued PARI PASSU, INTER SE, without any preferential or preferred right of one over the other.
1. This Bond is payable (Principal) in a number of payments, which shall be paid on each of the dates as shall be specified in the Initial Offering Report, under which the Bond shall be offered, but on not more than one date per quarter. The type of interest on the Principal of the Series A Bonds to be issued shall be specified in the Offering Report under which the Bond shall be offered for the first time. The interest rate on the Principal of the Bond shall be determined during a tender, pursuant whereto its initial offering shall be conducted. The interest on the Bond Principal shall be paid annually in two biannual payments, all as shall be specified in the Offering Report under which the Bond shall be offered for the first time. The dates and number of payments of the Principal, the absence of linkage, the type of interest, the interest rate or method for determining it, and the interest payment dates of the Bond, as shall be specified in the Offering Report under which the Bond shall be offered for the first time, shall be determined by the Company prior to the initial offering of the Bond.
1. PAYMENT DATE OF THE BOND PRINCIPAL

The principal of the Series A Bonds, which is not linked to the consumer price index or to any other index or currency, shall be paid in six biannual payments on March 31 and on September 30 of each of the years 2011 through 2014 (inclusively). The first payment of the Principal shall be paid on September 30, 2011.

The determinant date for the purpose of payment of Principal to the Holders of the Series A Bonds shall be at the end of March 19 and September 18 of each year, as the case may be, just prior to the payment date of the Principal.

The Company undertakes that, in the event that the transaction for the acquisition of shares of Partner shall not be closed by March 31, 2010, it shall call the Bonds for a forced early redemption and the provisions in clause 6 hereunder shall apply.

1. The total immediate net consideration (i.e., net of commissions) that the Company shall receive in respect of the issuance of the Series A Bonds shall be deposited in escrow accounts, which shall be opened in one or more of the five major banks in Israel and shall not be transferred to the Company for its use until the conditions for the Closing of the Partner Share Acquisition Transaction as stated have been fulfilled, according to the following mechanism:
6.1 The Trustee shall open bank accounts under its name at one or more of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), to one of which the issue coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series A Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNTS" and "THE DEPOSITS," respectively). The Trustee shall have sole signatory rights in the Escrow Accounts in relation to any operation in these accounts, including with respect to the withdrawal of monies from these accounts. The Trustee shall be allowed, but not obligated, to transfer, at the request of the Company, the monies and securities deposited in an Escrow Account at one bank to an Escrow Account at another bank as stated. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Accounts for Series A is the sole responsibility of the Company, and the Trustee for Series A shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
6.2 The funds, the securities being deposited in the Escrow Accounts, and all of the Company's rights in the Escrow Accounts shall be pledged in favor of the Trustee for the Holders of the Series A Bonds under a sole, fixed, first-ranking lien, and, concurrent with the transfer of the Deposits to the Escrow Accounts, the Company shall issue the following documents to the Trustee:
6.2.1 original lien registration certificates from the Registrar of Companies on the funds, the securities being deposited in the Escrow Accounts and all rights of the Company in the Escrow Accounts in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of registration of the liens, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the liens, which specifies the liens that were registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid liens. It is clarified that the lien registration certificates as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
6.2.2 Confirmation from the banks at which the Escrow Accounts were opened acknowledging that the funds, the securities being deposited in the Escrow Accounts and all of the Company's rights in the Escrow Accounts are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Accounts.
6.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposits is to guarantee the repayment of the Principal of the Series A Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
6.4 The Trustee shall operate the Deposits as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 10, the Trustee shall sign the order to transfer the Deposits to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of management of the accounts, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposits to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with the Trust Deed at that time. The Company shall notify the Trustee three Business Days in advance of the expected transfer date of the funds.
6.4.a Prior to the Closing of the Partner Share Acquisition Transaction, the Company shall open a designated bank account that shall be pledged in favor of the Trustee (for the Holders of the Series A Bonds), which shall be used, in the event that the Trustee shall issue an appropriate instruction in accordance with and subject to that stated in clause 7.3 of the Trust Deed, to receive dividends and/or any other distribution, to the extent that any shall be distributed by Partner in respect of the Pledged Shares. The Company shall forward the documents specified above in clause 6.2 relating to the pledge of the said bank account (MUTATIS MUTANDIS) to the Trustee within 2 Business Days of the Closing Date of the Partner Share Acquisition Transaction,
6.5 FORCED EARLY REDEMPTION OF ALL OF THE BONDS

The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be closed by the Deadline, i.e., by March 31, 2010, it shall call the Series A Bonds for forced early redemption, and the following provisions shall apply.

6.5.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the Holders of the Series A Bonds, with a copy to the Trustee, with the determinant date for the execution thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the execution of the Early Redemption. In other words, the Company shall publish an Immediate Report, which includes a notice that the Early Redemption will be executed, and which specifies the execution date of the Early Redemption, a date which shall occur no earlier than 30 days and no later than 45 days after the publication date of the said Immediate Report. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest and the actual payment date of the interest. The Company shall also report the interest that has accrued up until the date of the Early Redemption in the Immediate Report.
6.5.2 On the date of the Early Redemption, the Company shall pay the sum of the Principal of the Series A Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Series A Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").

6.5.3 The sum of the Early Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.5.2. In the event that the balance of the funds in the Escrow Accounts shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Accounts the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Accounts at that time.

6.6 VOLUNTARY REDEMPTION

In the event that the Company shall Close the Partner Share Acquisition Transaction by the Deadline, without a rating for the Series A Bonds having been received by that date, the Holders of the Series A Bonds shall be entitled to an Early Redemption of the Series A Bonds that they are holding (hereinafter: "VOLUNTARY REDEMPTION"), according to the following mechanism:

6.6.1 VOLUNTARY REDEMPTION NOTICE

On April 1, 2010, the Company shall publish an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel regarding the entitlement of Holders of the Series A Bonds to voluntarily redeem the Bonds on May 2, 2010.

6.6.2 It shall be possible to deliver an Early Redemption Notice as of the date that the Company shall deliver a notice as stated regarding the date for notifying of an Early Redemption, subject to that stated hereunder. A Voluntary Redemption Notice of a holder of Bonds that are registered under its name in the Register of Bondholders of Series A, must be delivered to the Company within the period from the publication date of the Immediate Report as stated above in clause 6.6.1 and April 18, 2010, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.
6.6.3 A Voluntary Redemption Notice of a Holder of Bonds through TASE members must be delivered to the TASE member through whom the Bondholder is holding the Series A Bonds that it wishes to redeem by April 18, 2010.
6.6.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices:
6.6.4.1 Written notice from the TASE member must be received at the TASE Clearing House by six Trading Days prior to the Voluntary Redemption date, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the Voluntary Redemption is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.
6.6.4.2 An application for a Voluntary Redemption, which relates to a quantity of Bonds that exceeds the quantity registered to the credit of the TASE member in the secondary account to which the application relates, shall not be effected at all and shall be returned to the sending TASE member, specifying the reason for the return.
6.6.4.3 No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (1), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
6.6.4.4 No later than the second Trading Day after the day on which the Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause (3), the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.

On the Voluntary Redemption Date, the Company shall redeem the Bonds in respect whereof Voluntary Redemption Notices were submitted, in such manner that the Holder of the said Bonds shall be entitled to receive from the Company the sum of NIS 1 in respect of each NIS 1 of Bonds that shall be redeemed by the Company on the said date, (not including the accrued and as yet unpaid interest).

A Voluntary Redemption Notice submitted to the Company or to the TASE members may not be cancelled or changed.

6.6.5 The sum of the Voluntary Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions to be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.6.4.4. In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption as stated.
6.7 If all of the preconditions stated above in clause 6.4 shall be fulfilled regarding the release of all of the funds from the Escrow Account in respect of the Series A Bonds, and in the event of a Voluntary Redemption, in which only a portion of the Series A Bonds has been redeemed, and a balance remains in the Escrow Account, the Holders of the Series A Bonds are hereby instructing the Trustee of Series A, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposits that shall be in the Escrow Account to the Company, and for this purpose, to sign all documents required for the removal of the liens on the Escrow Accounts and for the transfer of the funds of the Deposits to the Company. Shortly after the transfer of the funds as stated, the Trustee shall take action to close the Escrow Accounts.
6.8 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the Holders of the Series A Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the Holders of the Series A Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the Holders of the Series A Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the Holders of the Series A Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed.
1. ABSENCE OF LINKAGE BASES ON THE BOND PRINCIPAL AND INTEREST

The Principal and Interest on the Series A Bonds are not linked to the consumer price index or to any other index or currency.

1. THE INTEREST ON THE SERIES A BONDS
8.1 The Series A Bonds bear interest at the rate to be determined in the tender, which shall not exceed 7% per annum.
8.2 The interest on the Series A Bonds shall be paid in biannual payments, on the balance of the outstanding Principal, on March 31 and on September 30 of each of the years 2010 through 2014, in respect of the six-month period ending on the last day prior to every interest payment date. The first interest payment on the Series A Bonds shall be paid on March 31, 2010 for the period as of the day after the tender date pursuant to the Shelf Offering Report and ending on March 30, 2010, with the interest being calculated on the basis of 365 days per year, according to the number of days in the said period. The subsequent interest payments shall be calculated according to the annual interest rate divided by the number of interest payments per year. The last interest payment shall be paid on March 31, 2014.

The Company shall publish the interest rate that shall be paid in the first payment in the Immediate Report of the Results of the Issue pursuant to the Shelf Offering Report.

8.3 The Company shall pay interest as stated to whoever shall be registered in the Register as the owner of the Series A Bonds at the end of March 19 and September 18 of each year, as the case may be, just prior to the date of the interest payment.
8.4 The last payment of interest on the Principal of the Series A Bonds shall be paid, together with the last payment on account of the Principal of the Series A Bonds, this against the delivery of the Series A Bond Certificates to the Company.
8.5 If, by March 31, 2010, the Series A Bonds shall be rated for the first time at a rating that is lower than (A-) or A3 (hereinafter: "THE DECLINE"), then the annual interest rate that the Series A Bonds shall bear shall increase at the rate of 0.3% in respect of each rating step that is lower than an (A-) or A3 rating (hereinafter: "THE AMENDED INTEREST RATE"), this as of the issue date of the Bonds. For example: if the rating of the Series A Bonds shall be BBB+, then the annual interest rate that Series A Bonds shall bear shall increase at the rate of 0.3%. If the rating shall be lower by an additional step, then the interest rate shall increase at the rate of 0.6%, and so forth. The Company shall transfer an updated payment schedule to the Trustee with the change in the interest rate in the event of a Decline.

8.6 The Company shall publish an Immediate Report regarding the initial rating assigned to the Bonds, and if the rating shall be lower than (A-) or A3, then the Amended Interest Rate that shall be paid to the Holders of the Series A Bonds shall also be specified in the Immediate Report. If the announcement of the change in the rating of the Series A Bonds shall be published less than four (4) Trading Days prior to the determinant date for the interest payment (hereinafter: "THE NEXT INTEREST PAYMENT"), the payment of the additional interest resulting from the Decline shall be postponed, and shall be paid on the date of the subsequent interest payment (hereinafter: "THE SUBSEQUENT INTEREST PAYMENT"). As of the payment of the first interest after the payment of the Subsequent Interest Payment, and thereafter, the interest rate shall return to the Amended Interest Rate.

It is clarified that the Subsequent Interest Payment shall be paid to the registered Holder of the Bonds on the determinant date that is prior to the Subsequent Interest Payment.

9. THE PAYMENTS OF PRINCIPAL AND INTEREST OF THE BONDS

9.1 The payments on account of the interest and/or the Principal of the Series A Bonds, shall be paid to the persons whose names shall be registered in the Register of Series A Bondholders on the dates as shall be specified in the Initial Offering Report of the Series A Bonds, in conformity with the provisions of the TASE regulations as they shall be at that time ("THE DETERMINANT DATE"), except for the last payment of the Principal and interest, which shall be rendered against the delivery of the Series A Bond Certificates to the Company at the Company's registered office, or at any other location that the Company shall so instruct, no later than five (5) Business Days prior to the final payment date.

It is hereby clarified that any party that is not registered in the Register of Series A Bondholders on the Determinant Date shall not be entitled to a payment of interest in respect of the interest period that began prior to that date.
9.2 In any instance whereby the payment due date on account of Principal and/or interest shall fall on a day other than a Business Day, the payment date shall be postponed until the first subsequent Business Day, without any additional payment, and "the Determinant Date" for the purpose of determining entitlement to redemption or to interest shall not change as a result.
9.3 Any payment on account of Principal and/or interest, which shall be paid in arrears that exceeds seven (7) Business Days after the payment due date according to the conditions of the Series A Bonds as stated, for reasons depending upon the Company, shall bear arrears interest (as this term is defined hereunder) as of the payment due date until the actual payment date. To the extent that there are a number of arrears in payments as stated, the total number of days in arrears (cumulatively) during the period that the Series A Bonds are in circulation, in respect whereof the Company shall not pay arrears interest, shall not exceed 21 Business Days.
9.4 In this regard, the rate of the arrears interest means the maximum interest rate that shall be in effect at that time at Bank Leumi Le-Israel Ltd. in respect of debit balances in current loan accounts or in current accounts in Israeli currency having no credit framework in effect, whichever is higher, which shall be calculated according to the number of days of the actual delay. In the event of arrears in payment as state above, the Company shall announce the exact interest rate to be paid, which shall include the biannual interest plus the arrears interest as stated, in an Immediate Report two (2) Trading Days prior to the actual payment date.
9.5 The payment to those entitled shall be rendered by way of checks or bank transfer to the credit of the bank account of those persons whose names shall be listed in the Register of Series A Bondholders, and which shall be specified in particulars to be timely delivered in writing to the Company, according to that stated in clause 9.6 hereunder. If the Company shall be unable to pay any sum to those entitled thereto, for a reason not dependent upon the Company, the provisions of clause 12 of the First Trust Deed shall apply.
9.6 A Holder of the Series A Bonds shall notify the Company of the bank account details for crediting payments to that Holder according to the Series A Bonds as stated above, or about any change in the said account details or in its address, as the case may be, by written notice sent by registered mail to the Company. The Company shall be required to act according to the Holder's notice regarding a change as stated, once fifteen (15) Business Days have elapsed since the arrival of the Holder's notice to the Company.
9.7 If a Bondholder entitled to a payment as stated did not deliver details about its bank account in timely fashion to the Company, any payment on account of the Principal and the interest shall be rendered by check, which shall be sent by registered mail to its last address registered in the Register of Series A Bondholders. The mailing of a check to an entitled Bondholder by registered mail as stated shall be deemed, for all intents and purposes, to be payment of the sum quoted therein on the date of its dispatch at the post office, provided that, upon proper presentation for collection, it shall be paid.
9.8 Any compulsory payment, to the extent required by law, shall be deducted from any payment in respect of the Series A Bonds.

10. SURETY

To secure the payment of the Principal and the interest that the Company is required to pay to the Holders of the Series A Bonds, and to secure the complete fulfillment of all of its other undertakings pursuant to the conditions of the Series A Bonds, the Company shall create a sole, fixed, first-ranking lien in favor of the Trustee, immediately after the release of the funds as stated in clause 6.3.4 of the Trust Deed, which shall be registered with the Registrar of Companies within two Business Days after the said date, on the following pledged assets:

10.1 Ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. (hereinafter: "PARTNER"), which are owned by the Company, with the market value thereof on the financial clearing date of the proceeds of the issue of the Series A Bonds ("THE BOND ISSUE DATE") being equivalent to 100% of the par value of the Series A Bonds, including a lien on all of the rights attached to these shares, and including the right to a dividend in cash and/or in kind, and any other distribution in respect of these shares, as well as rights to be issued by Partner in respect of and/or in relation to these shares, bonus shares, a preemptive right or rights to receive other securities in respect thereof of any class whatsoever (hereinafter: "THE PLEDGED SHARES"). When creating the lien on the Pledged Shares in favor of the Trustee, the Pledged Shares shall remain registered in Partner's register of shareholders under the name of the Company and under its ownership. When creating the lien, the Company shall sign a blank share transfer deed for the transfer of the Pledged Shares to a third party (hereinafter: "THE SHARE TRANSFER DEED"), and the Share Transfer Deed, along with the share certificates to be issued in respect of the Pledged Shares under the Company's name, shall be deposited with the Trustee, who shall hold these documents in trust for the Company and for the Holders of the Series A Bonds,.

(a) Until the occurrence of an event vesting the Trustee and/or the Holders of the Series A Bonds with the right to call for the immediate payment of the Series A Bonds, pursuant to the conditions prescribed in the Trust Deed, the Company shall enjoy all of the rights, funds and assets due in respect of and/or in relation to the Pledged Shares, and, inter alia, accordingly: (1) the Company shall be entitled to directly receive all dividends and all other distributions that might be distributed in respect of and/or in relation to the Pledged Shares; (2) the Company shall be allowed to participate and vote in respect of the Pledged Shares at all of Partner's assemblies of shareholders (general and extraordinary) as the owner of the Pledged Shares for all intents and purposes; and (3) the Company shall be allowed to pass any resolution, at its sole discretion, regarding the exercise or non-exercise of rights that Partner shall issue in respect of the Pledged Shares and/or the sale thereof, and the shares that shall be acquired as a result of an exercise of the rights, shall be owned solely by the Company, and any proceeds that shall be received as a result of the sale of the rights shall be transferred to the Company.
(b) When exercising the lien on the Pledged Shares, and subject to the lien exercise proceedings pursuant to the law, and after obtaining the prior written approval of the Minister of Communications, the Trustee shall be allowed, subject and according to the orders of the competent Court regulating the lien exercise proceedings, to deliver the aforesaid Share Transfer Deed for signing by the third party that is purchasing the Pledged Shares under the lien exercise proceedings as the transferee, and to return the share certificates to Partner, which shall issue new share certificates in respect of the Pledged Shares under the name of the aforesaid third party. Furthermore, with every partial release of the Pledged Shares as prescribed in the Trust Deed, the aforesaid share certificate and Share Transfer Deed held by the Trustee in respect of the Pledged Shares shall be replaced, at the request of the Company, with a new share certificate and a new blank Share Transfer Deed, which the Company shall sign, which reflects the number of Pledged Shares subsequent to the relevant partial release, and the Company shall act without delay to register the amendment to the lien in the records of the Registrar of Companies.

10.2 As of the pledge date of the Pledged Shares and until the full and final payment of the Principal of the Series A Bonds, and the interest, if Partner shall effect a "distribution," as this term is defined in section 1 of the Companies Act, which shall be effected other than from "profits," as this term is defined in section 302(b) of the said Act (hereinafter: "SPECIAL DISTRIBUTION"), then the Company shall issue additional sureties to the Trustee, within five Business Days of the date of the Special Distribution, by way of a lien of additional Partner shares, at the quantity equal to the number of Pledged Shares in the quotient that shall be obtained by dividing: (1) the inclusive sum of the Special Distribution (in NIS) in respect of all of the shares in Partner's issued and paid-up share capital (hereinafter: "ALL OF PARTNER'S SHARES") by (2) the market value (in NIS) of All of Partner's Shares on the eve of the distribution.
10.3 For the purpose of this clause 8, "market value" means the average of the closing prices of Partner's shares during the last five Trading Days on the TASE that preceded the relevant examination date.
10.4 With every buy-back of the Series A Bonds by the Company, a portion of the Pledged Shares shall be released, subject to the written instruction of the Company, and according to that stated in that instruction, in such manner that, subsequent to the repayment as stated, a relative portion shall be subtracted from the Pledged Shares according to the par value of the Series A Bonds that were purchased by the Company. The Company shall take action opposite Partner so that Partner shall issue new share certificates representing the updated quantity of the Pledged Shares, in lieu of the share certificate held by the Trustee, and the Company shall take action opposite the Registrar of Companies for the purpose of amending the lien registered in favor of the Trustee. The Trustee shall sign any document required for the purpose of executing that stated above within two Business Days of the date requested, and shall deliver the share certificate to Partner in respect of the Pledged Shares deposited with it in order to receive a share certificate in lieu thereof in respect of the updated quantity as stated.
10.5 On the payment date of the last payment in respect of the Principal and interest in respect of the Series A Bonds, and subject to their repayment in full, the Trustee shall release the balance of the Pledged Shares to the Company, as they shall be in the Escrow Account at that time, this within two Business Days, and subject to the receipt of its written instruction.
10.6 In the event that the Company shall desire to expand the series of Series A Bonds, then the proceeds of the additional issuance of the Series A Bonds shall be transferred to an escrow account that shall be opened for this purpose, according to the mechanism prescribed in clause 6.3 of the Trust Deed. The Trustee shall transfer the net proceeds of the issuance of the Series A Bonds (after deducting commissions) to the Company, this after the Company shall have issued additional sureties to the Trustee by way of a pledge of additional shares of Partner, the value of which and/or the market value of which, as the case may be, shall cause the market value of the additional sureties to reflect the par value of the Series A Bonds issued within the scope of the expansion of the series of Series A Bonds.
10.7 To dispel any doubt, it is hereby clarified that a release and/or addition of sureties shall be effected as stated above, even if the market value of the Pledged Shares shall be less than or higher than 100% of the par value of the Series A Bonds at that time, and the Trustee is not obligated to examine the market value of the Pledged Shares relative to the par value of the Series A Bonds when the time comes to approve the actions specified above.

10.8 The exercise of the lien on the Pledged Shares, including the identity of the receiver or any other functionary that might be appointed by the Court at the request of the Trustee in relation to an exercise of the Pledged Shares, including any transfer of the Pledged Shares, in whole or in part, to any third party, and including a change in the identity of the Trustee pursuant to the Trust Deed, and including an exercise of any other rights deriving from the Pledged Shares, shall be subject to the prior written consent of the Minister of Communications, and to any other approval to the extent required by law.

11. GENERAL PROVISIONS

11.1 Sums of the Principal and interest shall be paid to any Bondholder without taking into consideration any equitable rights or any right of offset or counterclaim that exists or that might exist between the Company and the aforesaid Bondholder.
11.2 The Company shall not be obligated to record in the Register of Series A Bondholders any notice regarding a trust, lien and pledge of any kind and type, or any equitable right or any other right relating to the Bondholder's ownership of the Bond.
11.3 Any party becoming entitled to the Bond as a result of bankruptcy or as a result of liquidation proceedings of the Bondholder, shall have the right, as soon as it shall present the evidence that the Company shall require from it, to be registered in the Register of Series A Bondholders as the Holder of the Bond.

12. REGISTER OF THE BONDHOLDERS

Regarding the keeping of a Register of Series A Bondholders, the provisions of clause 25 of the Trust Deed shall apply.

PREVENTION FROM PAYING, FOR A REASON NOT DEPENDENT UPON THE COMPANY

Regarding prevention from paying a Series A Bondholder, for a reason not dependent upon the Company, the provisions of clause 12 of the Trust Deed shall apply.

14. TRANSFER OF THE BONDS

The Bonds are transferable in relation to the entire par value thereof, and even regarding a portion thereof, provided that it shall be in whole New Shekels. Any transfer of the Bonds (excluding a transfer being carried out by way of trading on the TASE) shall be effected according to a transfer deed in the customary version, properly signed by the registered Holder or its legal representatives and by the recipient of the transfer or its legal representatives, which shall be delivered to the Company at its registered office, attaching the Bond Certificates being transferred pursuant thereto, and any other proof that shall be required by the Company for the sake of proving the transferor's right to transfer them. If tax or any other compulsory payment shall apply to a transfer deed for the Bonds, proof of the payment thereof must be delivered to the Company to the Company's satisfaction. The provisions of the Company's Articles of Association applicable to transfers of fully paid-up shares and on the assignment thereof shall apply, MUTATIS MUTANDIS, as the case may be, on the mode of transfer of the Bonds and the assignment thereof. In the event of a transfer of only a portion of the par value of the Bonds registered in the Bond Certificate, the Bond Certificates must be split, pursuant to the provisions of clause 15 hereunder, first into the number of Bond Certificates so required, in such manner that the total sums of the par value registered therein shall be equal to the sum of the par value of the Bonds registered in the said Bond Certificate. After the fulfillment of all these conditions, the transfer shall be recorded in the Register for the Relevant Series, and the Company shall be allowed to demand that a note regarding the transfer as stated shall be recorded on the Certificate of the Bonds being transferred, which shall be delivered to the transferee, or that a new Bond Certificate shall be issued to the transferee instead, and all of the conditions specified in the Certificate of the Bonds being transferred shall apply to the transferee, so that, every reference to the "holder" shall be deemed to mean "the transferee" and the transferee shall be deemed the "holder" for the purposes of the Trust Deed for the Relevant Series.

15. BOND CERTIFICATES AND SPLITTING THEREOF

One Certificate shall be issued in respect of the Bonds registered under the name of a single Holder, or, at its request, a reasonable number of Certificates shall be issued to it, provided that the total par value of the Bonds registered in each Certificate as stated shall be in whole New Shekels (the Certificates referred to in this clause shall be called hereinafter: "THE CERTIFICATES").

All of the Bond Certificates may be split into Bond Certificates with the total par value of the Bonds registered therein being equal to the total par value of the Bonds registered in the Certificate being asked to be split, provided that Certificates as stated shall not be issued other than in a reasonable quantity. The split shall be effected against the delivery of that Bond Certificate to the Company at its registered office for the purpose of effecting the split. All expenses involved in the split, including taxes and levies, if any, shall apply to the party requesting the split.

16. EARLY REDEMPTION.

Regarding early redemption of the Bonds, the provisions of clause 6 of the Trust Deed shall apply.

17. WAIVERS, COMPROMISES AND/OR CHANGES IN THE BOND CONDITIONS

In relation to the authority of the Company and/or the Trustee to effect a waiver, compromise and changes in the conditions of the Bonds, the provisions of clause 24 of the Trust Deed shall apply.

18. ASSEMBLIES OF BONDHOLDERS

The general assemblies of the Bondholders of the Relevant Series shall convene and be conducted according to that stated in the Second Addendum to the Trust Deed.

19. RECEIPTS AS PROOF

Without derogating from any other of these conditions, a receipt signed by the Bondholder shall constitute proof of the full clearance of any payment made by the Company in respect of the Bond.

20. REPLACEMENT OF BOND CERTIFICATES

In the event that this Bond Certificate shall become worn, be lost or destroyed, the Company shall issue a new Certificate in its place in respect of this Bond and with the same conditions. Taxes and other levies, as well as other expenses involved in the issuance of the new Certificate, shall apply to the Bondholder requesting the said Certificate (including expenses relating to proof of ownership of the Bonds, and relating to indemnification and/or insurance coverage that the Company shall require, if any, in relation thereto). In the event of wear and tear, the worn Certificate shall be returned to the Company simultaneously and against the issuance of the new Certificate.

21. APPLICABLE LAW AND JURISDICTION

The Courts in the city of Tel-Aviv - Jaffa shall have sole and exclusive jurisdiction in any dispute concerning the Bonds, the Trust Deed and the agreements by virtue whereof the Bonds were allotted, and solely the laws of the State of Israel shall apply thereto.

Filename: exhibit_9.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 9

AMENDMENT AND ADDENDUM TO THE TRUST DEED OF AUGUST 18, 2009

DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 28, 2009

BETWEEN:

SCAILEX CORPORATION LTD. Public company no. 52-003180-8 of 48 Ben-Tsiyon Galis Street, Petach-Tikva 49277 Israel (hereinafter - "THE COMPANY")

OF THE FIRST PART;

AND:

CLAL FINANCE TRUST 2007 LTD. Private company no. 51-404642-4 of 37 Menachem Begin Road, Tel-Aviv, Israel (hereinafter - "THE TRUSTEE")

OF THE SECOND PART;

AND WHEREAS pursuant to the provisions of clause 3.6 of the Second Trust Deed, and clause 10 of the Conditions Prescribed in the Overleaf to the Second Trust Deed, the Company undertook to create a fixed, first-ranking lien on ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. (hereinafter: "PARTNER"), the market value of which on the financial clearing date of the proceeds of the issue of the Series B Bonds was equivalent to 100% of the par value of the Series B Bonds;

AND WHEREAS the Company desires to draw up additional amendments in the Second Trust Deed in order to elucidate that stated therein and/or to benefit the holders of the Series B Bonds;

AND WHEREAS the parties agreed that this Amendment and Addendum to the First Trust Deed shall replace the Second Trust Deed, including the Previous Addendum, and the parties agreed that this Amendment and Addendum shall include all of the addenda to the First Trust Deed, which are required in order to supplement the particulars of the Series B Bonds with the concrete conditions of the Series B Bonds, as expressed in the shelf offering report published by the Company on September 6, 2009 (hereinafter: "THE SHELF OFFERING REPORT"), and as specified hereunder, and to prescribe addenda and amendments that shall apply to the First Trust Deed solely in relation to the Series B Bonds, as specified hereunder in this deed;

WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

1. GENERAL

1.1 The provisions of the First Trust Deed, which is attached as APPENDIX A to this Amendment and Addendum, constitute an integral part of this Amendment and Addendum, and they shall apply to the relations between the parties and in relation to the Series B Bonds. It is hereby clarified that, to the extent that additional series shall be issued pursuant to the Shelf Prospectus, the provisions of this Amendment and Addendum shall not apply to the additional series.

1.2 All of the provisions of the First Trust Deed shall remain in effect, unless otherwise expressly stated in this Deed.
1.3 In the event of a contradiction between the provisions of this Amendment and Addendum and the provisions of the First Trust Deed, the provisions of this Amendment and Addendum shall prevail.
1. THE FOLLOWING AMENDMENTS SHALL APPLY TO THE FIRST TRUST DEED, SOLELY IN RELATION TO THE SERIES B BONDS:
2.1 A NEW CLAUSE 6.3 SHALL BE ADDED, AS FOLLOWS:

"In addition to and in accordance with that stated above in clause 6.2, the Company undertakes that if the transaction for the acquisition of shares of Partner Communications Ltd. (hereinafter: "PARTNER") from Advent Investments Pte Ltd. (hereinafter: "ADVENT"), a Singapore corporation controlled by Hutchison Telecommunications International Limited, by the Company in accordance with the agreement dated August 12, 2009 (hereinafter: "THE PARTNER SHARE ACQUISITION Transaction") shall not be closed by March 31, 2010 (hereinafter: "THE DEADLINE"), it shall call for a forced early redemption of all of the Bonds, and the provisions as specified hereunder shall apply. The Partner Share Acquisition Transaction was reported by the Company in the Company's Immediate Reports of August 12, 2009 (reference no.: 2009-01-194286), of August 13, 2009 (reference no.: 2009-01-195681), of August 23, 2009 (reference no.: 2009-01-204756). In this regard - "CLOSING OF THE PARTNER SHARE ACQUISITION TRANSACTION" - means a transfer of shares representing at least 36% of Partner's issued and paid-up share capital to the Company's ownership.

The entire immediate net proceeds (i.e., net of commissions) that the Company shall receive in respect of the issue of the Series B Bonds shall be deposited in an escrow account that shall be opened in one of the five major banks in Israel, and shall not be transferred to the Company for its use until the conditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction, as stated, in accordance with the following mechanism:

6.3.1 The Trustee shall open bank accounts under its name at one or more of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), into one of which the issue coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series B Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNTS" and "THE DEPOSITS," respectively). The Trustee shall have sole signatory rights in the Escrow Accounts in relation to any operation in these accounts, including with respect to the withdrawal of monies from these accounts. The Trustee shall be allowed, but not obligated, to transfer, at the request of the Company, the monies and securities deposited in an Escrow Account at one bank to an Escrow Account at another bank as stated. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Accounts for Series B is the sole responsibility of the Company, and the Trustee for Series B shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
6.3.2 The funds, the securities being deposited in the Escrow Accounts, and all of the Company's rights in the Escrow Accounts shall be pledged in favor of the Trustee for the holders of the Series B Bonds under a sole fixed, first-ranking lien, and, concurrent with the transfer of the Deposits to the Escrow Accounts, the Company shall issue the following documents to the Trustee:
6.3.2.1 original lien registration certificates from the Registrar of Companies on the funds, the securities being deposited in the Escrow Accounts and all rights of the Company in the Escrow Accounts in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of the registration of the lien, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the liens, which specifies the liens registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid liens. It is clarified that the lien registration certificates as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
6.3.2.2 confirmation from the banks at which the Escrow Accounts were opened acknowledging that the funds, the securities being deposited in the Escrow Accounts and all of the Company's rights in the Escrow Accounts are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Accounts.
6.3.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposits is to guarantee the repayment of the Principal of the Series B Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
6.3.4 The Trustee shall operate the Deposits as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 3.4 of this Amendment and Addendum to the Trust Deed, the Trustee shall sign an order to transfer the Deposits to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of management of the accounts, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposits to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with this Trust Deed at that time. The Company shall notify the Trustee three business days in advance of the expected transfer date of the funds.
6.3.4.a Prior to the Closing of the Partner Share Acquisition Transaction, the Company shall open a designated bank account, which shall be pledged in favor of the Trustee (for the holders of the Series B Bonds) and which shall be used, in the event that the Trustee shall issue an appropriate instruction in accordance with and subject to that stated hereunder in clause 7.3, to receive dividends and/or any other distribution, to the extent distributed by Partner in respect of the Shares Being Pledged (as this term is defined in clause 3.4.1 of the Amendment and Addendum to the Trust Deed of October 2009). The Company shall forward the documents to the Trustee that are specified above in clause 6.3.2 relating to pledge of the said bank account (MUTATIS MUTANDIS) within two Business Days of the Closing Date of the Partner Share Acquisition Transaction.

6.3.5 FORCED EARLY REDEMPTION OF ALL OF THE BONDS

If the Company shall not publish an Immediate Report regarding the Closing of the Partner Share Acquisition Transaction by the Deadline, the Company shall effect a full forced early redemption of all of the Series B Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

6.3.5.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the holders of the Series B Bonds, with a copy to the Trustee, with the determinant date for the execution thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the execution of the Early Redemption. In other words, the Company shall publish an Immediate Report, which includes a notice that the Early Redemption will be executed, and which specifies the execution date of the Early Redemption, a date which shall occur no earlier than 30 days and no later than 45 days after the publication date of the said Immediate Report. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest in respect of the Series B Bonds and the actual payment date of the interest. The Company shall also report the interest that accrued up until the date of the Early Redemption in the Immediate Report.

6.3.5.2 On the date of the Early Redemption, the Company shall pay the sum of the principal of the Series B Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Series B Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").

6.3.6 VOLUNTARY REDEMPTION

In the event that the Company shall close the Partner Share Acquisition Transaction by the Deadline, without a rating for the Series B Bonds having been received by that date, the holders of the Series B Bonds shall be entitled to an Early Redemption of the Series B Bonds that they are holding (hereinafter: "VOLUNTARY REDEMPTION"), according to the following mechanism:

6.3.6.1 VOLUNTARY REDEMPTION NOTICE

On April 1, 2010, the Company shall publish an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel regarding the entitlement of holders of the Series B Bonds to voluntarily redeem the Bonds on May 2, 2010.

6.3.6.2 It shall be possible to deliver an Early Redemption Notice as of the date that the Company shall deliver a notice as stated regarding the date for notifying of an Early Redemption, subject to that stated hereunder. A Voluntary Redemption Notice of a holder of Bonds that are registered under its name in the register of bondholders of Series B, must be delivered to the Company within the period from the publication date of the Immediate Report as stated above in clause 6.3.6.1 and April 18, 2010, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.

6.3.6.3 A Voluntary Redemption Notice of a holder of Bonds through TASE members must be delivered to the TASE member, through whom the bondholder is holding the Series B Bonds that it wishes to redeem, by April 18, 2010.
6.3.6.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices:
1. Written notice from the TASE member must be received at the TASE Clearing House by six trading days prior to the Voluntary Redemption date, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the Voluntary Redemption is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.

No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (1), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
No later than the second trading day after the day on which the Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause (2), the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.

A Voluntary Redemption Notice submitted to the Company or to the TASE members may not be cancelled or changed.

6.3.7 The sum of the Voluntary Redemption shall be paid to the holders of the Bonds by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.3.6.4(3). In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption as stated.
6.3.8 If all of the preconditions stated above in clause 6.3.4 shall be fulfilled regarding the release of all of the funds from the Escrow Accounts in respect of the Series B Bonds, and in the event of a Voluntary Redemption, in which only a portion of the Series B Bonds has been redeemed, and a balance remains in the Escrow Account, the holders of the Series B Bonds are hereby instructing the Trustee, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposits to the Company, and for this purpose, to sign all documents required for the removal of the liens on the Escrow Accounts and for the transfer of the funds of the Deposits to the Company. Shortly after the transfer of the funds as stated, the Trustee shall take action to close the Escrow Accounts.
6.3.9 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the holders of the Series B Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the holders of the Series B Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the holders of the Series B Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the holders of the Series B Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed."
2.2 THE FOLLOWING PARAGRAPH SHALL BE ADDED UNDER CLAUSE 4 OF THE FIRST TRUST DEED:

"The Company also undertakes that it shall distribute dividends, as long as Series B Bonds are in circulation, solely out the profits suitable for distribution that accrued during the four (4) quarters that preceded the dividend distribution date.

2.3 Under subclause 7.1.1 of the First Trust Deed the words "forty-five (45) days" and be replaced by "thirty (30) days."
2.4 In subclauses 7.1.2, 7.1.3 and 7.1.4 of the First Trust Deed, every reference to "ninety (90) Business Days" shall be replaced by "forty-five (45) Business Days."
2.5 In subclause 7.1.5 of the First Trust Deed, after the words "or shall notify of its intention to stop paying its debts" shall be added "or should there be a substantive concern that the Company shall cease to pay its debts."
2.6 In clause number 7 of the First Trust Deed (Immediate Payment), the following change and addition shall be made in relation to the causes for calling solely the Series B Bonds for immediate payment:

Causes for calling the Series B Bonds for immediate payment shall be added, as follows:

"7.1.8 if the Series B Bonds shall cease to be rated by a rating company, to the extent that they are rated. To dispel any doubt, it is clarified that if the Series B Bonds shall be rated by a number of rating companies, for the purposes of this clause, "cease to be rated" means cessation of rating by all of the rating companies. The Company undertakes that, to the extent that the matter is under its control, it shall take action so that the Series B Bonds shall at all times be under monitoring watch by a rating company until the end of the period of the Series B Bonds.
7.1.9. if the Company's holding ratio of Partner shall fall below 26% of Partner's issued and paid-up share capital.
7.1.10 if the Company shall not publish financial statements by the end of 45 days after the date prescribed for doing so in the Securities Act and in the regulations pursuant thereto.
7.1.11 if the Company shall cease to be a reporting corporation.
7.1.12 if the Company shall effect material real investments; i.e., long-term investments (other than financial investments) in assets and corporations other than in the communications sector before 24 months have elapsed since the issue date of the Series B Bonds. For the purposes of this clause "material' means more than 20% of the Company's total balance sheet according to the Company's consolidated financial statements for the quarter preceding the quarter in which the investment was effected."
2.7 Clause 7.2.7 of the First Trust Deed shall be deleted in its entirety.
2.8 A new clause 7.3 shall be added to the First Trust Deed, the wording of which is as follows:
"7.3 Upon the occurrence of any of the events specified above in clause 7.1, the Trustee shall be allowed to instruct Partner in writing not to transfer dividends or any other distribution directly to the Company, to the extent that any distribution shall be distributed by Partner, in respect of the Pledged Shares (as this term is defined in clause 3.4.1 of the Amendment and Addendum to the Trust Deed of October 2009), and the Company shall be entitled to them as a registered shareholder, but only to transfer them to a bank account under the Company's name that is pledged in favor of the Series B Bondholders. The Trustee shall send the aforesaid instruction in writing to Partner, to Partner's corporate secretary, with a copy to Partner's C.F.O. and to the Company."
2.9 At the end of clause 19.2 of the First Trust Deed, the following sentence shall be added: "Notwithstanding that stated above, since the Series B Bonds are secured, the Trustee's fee in respect of each year of trusteeship shall be a total of NIS 23,000."
2.10 The following sentence shall be added to clause 19.4 of the First Trust Deed: "It is hereby clarified that examination of the Company's meeting of its liabilities in relation to the distribution of a dividend, as stated above in clause 4, and in relation to transactions constituting a cause for immediate payment, as stated above in clause 7.1.12, shall be deemed special assignments."
2.11 CLAUSE 20.1 OF THE FIRST TRUST DEED SHALL BE REPLACED BY AN AMENDED CLAUSE 20.1 AS FOLLOWS:
"20.1 The Trustee shall be allowed to deposit all of the deeds and documents that testify, represent and/or determine its right in relation to any asset held at that time in its possession, in a safe and/or in any other place to be chosen by it, in any of the five major banks in Israel."
2.12 SUBCLAUSES SHALL BE ADDED TO CLAUSE 20 OF THE FIRST TRUST DEED, AS FOLLOWS:
"20.7 Within the scope of its trusteeship, the Trustee may rely on any written document, including a letter of instructions, notification, application, consent or confirmation, which is perceived to have been signed or issued by any person or body that the Trustee believes in good faith to have been signed or issued by it.
20.8 The Company and the holders of the Series B Bonds hereby release the Trustee in a final and absolute release from any liability for any damage and/or loss and/or expense that might be caused to them and/or that they might be required to bear due to any act and/or omission of the Trustee, including as a result of an error in judgment, a fault that occurred during a transfer of funds or a failure to transfer funds to the Nominee Company in their entirety and on time according to the Company's instructions, all according to the provisions of this Deed and/or according to any other instructions that shall be duly received by the Trustee from them, and by virtue of the powers granted to the Trustee pursuant thereto.
20.9 Any release from liability being issued to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the release is being given, being performed with BONA FIDES and provided that it has not been committed with negligence and in a breach of a fiduciary duty or with MALA FIDES."

2.13 CLAUSE 21 OF THE FIRST TRUST DEED SHALL BE REPLACED BY AN AMENDED CLAUSE 21 AS FOLLOWS:

2.14 THE FOLLOWING AMENDMENTS SHALL BE MADE IN CLAUSE 22 OF THE FIRST TRUST DEED:
a) The first paragraph of subclause 22.1 shall be replaced with a new subclause as follows:

b) Under clause 22.3, after the words "indemnification concerning undertakings that they assumed," the following words shall be added: "damage and/or loss that they bore within the framework of the trusteeship or in relation thereto."
c) Subclause 22.6 shall be added, as follows:
"Any indemnity that shall be given to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the indemnity is being given, being performed with BONA FIDES and provided that it has not been committed with negligence and in a breach of a fiduciary duty or with MALA FIDES."
2.15 Under subclause 24.1.1 of the First Trust Deed, the words "materially" shall be deleted.
2.16 A new clause 26.4 shall be added to the First Trust Deed, the wording of which shall be as follows:
"26.4 Notwithstanding that stated above, in the event of a replacement of a trustee, the identity of the new trustee is subject to the prior written approval of the Minister of Communications."
2.17 SUBCLAUSES SHALL BE ADDED TO CLAUSE 28 OF THE FIRST TRUST DEED (REPORTING TO THE TRUSTEE), AS SPECIFIED HEREUNDER:
"28.6 The Company shall notify the Trustee about any change in the rating of the Series B Bonds by a rating company no later than two (2) Business Days after having received written notice at its registered office from the rating company about the rating change as stated. For the purpose of this clause 28.6, a notice from the rating company, as shall be published in an immediate report in "Magna," shall constitute notice to the Trustee and to the holders of the Series B Bonds pursuant to the conditions of this clause, and the Company shall be released from issuing a written notice to the Trustee as stated.
28.7 On December 31 of each year, and for as long as this Deed is in effect: a confirmation signed by the senior officeholder for financial affairs in the Company regarding the execution of payments of interest and/or payment on account of the principal, in relation to the Series B Bonds, when the payment due date thereof occurred prior to the date of the confirmation, and the payment date, as well as the balance of the par value of the Series B Bonds that are still in circulation on the determinant date for the payment.
28.8 A copy of any document that the Company forwards to its shareholders or to the Bondholders, and particulars of any information that the Company forwards to them in any other fashion, and any additional information, at the reasonable request of the Trustee.
28.9 Any explanation, document, calculation or information pertaining to the Company, its businesses and/or assets, within a reasonable length of time, to the Trustee and/or to those people that it shall so instruct, which shall be reasonably required, at the Trustee's discretion, for the sake of examinations being conducted by the Trustee for the purpose of protecting the Bondholders.
28.10 Immediate notice, upon the Company becoming informed of any instance whereby an attachment is imposed on its assets, in whole or in part, as well as in any instance whereby a receiver shall be appointed for its assets, in whole or in part, as well as to immediately institute all reasonable measures, at its expense, that are necessary in order to remove such attachment or receiver.
28.11 Notification, within 7 Business Days of the publication of the Company's quarterly financial statements during the 24 months subsequent to the issuance of the Series B Bonds, of the fact that no material real investments were executed, as stated above in clause 7.1.12.
28.12 Two Business Days after the publication date of an Immediate Report containing a declaration of the distribution of a dividend, the Company shall deliver an accountant's confirmation to the Trustee that the said distribution of the dividend complies with the Company's undertakings as stated above in clause 4."
1. IN ADDITION TO THAT STATED ABOVE, THE SERIES B BONDS, INCLUDING THE CONDITIONS IN THE OVERLEAF, SHALL INCLUDE THE FOLLOWING CONCRETE DETAILS:
3.1 The principal of the Series B Bonds shall be paid in six biannual payments, on June 30 and on December 31 of each of the years 2011 through 2013 (inclusively). The first payment shall be rendered on June 30, 2011.
3.2 The registered Series B Bonds of NIS 1 par value each, bear variable annual interest at the rate to be determined according to a fixed annual margin rate to be determined in the tender, which shall not exceed 3% per annum (hereinafter: "THE MARGIN") above the annual interest rate borne by a "Government Bond 817" (except for the first interest payment, at the fixed annual base interest rate of 1.9% plus the fixed annual margin rate to be determined as stated in the tender).

The interest on the Series B Bonds shall be paid in quarterly payments on the outstanding balance of the principal, on March 31, June 30, September 30 and December 31 of each of the years 2009 - 2013, in respect of the three-month period ending on the last day before each interest payment date. The first interest payment of the Series B Bonds shall be paid on December 31, 2009 for the period beginning the day after the tender pursuant to the Shelf Offering Report and ending on December 30, 2009. In any event, the interest shall be calculated on the basis on 365 days per year, according to the number of days in the said period. The subsequent interest payments shall be calculated according to the annual interest rate divided by the number of interest payments per year. The last interest payment shall be paid on December 31, 2013.

3.3 If, by March 31, 2010, the Series B Bonds shall be rated for the first time at a rating that is lower than (A-) or A3 (hereinafter: "THE DECLINE"), then the annual interest rate that the Series B Bonds shall bear shall increase at the rate of 0.3% in respect of each rating step that is lower than an (A-) or A3 rating (hereinafter: "THE AMENDED INTEREST RATE"), this, as of the issue date of the Bonds. For example: if the rating of the Series B Bonds shall be BBB+, then the annual interest rate that Series B Bonds shall bear shall increase at the rate of 0.3%. If the rating shall be lower by an additional step, then the interest rate shall increase at the rate of 0.6%, and so forth. The Company shall transfer an updated payment schedule to the Trustee with the change in the interest rate in the event of a Decline.

The Company shall publish an Immediate Report regarding the initial rating assigned to the Bonds, and if the rating shall be lower than (A-) or A3, then the Amended Interest Rate that shall be paid to the holders of the Series B Bonds shall also be specified in the Immediate Report. If the announcement of the change in the rating of the Series B Bonds shall be published less than four (4) Trading Days prior to the determinant date for the interest payment (hereinafter: "THE NEXT INTEREST PAYMENT"), the payment of the additional interest resulting from the Decline shall be postponed, and shall be paid on the date of the subsequent interest payment (hereinafter: "THE SUBSEQUENT INTEREST PAYMENT"). As of the payment of the first interest after the Subsequent Interest Payment, and thereafter, the interest rate shall return to the Amended Interest Rate.

It is clarified that the Subsequent Interest Payment shall be paid to the registered holder of the Bonds on the determinant date that is prior to the Subsequent Interest Payment.

3.4 To secure the payment of the principal and the interest that the Company is required to pay to the holders of the Series B Bonds, and to secure the complete fulfillment of all of its other undertakings pursuant to the conditions of the Series B Bonds, the Company shall create a sole, fixed, first-ranking lien in favor of the Trustee, immediately after the release of the funds as stated above in clause 6.3.4, which shall be registered with the Registrar of Companies within two Business Days after the said date, on the following pledged assets:
3.4.1 Ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. ("PARTNER"), which are owned by the Company, with the market value thereof on the date of the financial clearance of the proceeds of the issue of the Series B Bonds ("THE BOND ISSUE DATE") being equivalent to 100% of the par value of the Series B Bonds, including a lien on all of the rights attached to these shares, and including the right to a dividend in cash and/or in kind and any other distribution in respect of these shares, as well as rights to be issued by Partner in respect of and/or in relation to these shares, bonus shares, a preemptive right or rights to receive other securities in respect thereof of any class whatsoever (hereinafter: "THE PLEDGED SHARES"). When creating the lien on the Pledged Shares in favor of the Trustee, the Pledged Shares shall remain registered in Partner's register of shareholders under the name of the Company and under its ownership. When creating the lien, the Company shall sign a blank share transfer deed for the transfer of the Pledged Shares to a third party (hereinafter: "THE SHARE TRANSFER DEED"), and the Share Transfer Deed, along with the share certificates to be issued in respect of the Pledged Shares under the Company's name, shall be deposited with the Trustee, who shall hold these documents in trust for the Company and for the Holders of the Series B Bonds,

On the date that the share certificates in respect of the Pledged Shares are issued to the Trustee, the Company shall issue a confirmation to the Trustee, specifying that the market value of the deposited Pledged Shares on the financial clearing date of the proceeds of the issue of the Series B Bonds is equivalent to 100% of the par value of the Series B Bonds. It is hereby clarified that if expansions of the Series B Bonds shall be executed, the calculation shall be performed in relation to each of the actual financial clearing dates of the Series B Bonds, and the par value of the Bonds issued at that time.

(a) Until the occurrence of an event vesting the Trustee and/or the Holders of the Series B Bonds with the right to call for the immediate payment of the Series B Bonds, pursuant to the conditions prescribed in the Trust Deed, the Company shall enjoy all of the rights, funds and assets due in respect of and/or in relation to the Pledged Shares, and, inter alia, accordingly: (1) the Company shall be entitled to directly receive all dividends and all other distributions that might be distributed in respect of and/or in relation to the Pledged Shares; (2) the Company shall be allowed to participate and vote in respect of the Pledged Shares at all of Partner's assemblies of shareholders (general and extraordinary) as the owner of the Pledged Shares for all intents and purposes; and (3) the Company shall be allowed to pass any resolution, at its sole discretion, regarding the exercise or non-exercise of rights that Partner shall issue in respect of the Pledged Shares and/or the sale thereof, and the shares that shall be acquired as a result of an exercise of the rights, shall be owned solely by the Company, and any proceeds that shall be received as a result of the sale of the rights shall be transferred to the Company.

(b) When exercising the lien on the Pledged Shares, and subject to the lien exercise proceedings pursuant to the law, and after obtaining the prior written approval of the Minister of Communications, the Trustee shall be allowed, subject and according to the orders of the competent court regulating the lien exercise proceedings, to deliver the aforesaid Share Transfer Deed for signing by the third party that is purchasing the Pledged Shares under the lien exercise proceedings as the transferee, and to return the share certificates to Partner, which shall issue new share certificates in respect of the Pledged Shares under the name of the aforesaid third party. Furthermore, with every partial release of the Pledged Shares as prescribed in the Trust Deed, the aforesaid share certificates and Share Transfer Deed held by the Trustee in respect of the Pledged Shares shall be replaced, at the request of the Company, with new share certificates and a new blank Share Transfer Deed, which the Company shall sign, which reflects the number of Pledged Shares subsequent to the relevant partial release, and the Company shall act without delay to register the amendment to the lien in the records of the Registrar of Companies.

As of the pledge date of the Pledged Shares and until the full and final payment of the principal of the Series B Bonds, and the interest, if Partner shall effect a "distribution," as this term is defined in section 1 of the Companies Act, 5759 - 1999, which shall be effected other than from "profits," as this term is defined in section 302(b) of the said Act (hereinafter: "SPECIAL DISTRIBUTION"), then the Company shall issue additional sureties to the Trustee, within five Business Days of the date of the Special Distribution, by way of a pledge of additional Partner shares, at the quantity equal to the number of Pledged Shares in the quotient that shall be obtained by dividing: (1) the inclusive sum of the Special Distribution (in NIS) in respect of all of the shares in Partner's issued and paid-up share capital (hereinafter: "ALL OF PARTNER'S SHARES") by (2) the market value (in NIS) of All of Partner's Shares on the eve of the distribution.

3.4.2 For the purpose of this clause 3.4, "market value" means the average of the closing prices of Partner's shares during the last five Trading Days on the TASE that preceded the relevant examination date.
3.4.3 With every buy-back of the Series B Bonds by the Company, a portion of the Pledged Shares shall be released, subject to the written instruction of the Company, and according to that stated in that instruction, in such manner that, subsequent to the repayment as stated, a relative portion shall be subtracted from the Pledged Shares according to the par value of the Series B Bonds that were purchased by the Company. The Company shall take action opposite Partner so that Partner shall issue new share certificates representing the updated quantity of the Pledged Shares, in lieu of the share certificate held by the Trustee, and the Company shall take action opposite the Registrar of Companies for the purpose of amending the lien registered in favor of the Trustee. The Trustee shall sign any document required for the purpose of executing that stated above within two Business Days of the date requested, and shall deliver the share certificate to Partner in respect of the Pledged Shares deposited with it in order to receive a share certificate in lieu thereof in respect of the updated quantity as stated.
3.4.4 On the payment date of the last payment in respect of the principal and interest in respect of the Series B Bonds, and subject to their repayment in full, the Trustee shall release the balance of the Pledged Shares to the Company, as they shall be at that time, this within two Business Days, and subject to the receipt of its written instruction.
3.4.5 In the event that the Company shall desire to expand the series of Series B Bonds, then the proceeds of the additional issuance of the Series B Bonds shall be transferred to an escrow account that shall be opened for this purpose, according to the mechanism prescribed in clause 6.3 of the Trust Deed. The Trustee shall transfer the net proceeds of the issuance of the Series B Bonds (after deducting commissions) to the Company, this after the Company shall have issued additional sureties to the Trustee by way of a pledge of additional shares of Partner, the value of which and/or the market value of which, as the case may be, shall cause the market value of the additional sureties to reflect the par value of the Series B Bonds issued within the scope of the expansion of the series of Series B Bonds.
3.4.6 To dispel any doubt, it is hereby clarified that a release and/or addition of sureties shall be effected as stated above, even if the market value of the Pledged Shares shall be less than or higher than 100% of the par value of the Series B Bonds at that time, and the Trustee is not obligated to examine the market value of the Pledged Shares relative to the par value of the Series B Bonds when the time comes to approve the actions specified above.
3.5 The exercise of the lien on the Pledged Shares, including the identity of the receiver or any other functionary that might be appointed by the Court at the request of the Trustee in relation to an exercise of the Pledged Shares, including any transfer of the Pledged Shares, in whole or in part, to any third party, and including a change in the identity of the Trustee pursuant to the Trust Deed, and including an exercise of any other rights deriving from the Pledged Shares, shall be subject to the prior written consent of the Minister of Communications, and to any other approval to the extent required by law.
3.6 Within 14 days of the signing date of this Addendum, the Company shall transfer the sum of NIS 60,000 to the Trustee's account on account of legal and other expenses pertaining to the safeguarding of the rights of the Series B Bondholders, as specified in clauses 19 and 21 of the First Trust Deed. The Trustee shall return the balance to the Company that shall remain in the accounts in respect of the said sum, if any, after the full payment of the principal of the Series B Bonds,
3.7 Attached is the version of the certificate of the Series B Bonds, which includes the aforesaid particulars, which shall be issued pursuant to the Shelf Offering Report.
3.8 Other than the updating of the concrete conditions of the Series B Bonds and the amendments and additions as stated above in clauses 2 and 3, no change occurred whatsoever in the rest of the conditions of the First Trust Deed, and the First Trust Deed and the provisions thereof shall continue to apply between the parties in relation to the Series B Bonds.

By signing this agreement, the Trustee authorizes each of the authorized signatories of the Company to report on its behalf in the Magna network about its engagement in this agreement and its signing of it.

IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO SIGNED:

Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim /s/ --------------------------------------------- ---------------------------- SCAILEX CORPORATION LTD. CLAL FINANCE TRUST 2007 LTD.

ATTORNEY'S CONFIRMATION

/s/ Rona Bergman Naveh ---------------------- RONA BERGMAN NAVEH, ADV.

SCAILEX CORPORATION LTD.

FIRST ADDENDUM CERTIFICATE OF SERIES B BONDS

Issued herewith is a Bond, which is payable in six payments during the years 2011 through 2013 (inclusively), which bears annual, unlinked interest, as specified hereunder:

REGISTERED BONDS.
Certificate number:
Annual interest rate:%.
Par value of this Bond: NIS
The registered holder of this Bond:

THIS CERTIFICATE attests that Scailex Corporation Ltd. ("THE COMPANY") shall pay 16.666% of the par value of this Bond on June 30 and on December 31 of each of the years 2011 through 2013 (inclusively) to whomever shall be the registered "holder" (as this term is defined in the conditions in the overleaf) of the Bond on the determinant date for that payment, all being subject to that specified in the conditions in the overleaf and the Trust Deed dated August 18, 2009 between the Company on the one hand and Clal Finance Trust 2007 Ltd. and/or any party that shall serve from time to time as a trustee of the holders of the Bonds pursuant to the Trust Deed ("THE TRUSTEE" and "THE TRUST DEED," respectively).

This Bond bears interest at the annual interest rate specified above, which shall be paid at the appointed times, all as specified in the conditions in the overleaf.

1. This Bond shall not be linked, all as specified in the conditions in the overleaf.
1. This Bond is being issued as part of Series B of Bonds, the conditions of which are identical to the conditions of this Bond ("THE RELEVANT SERIES"), being subject to the conditions specified in the overleaf and in the Trust Deed. It is hereby clarified that the provisions of the Trust Deed shall constitute an integral part of the provisions of this Bond, and shall be binding upon the Company and upon the holders of the Bonds included in the aforesaid series.
1. The Bonds of the Relevant Series are secured by sureties, all as specified in the Offering Report of the Company dated September 6, 2009, under which Bonds of the Relevant Series were offered for the first time to the public ("THE INITIAL OFFERING REPORT"), and as specified hereunder in clause 8.
1. To the extent not prescribed otherwise in the Initial Offering Report of the Bonds of the Relevant Series, the Company shall be allowed to pledge all of its assets and/or a portion thereof, in any lien and in any manner, in favor of any party that it shall deem fit, without any restriction, and at any ranking, including for the securing of any bonds (or any series of bonds) or other liabilities, and without the need for the consent of the Trustee and/or of the holders of the Bonds of any series. Furthermore, the Company shall be allowed to sell, lease, deliver or transfer by any other means, its property, in whole or in part, in any manner, to the favor of any party that it shall deem fit, without the need for any consent of the Trustee and/or the holders of the Bonds in any series.
1. All of the Bonds of the Relevant Series shall be PARI PASSU, INTER SE, in relation to the Company's liabilities pursuant to the Bonds of this Series, and without any preferential or preferred right of one over the other.

	SIGNED BY THE COMPANY ON
Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim
	SCAILEX CORPORATION LTD.

THE CONDITIONS RECORDED IN THE OVERLEAF

1. GENERAL

In this Series B Bond, the following expressions shall have the following meanings, unless the context dictates otherwise:

"THE COMPANY" and/or "THE ISSUER" Scailex Corporation Ltd.;

"THE TRUST DEED" Trust deed signed between the Company

and the Trustee on August 18, 2009, including the addenda, amendments and supplements thereto, which constitute

an integral part thereof;

"THE PROSPECTUS" or

"THE SHELF PROSPECTUS" Shelf prospectus of the Company dated August 21, 2009, which was published,

inter alia, in respect of the Bonds;

"SHELF OFFERING REPORT"

or "OFFERING REPORT" Shelf offering to be published pursuant to the Shelf Prospectus, in

conformity with the provisions of the Securities Act, 5728 - 1968, in which Bonds of the Relevant Series shall be offered, while prescribing all of the

special particulars for that offering;

"REPORT OF THE INITIAL

OFFERING OF THE RELEVANT

SERIES" An offering report under which Bonds

of the Relevant Series shall be

offered for the first time;

"THE BONDS" or "THE BOND" Series B Bonds;

"THE TRUSTEE" Clal Finance Trust 2007 Ltd. and/or any party that shall serve from time to time as a trustee of the Bondholders pursuant to this Deed;

"PARTNER SHARE ACQUISITION

TRANSACTION" Transaction for the acquisition of shares of Partner Communications Ltd. from Advent Investments Pte Ltd. by the Company pursuant to the agreement dated August 12, 2009;

"THE REGISTER FOR THE

RELEVANT SERIES" Register of the holders of the Bonds of the same series, as stated in clause 25 of the Trust Deed;

"HOLDERS OF THE BONDS" and/or "THE BONDHOLDERS" and/or "THE HOLDERS" Any party holding the Bonds;

"THE BOND CERTIFICATE" Bond certificate of the Relevant

Series, the version of which appears in the First Addendum to the Trust

Deed;

"THE LAW" or "THE SECURITIES ACT" The Securities Act, 5728 - 1968, and the regulations instituted pursuant

thereto from time to time;

"THE COMPANIES ACT" The Companies Act, 5759 - 1999;

"PRINCIPAL" The outstanding par value of the Bonds

of the Relevant Series;

"TRADING DAY" Any day on which transactions are carried out on the Tel-Aviv Stock

Exchange Ltd.;

"BUSINESS DAY" or

"BANKING BUSINESS DAY" Any day that the banks in Israel are

open for business;

Relevant Series;

"THE TASE" The Tel-Aviv Stock Exchange Ltd.;

"THE NOMINEE COMPANY" The Nominee Company of Israel Discount

Bank Ltd.;

"THE TASE CLEARING HOUSE" The clearing house of the Tel-Aviv

Stock Exchange Ltd.

1. This Bond is one of a Series of registered Series B Bonds at the inclusive nominal sum of up to NIS 4,000,000,000 for each relevant series. The Bonds in This Series shall be issued PARI PASSU, INTER SE, without any preferential or preferred right of one over the other.
1. This Bond is payable (Principal) in a number of payments, which shall be paid on each of the dates as shall be specified in the Initial Offering Report, under which the Bond shall be offered, but on not more than one date per quarter. The type of interest on the Principal of the Series B Bonds to be issued shall be specified in the Offering Report under which the Bond shall be offered for the first time. The margin above or below the base interest rate to be borne on the Principal of the Bond shall be determined during a tender, pursuant whereto its initial offering shall be conducted. The interest on the Bond Principal shall be paid annually in two biannual payments, all as shall be specified in the Offering Report under which the Bond shall be offered for the first time. The dates and number of payments of the Principal, the absence of linkage, the type of interest, the interest rate or method for determining it, and the interest payment dates of the Bond, as shall be specified in the Offering Report under which the Bond shall be offered for the first time, shall be determined by the Company prior to the initial offering of the Bond.
1. PAYMENT DATE OF THE BOND PRINCIPAL

The principal of the Series B Bonds, which is not linked to the consumer price index or to any other index or currency, shall be paid in six biannual payments on June 30 and on December 31 of each of the years 2011 through 2013 (inclusively). The first payment of the Principal shall be paid on June 30, 2011.

The determinant date for the purpose of payment of Principal to the Holders of the Series B Bonds shall be at the end of June 18 and December 19 of each year, as the case may be, just prior to the payment date of the Principal.

The Company undertakes that, in the event that the transaction for the acquisition of shares of Partner shall not be closed by March 31, 2010, it shall call the Bonds for a forced early redemption and the provisions in clause 6 hereunder shall apply.

1. The total immediate net consideration (i.e., net of commissions) that the Company shall receive in respect of the issuance of the Series B Bonds shall be deposited in escrow accounts, which shall be opened in one or more of the five major banks in Israel and shall not be transferred to the Company for its use until the conditions for the Closing of the Partner Share Acquisition Transaction as stated have been fulfilled, according to the following mechanism:
6.1 The Trustee shall open a bank accounts under its name at one or more of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), to one of which the issue coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series B Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNTS" and "THE DEPOSITS," respectively). The Trustee shall have sole signatory rights in the Escrow Accounts in relation to any operation in these accounts, including with respect to the withdrawal of monies from these accounts. The Trustee shall be allowed, but not obligated, to transfer, at the request of the Company, the monies and securities deposited in an Escrow Account at one bank to an Escrow Account at another bank as stated. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Accounts for Series B is the sole responsibility of the Company, and the Trustee for Series B shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
6.2 The funds, the securities being deposited in the Escrow Accounts, and all of the Company's rights in the Escrow Accounts shall be pledged in favor of the Trustee for the Holders of the Series B Bonds under a sole, fixed, first-ranking lien, and, concurrent with the transfer of the Deposits to the Escrow Accounts, the Company shall issue the following documents to the Trustee:
6.2.1 original lien registration certificates from the Registrar of Companies on the funds, the securities being deposited in the Escrow Accounts and all rights of the Company in the Escrow Accounts in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of registration of the liens, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the liens, which specifies the liens that were registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid liens. It is clarified that the lien registration certificates as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
6.2.2 Confirmation from the banks at which the Escrow Accounts were opened acknowledging that the funds, the securities being deposited in the Escrow Accounts and all of the Company's rights in the Escrow Accounts are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Accounts.
6.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposits is to guarantee the repayment of the Principal of the Series B Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
6.4 The Trustee shall operate the Deposits as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 10, the Trustee shall sign the order to transfer the Deposits to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of management of the accounts, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposits to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with the Trust Deed at that time. The Company shall notify the Trustee three Business Days in advance of the expected transfer date of the funds.
6.4.a Prior to the Closing of the Partner Share Acquisition Transaction, the Company shall open a designated bank account that shall be pledged in favor of the Trustee (for the Holders of the Series B Bonds), which shall be used, in the event that the Trustee shall issue an appropriate instruction in accordance with and subject to that stated in clause 7.3 of the Trust Deed, to receive dividends and/or any other distribution, to the extent that any shall be distributed by Partner in respect of the Pledged Shares. The Company shall forward the documents specified above in clause 6.2 relating to the pledge of the said bank account (MUTATIS MUTANDIS) to the Trustee within 2 Business Days of the Closing Date of the Partner Share Acquisition Transaction,
6.5 FORCED EARLY REDEMPTION OF ALL OF THE BONDS

The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be closed by the Deadline, i.e., by March 31, 2010, it shall call the Series B Bonds for forced early redemption, and the following provisions shall apply.

If the Company shall not publish an Immediate Report regarding the Closing of the Partner Share Acquisition Transaction by the Deadline, the Company shall effect a full forced early redemption of all of the Series B Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

6.5.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the Holders of the Series B Bonds, with a copy to the Trustee, with the determinant date for the execution thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the execution of the Early Redemption. In other words, the Company shall publish an Immediate Report, which includes a notice that the Early Redemption will be executed, and which specifies the execution date of the Early Redemption, a date which shall occur no earlier than 30 days and no later than 45 days after the publication date of the said Immediate Report. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest and the actual payment date of the interest. The Company shall also report the interest that has accrued up until the date of the Early Redemption in the Immediate Report.
6.5.2 On the date of the Early Redemption, the Company shall pay the sum of the Principal of the Series B Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Series B Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").

6.6 VOLUNTARY REDEMPTION

In the event that the Company shall Close the Partner Share Acquisition Transaction by the Deadline, without a rating for the Series B Bonds having been received by that date, the Holders of the Series B Bonds shall be entitled to an Early Redemption of the Series B Bonds that they are holding (hereinafter: "VOLUNTARY REDEMPTION"), according to the following mechanism:

6.6.1 VOLUNTARY REDEMPTION NOTICE

On April 1, 2010, the Company shall publish an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel regarding the entitlement of Holders of the Series B Bonds to voluntarily redeem the Bonds on May 2, 2010.

6.6.2 It shall be possible to deliver an Early Redemption Notice as of the date that the Company shall deliver a notice as stated regarding the date for notifying of an Early Redemption, subject to that stated hereunder. A Voluntary Redemption Notice of a holder of Bonds that are registered under its name in the Register of Bondholders of Series B, must be delivered to the Company within the period from the publication date of the Immediate Report as stated above in clause 6.6.1 and April 18, 2010, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.
6.6.3 A Voluntary Redemption Notice of a Holder of Bonds through TASE members must be delivered to the TASE member through whom the Bondholder is holding the Series B Bonds that it wishes to redeem by April 18, 2010.
6.6.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices:
6.6.4.1 Written notice from the TASE member must be received at the TASE Clearing House by six Trading Days prior to the Voluntary Redemption date, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the Voluntary Redemption is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.
6.6.4.2 An application for a Voluntary Redemption, which relates to a quantity of Bonds that exceeds the quantity registered to the credit of the TASE member in the secondary account to which the application relates, shall not be effected at all and shall be returned to the sending TASE member, specifying the reason for the return.
6.6.4.3 No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (1), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
6.6.4.4 No later than the second Trading Day after the day on which the Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause (3), the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.

A Voluntary Redemption Notice submitted to the Company or to the TASE members may not be cancelled or changed.

6.6.5 The sum of the Voluntary Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions to be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.6.4.4. In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption as stated.
6.7 If all of the preconditions stated above in clause 6.4 shall be fulfilled regarding the release of all of the funds from the Escrow Account in respect of the Series B Bonds, and in the event of a Voluntary Redemption, in which only a portion of the Series B Bonds has been redeemed, and a balance remains in the Escrow Account, the Holders of the Series B Bonds are hereby instructing the Trustee of Series B, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposits that shall be in the Escrow Account to the Company, and for this purpose, to sign all documents required for the removal of the liens on the Escrow Accounts and for the transfer of the funds of the Deposits to the Company. Shortly after the transfer of the funds as stated, the Trustee shall take action to close the Escrow Accounts.
6.8 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the Holders of the Series B Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the Holders of the Series B Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the Holders of the Series B Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the Holders of the Series B Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed.
1. ABSENCE OF LINKAGE BASES ON THE BOND PRINCIPAL AND INTEREST

The Principal and Interest on the Series B Bonds are not linked to the consumer price index or to any other index or currency.

8. THE INTEREST ON THE SERIES B BONDS

8.1 The registered Series B Bonds of NIS 1 par value each, bear variable annual interest at the rate to be determined according to a fixed annual margin rate to be determined in the tender (which shall not exceed 3% per annum) (hereinafter: "THE MARGIN") above the annual interest rate borne by a "Government Bond 817" (except for the first interest payment, at the fixed annual base interest rate of 1.9% plus the fixed annual margin rate to be determined as stated in the tender).
8.2 The interest on the Series B Bonds shall be paid in quarterly payments on the outstanding balance of the principal, on March 31, June 30, September 30 and December 31 of each of the years 2009 - 2013 (inclusively), in respect of the three-month period ending on the last day before each interest payment date. The first interest payment of the Series B Bonds shall be paid on December 31, 2009 for the period beginning the day after the tender pursuant to the Shelf Offering Report and ending on December 30, 2009, calculated on the basis on 365 days per year, according to the number of days in the said period. The subsequent interest payments shall be calculated according to the annual interest rate divided by the number of interest payments per year. The last interest payment shall be paid on December 31, 2013.

The Company shall publish the interest rate that shall be paid in the first payment in the Immediate Report of the Results of the Issue pursuant to the Shelf Offering Report.

8.3 The Company shall pay interest as stated to whoever shall be registered in the Register as the owner of the Series B Bonds at the end of March 19, June 18, September 18 and December 19 of each year, as the case may be, just prior to the date of the interest payment.
8.4 The base interest (excluding the first interest period) for each of the interest periods (excluding the first interest period) shall be determined according to the annual interest rate being borne, on the first day of the relevant interest period, by a "Government Bond 817," which was issued pursuant to the Government Loan Regulations ("Government Bonds - Variable Interest"), 5766 - 2005, as shall be published by the Government Debt Management Unit in the Accountant-General's division.
8.5 The last payment of interest on the Principal of the Series B Bonds shall be paid, together with the last payment on account of the Principal of the Series B Bonds, this against the delivery of the Series B Bond Certificates to the Company.
8.6 The Company shall announce the precise interest rate (base interest plus margin) to be borne by the Series B Bonds during the relevant interest period, in an Immediate Report, after the variable interest rate borne by a "Government Bond 817" is published by the Government Debt Management Unit at the Accountant-General's division as stated, and, at the very latest, within four trading days of the first day of each interest period of the Series B Bonds. The interest in respect of each interest period, excluding the first interest period, shall be the annual interest (base interest plus margin) divided by the number of interest payments per year.
8.7 It is clarified that, in the event that a change shall occur in the interest borne by a "Government Bond 817" during an interest period of the Series B Bonds, no change shall be effected in the interest on the Series B Bonds during that period from that reported by the Company, as stated above.
8.8 If, by March 31, 2010, the Series B Bonds shall be rated for the first time at a rating that is lower than (A-) or A3 (hereinafter: "THE DECLINE"), then the annual interest rate that the Series B Bonds shall bear shall increase at the rate of 0.3% in respect of each rating step that is lower than an (A-) or A3 rating (hereinafter: "THE AMENDED INTEREST RATE"), this as of the issue date of the Bonds. For example: if the rating of the Series B Bonds shall be BBB+, then the annual interest rate that Series B Bonds shall bear shall increase at the rate of 0.3%. If the rating shall be lower by an additional step, then the interest rate shall increase at the rate of 0.6%, and so forth. The Company shall transfer an updated payment schedule to the Trustee with the change in the interest rate in the event of a Decline.

8.9 The Company shall publish an Immediate Report regarding the initial rating assigned to the Bonds, and if the rating shall be lower than (A-) or A3, then the Amended Interest Rate that shall be paid to the Holders of the Series B Bonds shall also be specified in the Immediate Report. If the announcement of the change in the rating of the Series B Bonds shall be published less than four (4) Trading Days prior to the determinant date for the interest payment (hereinafter: "THE NEXT INTEREST PAYMENT"), the payment of the additional interest resulting from the Decline shall be postponed, and shall be paid on the date of the subsequent interest payment (hereinafter: "THE SUBSEQUENT INTEREST PAYMENT"). As of the payment of the first interest after the payment of the Subsequent Interest Payment, and thereafter, the interest rate shall return to the Amended Interest Rate.

It is clarified that the Subsequent Interest Payment shall be paid to the registered Holder of the Bonds on the determinant date that is prior to the Subsequent Interest Payment.

9. THE PAYMENTS OF PRINCIPAL AND INTEREST OF THE BONDS

9.1 The payments on account of the interest and/or the Principal of the Series B Bonds, shall be paid to the persons whose names shall be registered in the Register of Series B Bondholders on the dates as shall be specified in the Initial Offering Report of the Series B Bonds, in conformity with the provisions of the TASE regulations as they shall be at that time ("THE DETERMINANT DATE"), except for the last payment of the Principal and interest, which shall be rendered against the delivery of the Series B Bond Certificates to the Company at the Company's registered office, or at any other location that the Company shall so instruct, no later than five (5) Business Days prior to the final payment date.

It is hereby clarified that any party that is not registered in the Register of Series B Bondholders on the Determinant Date shall not be entitled to a payment of interest in respect of the interest period that began prior to that date.
9.2 In any instance whereby the payment due date on account of Principal and/or interest shall fall on a day other than a Business Day, the payment date shall be postponed until the first subsequent Business Day, without any additional payment, and "the Determinant Date" for the purpose of determining entitlement to redemption or to interest shall not change as a result.
9.3 Any payment on account of Principal and/or interest, which shall be paid in arrears that exceeds seven (7) Business Days after the payment due date according to the conditions of the Series B Bonds as stated, for reasons depending upon the Company, shall bear arrears interest (as this term is defined hereunder) as of the payment due date until the actual payment date. To the extent that there are a number of arrears in payments as stated, the total number of days in arrears (cumulatively) during the period that the Series B Bonds are in circulation, in respect whereof the Company shall not pay arrears interest, shall not exceed 21 Business Days.
9.4 In this regard, the rate of the arrears interest means the maximum interest rate that shall be in effect at that time at Bank Leumi Le-Israel Ltd. in respect of debit balances in current loan accounts or in current accounts in Israeli currency having no credit framework in effect, whichever is higher, which shall be calculated according to the number of days of the actual delay. In the event of arrears in payment as state above, the Company shall announce the exact interest rate to be paid, which shall include the biannual interest plus the arrears interest as stated, in an Immediate Report two (2) Trading Days prior to the actual payment date.
9.5 The payment to those entitled shall be rendered by way of checks or bank transfer to the credit of the bank account of those persons whose names shall be listed in the Register of Series B Bondholders, and which shall be specified in particulars to be timely delivered in writing to the Company, according to that stated in clause 9.6 hereunder. If the Company shall be unable to pay any sum to those entitled thereto, for a reason not dependent upon the Company, the provisions of clause 12 of the First Trust Deed shall apply.
9.6 A Holder of the Series B Bonds shall notify the Company of the bank account details for crediting payments to that Holder according to the Series B Bonds as stated above, or about any change in the said account details or in its address, as the case may be, by written notice sent by registered mail to the Company. The Company shall be required to act according to the Holder's notice regarding a change as stated, once fifteen (15) Business Days have elapsed since the arrival of the Holder's notice to the Company.
9.7 If a Bondholder entitled to a payment as stated did not deliver details about its bank account in timely fashion to the Company, any payment on account of the Principal and the interest shall be rendered by check, which shall be sent by registered mail to its last address registered in the Register of Series B Bondholders. The mailing of a check to an entitled Bondholder by registered mail as stated shall be deemed, for all intents and purposes, to be payment of the sum quoted therein on the date of its dispatch at the post office, provided that, upon proper presentation for collection, it shall be paid.
9.8 Any compulsory payment, to the extent required by law, shall be deducted from any payment in respect of the Series B Bonds.

10. SURETY

To secure the payment of the Principal and the interest that the Company is required to pay to the Holders of the Series B Bonds, and to secure the complete fulfillment of all of its other undertakings pursuant to the conditions of the Series B Bonds, the Company shall create a sole, fixed, first-ranking lien in favor of the Trustee, immediately after the release of the funds as stated in clause 6.3.4 of the Trust Deed, which shall be registered with the Registrar of Companies within two Business Days after the said date, on the following pledged assets:

10.1 Ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. (hereinafter: "PARTNER"), which are owned by the Company, with the market value thereof on the financial clearing date of the proceeds of the issue of the Series B Bonds ("THE BOND ISSUE DATE") being equivalent to 100% of the par value of the Series B Bonds, including a lien on all of the rights attached to these shares, and including the right to a dividend in cash and/or in kind, and any other distribution in respect of these shares, as well as rights to be issued by Partner in respect of and/or in relation to these shares, bonus shares, a preemptive right or rights to receive other securities in respect thereof of any class whatsoever (hereinafter: "THE PLEDGED SHARES"). When creating the lien on the Pledged Shares in favor of the Trustee, the Pledged Shares shall remain registered in Partner's register of shareholders under the name of the Company and under its ownership. When creating the lien, the Company shall sign a blank share transfer deed for the transfer of the Pledged Shares to a third party (hereinafter: "THE SHARE TRANSFER DEED"), and the Share Transfer Deed, along with the share certificates to be issued in respect of the Pledged Shares under the Company's name, shall be deposited with the Trustee, who shall hold these documents in trust for the Company and for the Holders of the Series B Bonds,.

On the date that the share certificates in respect of the Pledged Shares are issued to the Trustee, the Company shall issue a confirmation to the Trustee, specifying that the market value of the deposited Pledged Shares on the financial clearing date of the proceeds of the issue of the Series B Bonds is equivalent to 100% of the par value of the Series B Bonds. It is hereby clarified that if expansions of the Series B Bonds shall be executed, the calculation shall be performed in relation to each of the actual financial clearing dates of the Series B Bonds, and the par value of the Bonds issued at that time.

(a) Until the occurrence of an event vesting the Trustee and/or the Holders of the Series B Bonds with the right to call for the immediate payment of the Series B Bonds, pursuant to the conditions prescribed in the Trust Deed, the Company shall enjoy all of the rights, funds and assets due in respect of and/or in relation to the Pledged Shares, and, inter alia, accordingly: (1) the Company shall be entitled to directly receive all dividends and all other distributions that might be distributed in respect of and/or in relation to the Pledged Shares; (2) the Company shall be allowed to participate and vote in respect of the Pledged Shares at all of Partner's assemblies of shareholders (general and extraordinary) as the owner of the Pledged Shares for all intents and purposes; and (3) the Company shall be allowed to pass any resolution, at its sole discretion, regarding the exercise or non-exercise of rights that Partner shall issue in respect of the Pledged Shares and/or the sale thereof, and the shares that shall be acquired as a result of an exercise of the rights, shall be owned solely by the Company, and any proceeds that shall be received as a result of the sale of the rights shall be transferred to the Company.
(b) When exercising the lien on the Pledged Shares, and subject to the lien exercise proceedings pursuant to the law, and after obtaining the prior written approval of the Minister of Communications, the Trustee shall be allowed, subject and according to the orders of the competent Court regulating the lien exercise proceedings, to deliver the aforesaid Share Transfer Deed for signing by the third party that is purchasing the Pledged Shares under the lien exercise proceedings as the transferee, and to return the share certificates to Partner, which shall issue new share certificates in respect of the Pledged Shares under the name of the aforesaid third party. Furthermore, with every partial release of the Pledged Shares as prescribed in the Trust Deed, the aforesaid share certificate and Share Transfer Deed held by the Trustee in respect of the Pledged Shares shall be replaced, at the request of the Company, with a new share certificate and a new blank Share Transfer Deed, which the Company shall sign, which reflects the number of Pledged Shares subsequent to the relevant partial release, and the Company shall act without delay to register the amendment to the lien in the records of the Registrar of Companies.

10.2 As of the pledge date of the Pledged Shares and until the full and final payment of the Principal of the Series B Bonds, and the interest, if Partner shall effect a "distribution," as this term is defined in section 1 of the Companies Act, which shall be effected other than from "profits," as this term is defined in section 302(b) of the said Act (hereinafter: "SPECIAL DISTRIBUTION"), then the Company shall issue additional sureties to the Trustee, within five Business Days of the date of the Special Distribution, by way of a lien of additional Partner shares, at the quantity equal to the number of Pledged Shares in the quotient that shall be obtained by dividing: (1) the inclusive sum of the Special Distribution (in NIS) in respect of all of the shares in Partner's issued and paid-up share capital (hereinafter: "ALL OF PARTNER'S SHARES") by (2) the market value (in NIS) of All of Partner's Shares on the eve of the distribution.
10.3 For the purpose of this clause 8, "market value" means the average of the closing prices of Partner's shares during the last five Trading Days on the TASE that preceded the relevant examination date.
10.4 With every buy-back of the Series B Bonds by the Company, a portion of the Pledged Shares shall be released, subject to the written instruction of the Company, and according to that stated in that instruction, in such manner that, subsequent to the repayment as stated, a relative portion shall be subtracted from the Pledged Shares according to the par value of the Series B Bonds that were purchased by the Company. The Company shall take action opposite Partner so that Partner shall issue new share certificates representing the updated quantity of the Pledged Shares, in lieu of the share certificate held by the Trustee, and the Company shall take action opposite the Registrar of Companies for the purpose of amending the lien registered in favor of the Trustee. The Trustee shall sign any document required for the purpose of executing that stated above within two Business Days of the date requested, and shall deliver the share certificate to Partner in respect of the Pledged Shares deposited with it in order to receive a share certificate in lieu thereof in respect of the updated quantity as stated.
10.5 On the payment date of the last payment in respect of the Principal and interest in respect of the Series B Bonds, and subject to their repayment in full, the Trustee shall release the balance of the Pledged Shares to the Company, as they shall be in the Escrow Account at that time, this within two Business Days, and subject to the receipt of its written instruction.
10.6 In the event that the Company shall desire to expand the series of Series B Bonds, then the proceeds of the additional issuance of the Series B Bonds shall be transferred to an escrow account that shall be opened for this purpose, according to the mechanism prescribed in clause 6.3 of the Trust Deed. The Trustee shall transfer the net proceeds of the issuance of the Series B Bonds (after deducting commissions) to the Company, this after the Company shall have issued additional sureties to the Trustee by way of a pledge of additional shares of Partner, the value of which and/or the market value of which, as the case may be, shall cause the market value of the additional sureties to reflect the par value of the Series B Bonds issued within the scope of the expansion of the series of Series B Bonds.
10.7 To dispel any doubt, it is hereby clarified that a release and/or addition of sureties shall be effected as stated above, even if the market value of the Pledged Shares shall be less than or higher than 100% of the par value of the Series B Bonds at that time, and the Trustee is not obligated to examine the market value of the Pledged Shares relative to the par value of the Series B Bonds when the time comes to approve the actions specified above.

11. GENERAL PROVISIONS

11.1 Sums of the Principal and interest shall be paid to any Bondholder without taking into consideration any equitable rights or any right of offset or counterclaim that exists or that might exist between the Company and the aforesaid Bondholder.
11.2 The Company shall not be obligated to record in the Register of Series B Bondholders any notice regarding a trust, lien and pledge of any kind and type, or any equitable right or any other right relating to the Bondholder's ownership of the Bond.
11.3 Any party becoming entitled to the Bond as a result of bankruptcy or as a result of liquidation proceedings of the Bondholder, shall have the right, as soon as it shall present the evidence that the Company shall require from it, to be registered in the Register of Series B Bondholders as the Holder of the Bond.

12. REGISTER OF THE BONDHOLDERS

Regarding the keeping of a Register of Series B Bondholders, the provisions of clause 25 of the Trust Deed shall apply.

PREVENTION FROM PAYING, FOR A REASON NOT DEPENDENT UPON THE COMPANY

Regarding prevention from paying a Series B Bondholder, for a reason not dependent upon the Company, the provisions of clause 12 of the Trust Deed shall apply.

14. TRANSFER OF THE BONDS

15. BOND CERTIFICATES AND SPLITTING THEREOF

16. EARLY REDEMPTION.

Regarding early redemption of the Bonds, the provisions of clause 6 of the Trust Deed shall apply.

17. WAIVERS, COMPROMISES AND/OR CHANGES IN THE BOND CONDITIONS

In relation to the authority of the Company and/or the Trustee to effect a waiver, compromise and changes in the conditions of the Bonds, the provisions of clause 24 of the Trust Deed shall apply.

18. ASSEMBLIES OF BONDHOLDERS

The general assemblies of the Bondholders of the Relevant Series shall convene and be conducted according to that stated in the Second Addendum to the Trust Deed.

19. RECEIPTS AS PROOF

Without derogating from any other of these conditions, a receipt signed by the Bondholder shall constitute proof of the full clearance of any payment made by the Company in respect of the Bond.

20. REPLACEMENT OF BOND CERTIFICATES

21. APPLICABLE LAW AND JURISDICTION

Filename: exhibit_10.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 10

AMENDMENT AND ADDENDUM TO THE TRUST DEED OF AUGUST 18, 2009

DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 28, 2009

BETWEEN:

SCAILEX CORPORATION LTD. Public company no. 52-003180-8 of 48 Ben-Tsiyon Galis Street, Petach-Tikva 49277 Israel (hereinafter - "THE COMPANY")

OF THE FIRST PART;

AND:

CLAL FINANCE TRUST 2007 LTD. Private company no. 51-404642-4 of 37 Menachem Begin Road, Tel-Aviv, Israel (hereinafter - "THE TRUSTEE")

OF THE SECOND PART;

AND WHEREAS pursuant to the provisions of clause 3.6 of the Second Trust Deed, and clause 10 of the Conditions Prescribed in the Overleaf to the Second Trust Deed, the Company undertook to create a fixed, first-ranking lien on ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. (hereinafter: "PARTNER"), the market value of which on the financial clearing date of the proceeds of the issue of the Series C Bonds was equivalent to 100% of the par value of the Series C Bonds;

AND WHEREAS the Company desires to draw up additional amendments in the Second Trust Deed in order to elucidate that stated therein and/or to benefit the holders of the Series C Bonds;

AND WHEREAS the parties agreed that this Amendment and Addendum to the First Trust Deed shall replace the Second Trust Deed, including the Previous Addendum, and the parties agreed that this Amendment and Addendum shall include all of the addenda to the First Trust Deed, which are required in order to supplement the particulars of the Series C Bonds with the concrete conditions of the Series C Bonds, as expressed in the shelf offering report published by the Company on September 6, 2009 (hereinafter: "THE SHELF OFFERING REPORT"), and as specified hereunder, and to prescribe addenda and amendments that shall apply to the First Trust Deed solely in relation to the Series C Bonds, as specified hereunder in this deed;

WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

1. GENERAL

1.1 The provisions of the First Trust Deed, which is attached as APPENDIX A to this Amendment and Addendum, constitute an integral part of this Amendment and Addendum, and they shall apply to the relations between the parties and in relation to the Series C Bonds. It is hereby clarified that, to the extent that additional series shall be issued pursuant to the Shelf Prospectus, the provisions of this Amendment and Addendum shall not apply to the additional series.

1.2 All of the provisions of the First Trust Deed shall remain in effect, unless otherwise expressly stated in this Deed.
1.3 In the event of a contradiction between the provisions of this Amendment and Addendum and the provisions of the First Trust Deed, the provisions of this Amendment and Addendum shall prevail.
1. THE FOLLOWING AMENDMENTS SHALL APPLY TO THE FIRST TRUST DEED, SOLELY IN RELATION TO THE SERIES C BONDS:
2.1 A NEW CLAUSE 6.3 SHALL BE ADDED, AS FOLLOWS:

The entire immediate net proceeds (i.e., net of commissions) that the Company shall receive in respect of the issue of the Series C Bonds shall be deposited in an escrow account that shall be opened in one of the five major banks in Israel, and shall not be transferred to the Company for its use until the conditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction, as stated, in accordance with the following mechanism:

6.3.1 The Trustee shall open bank accounts under its name at one or more of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), into one of which the issue coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series C Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNTS" and "THE DEPOSITS," respectively). The Trustee shall have sole signatory rights in the Escrow Accounts in relation to any operation in these accounts, including with respect to the withdrawal of monies from these accounts. The Trustee shall be allowed, but not obligated, to transfer, at the request of the Company, the monies and securities deposited in an Escrow Account at one bank to an Escrow Account at another bank as stated. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Accounts for Series C is the sole responsibility of the Company, and the Trustee for Series C shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
6.3.2 The funds, the securities being deposited in the Escrow Accounts, and all of the Company's rights in the Escrow Accounts shall be pledged in favor of the Trustee for the holders of the Series C Bonds under a sole fixed, first-ranking lien, and, concurrent with the transfer of the Deposits to the Escrow Accounts, the Company shall issue the following documents to the Trustee:
6.3.2.1 original lien registration certificates from the Registrar of Companies on the funds, the securities being deposited in the Escrow Accounts and all rights of the Company in the Escrow Accounts in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of the registration of the lien, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the liens, which specifies the liens registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid liens. It is clarified that the lien registration certificates as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
6.3.2.2 confirmation from the banks at which the Escrow Accounts were opened acknowledging that the funds, the securities being deposited in the Escrow Accounts and all of the Company's rights in the Escrow Accounts are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Accounts.
6.3.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposits is to guarantee the repayment of the Principal of the Series C Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
6.3.4 The Trustee shall operate the Deposits as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 3.4 of this Amendment and Addendum to the Trust Deed, the Trustee shall sign an order to transfer the Deposits to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of management of the accounts, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposits to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with this Trust Deed at that time. The Company shall notify the Trustee three business days in advance of the expected transfer date of the funds.
6.3.4.a Prior to the Closing of the Partner Share Acquisition Transaction, the Company shall open a designated bank account, which shall be pledged in favor of the Trustee (for the holders of the Series A Bonds) and which shall be used, in the event that the Trustee shall issue an appropriate instruction in accordance with and subject to that stated hereunder in clause 7.3, to receive dividends and/or any other distribution, to the extent distributed by Partner in respect of the Shares Being Pledged (as this term is defined in clause 3.4.1 of the Amendment and Addendum to the Trust Deed of October 2009). The Company shall forward the documents to the Trustee that are specified above in clause 6.3.2 relating to pledge of the said bank account (MUTATIS MUTANDIS) within two Business Days of the Closing Date of the Partner Share Acquisition Transaction.

6.3.5 FORCED EARLY REDEMPTION OF ALL OF THE BONDS

If the Company shall not publish an Immediate Report regarding the Closing of the Partner Share Acquisition Transaction by the Deadline, the Company shall effect a full forced early redemption of all of the Series C Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

6.3.5.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the holders of the Series C Bonds, with a copy to the Trustee, with the determinant date for the execution thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the execution of the Early Redemption. In other words, the Company shall publish an Immediate Report, which includes a notice that the Early Redemption will be executed, and which specifies the execution date of the Early Redemption, a date which shall occur no earlier than 30 days and no later than 45 days after the publication date of the said Immediate Report. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest in respect of the Series C Bonds and the actual payment date of the interest. The Company shall also report the interest that accrued up until the date of the Early Redemption in the Immediate Report.

6.3.5.2 On the date of the Early Redemption, the Company shall pay the sum of the principal of the Series C Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Series C Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").

6.3.6 VOLUNTARY REDEMPTION

In the event that the Company shall close the Partner Share Acquisition Transaction by the Deadline, without a rating for the Series C Bonds having been received by that date, the holders of the Series C Bonds shall be entitled to an Early Redemption of the Series C Bonds that they are holding (hereinafter: "VOLUNTARY REDEMPTION"), according to the following mechanism:

6.3.6.1 VOLUNTARY REDEMPTION NOTICE

On April 1, 2010, the Company shall publish an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel regarding the entitlement of holders of the Series C Bonds to voluntarily redeem the Bonds on May 2, 2010.

6.3.6.2 It shall be possible to deliver an Early Redemption Notice as of the date that the Company shall deliver a notice as stated regarding the date for notifying of an Early Redemption, subject to that stated hereunder. A Voluntary Redemption Notice of a holder of Bonds that are registered under its name in the register of bondholders of Series C, must be delivered to the Company within the period from the publication date of the Immediate Report as stated above in clause 6.3.6.1 and April 18, 2010, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.

6.3.6.3 A Voluntary Redemption Notice of a holder of Bonds through TASE members must be delivered to the TASE member, through whom the bondholder is holding the Series C Bonds that it wishes to redeem, by April 18, 2010.
6.3.6.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices:
1. Written notice from the TASE member must be received at the TASE Clearing House by six trading days prior to the Voluntary Redemption date, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the Voluntary Redemption is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.

No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (1), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
No later than the second trading day after the day on which the Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause (2), the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.

A Voluntary Redemption Notice submitted to the Company or to the TASE members may not be cancelled or changed.

6.3.7 The sum of the Voluntary Redemption shall be paid to the holders of the Bonds by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.3.6.4(3). In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption as stated.
6.3.8 If all of the preconditions stated above in clause 6.3.4 shall be fulfilled regarding the release of all of the funds from the Escrow Accounts in respect of the Series C Bonds, and in the event of a Voluntary Redemption, in which only a portion of the Series C Bonds has been redeemed, and a balance remains in the Escrow Account, the holders of the Series C Bonds are hereby instructing the Trustee, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposits to the Company, and for this purpose, to sign all documents required for the removal of the liens on the Escrow Accounts and for the transfer of the funds of the Deposits to the Company. Shortly after the transfer of the funds as stated, the Trustee shall take action to close the Escrow Accounts.
6.3.9 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the holders of the Series C Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the holders of the Series C Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the holders of the Series C Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the holders of the Series C Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed."
2.2 THE FOLLOWING PARAGRAPH SHALL BE ADDED UNDER CLAUSE 4 OF THE FIRST TRUST DEED:

"The Company also undertakes that it shall distribute dividends, as long as Series C Bonds are in circulation, solely out the profits suitable for distribution that accrued during the four (4) quarters that preceded the dividend distribution date.

2.3 Under subclause 7.1.1 of the First Trust Deed the words "forty-five (45) days" and be replaced by "thirty (30) days."
2.4 In subclauses 7.1.2, 7.1.3 and 7.1.4 of the First Trust Deed, every reference to "ninety (90) Business Days" shall be replaced by "forty-five (45) Business Days."
2.5 In subclause 7.1.5 of the First Trust Deed, after the words "or shall notify of its intention to stop paying its debts" shall be added "or should there be a substantive concern that the Company shall cease to pay its debts."
2.6 In clause number 7 of the First Trust Deed (Immediate Payment), the following change and addition shall be made in relation to the causes for calling solely the Series C Bonds for immediate payment:

Causes for calling the Series C Bonds for immediate payment shall be added, as follows:

"7.1.8 if the Series C Bonds shall cease to be rated by a rating company, to the extent that they are rated. To dispel any doubt, it is clarified that if the Series C Bonds shall be rated by a number of rating companies, for the purposes of this clause, "cease to be rated" means cessation of rating by all of the rating companies. The Company undertakes that, to the extent that the matter is under its control, it shall take action so that the Series C Bonds shall at all times be under monitoring watch by a rating company until the end of the period of the Series C Bonds.
7.1.9. if the Company's holding ratio of Partner shall fall below 26% of Partner's issued and paid-up share capital.
7.1.10 if the Company shall not publish financial statements by the end of 45 days after the date prescribed for doing so in the Securities Act and in the regulations pursuant thereto.
7.1.11 if the Company shall cease to be a reporting corporation.
7.1.12 if the Company shall effect material real investments; i.e., long-term investments (other than financial investments) in assets and corporations other than in the communications sector before 24 months have elapsed since the issue date of the Series C Bonds. For the purposes of this clause "material' means more than 20% of the Company's total balance sheet according to the Company's consolidated financial statements for the quarter preceding the quarter in which the investment was effected."
2.7 Clause 7.2.7 of the First Trust Deed shall be deleted in its entirety.
2.8 A new clause 7.3 shall be added to the First Trust Deed, the wording of which is as follows:
"7.3 Upon the occurrence of any of the events specified above in clause 7.1, the Trustee shall be allowed to instruct Partner in writing not to transfer dividends or any other distribution directly to the Company, to the extent that any distribution shall be distributed by Partner, in respect of the Pledged Shares (as this term is defined in clause 3.4.1 of the Amendment and Addendum to the Trust Deed of October 2009), and the Company shall be entitled to them as a registered shareholder, but only to transfer them to a bank account under the Company's name that is pledged in favor of the Series A Bondholders. The Trustee shall send the aforesaid instruction in writing to Partner, to Partner's corporate secretary, with a copy to Partner's C.F.O. and to the Company."
2.9 At the end of clause 19.2 of the First Trust Deed, the following sentence shall be added: "Notwithstanding that stated above, since the Series C Bonds are secured, the Trustee's fee in respect of each year of trusteeship shall be a total of NIS 23,000."
2.10 The following sentence shall be added to clause 19.4 of the First Trust Deed: "It is hereby clarified that examination of the Company's meeting of its liabilities in relation to the distribution of a dividend, as stated above in clause 4, and in relation to transactions constituting a cause for immediate payment, as stated above in clause 7.1.12, shall be deemed special assignments."
2.11 CLAUSE 20.1 OF THE FIRST TRUST DEED SHALL BE REPLACED BY AN AMENDED CLAUSE 20.1 AS FOLLOWS:
"20.1 The Trustee shall be allowed to deposit all of the deeds and documents that testify, represent and/or determine its right in relation to any asset held at that time in its possession, in a safe and/or in any other place to be chosen by it, in any of the five major banks in Israel."
2.12 SUBCLAUSES SHALL BE ADDED TO CLAUSE 20 OF THE FIRST TRUST DEED, AS FOLLOWS:
"20.7 Within the scope of its trusteeship, the Trustee may rely on any written document, including a letter of instructions, notification, application, consent or confirmation, which is perceived to have been signed or issued by any person or body that the Trustee believes in good faith to have been signed or issued by it.
20.8 The Company and the holders of the Series C Bonds hereby release the Trustee in a final and absolute release from any liability for any damage and/or loss and/or expense that might be caused to them and/or that they might be required to bear due to any act and/or omission of the Trustee, including as a result of an error in judgment, a fault that occurred during a transfer of funds or a failure to transfer funds to the Nominee Company in their entirety and on time according to the Company's instructions, all according to the provisions of this Deed and/or according to any other instructions that shall be duly received by the Trustee from them, and by virtue of the powers granted to the Trustee pursuant thereto.
20.9 Any release from liability being issued to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the release is being given, being performed with BONA FIDES and provided that it has not been committed with negligence and in a breach of a fiduciary duty or with MALA FIDES."

2.13 CLAUSE 21 OF THE FIRST TRUST DEED SHALL BE REPLACED BY AN AMENDED CLAUSE 21 AS FOLLOWS:

2.14 THE FOLLOWING AMENDMENTS SHALL BE MADE IN CLAUSE 22 OF THE FIRST TRUST DEED:
a) The first paragraph of subclause 22.1 shall be replaced with a new subclause as follows:

b) Under clause 22.3, after the words "indemnification concerning undertakings that they assumed," the following words shall be added: "damage and/or loss that they bore within the framework of the trusteeship or in relation thereto."
c) Subclause 22.6 shall be added, as follows:
"Any indemnity that shall be given to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the indemnity is being given, being performed with BONA FIDES and provided that it has not been committed with negligence and in a breach of a fiduciary duty or with MALA FIDES."
2.15 Under subclause 24.1.1 of the First Trust Deed, the words "materially" shall be deleted.
2.16 A new clause 26.4 shall be added to the First Trust Deed, the wording of which shall be as follows:
"26.4 Notwithstanding that stated above, in the event of a replacement of a trustee, the identity of the new trustee is subject to the prior written approval of the Minister of Communications."
2.17 SUBCLAUSES SHALL BE ADDED TO CLAUSE 28 OF THE FIRST TRUST DEED (REPORTING TO THE TRUSTEE), AS SPECIFIED HEREUNDER:
"28.6 The Company shall notify the Trustee about any change in the rating of the Series C Bonds by a rating company no later than two (2) Business Days after having received written notice at its registered office from the rating company about the rating change as stated. For the purpose of this clause 28.6, a notice from the rating company, as shall be published in an immediate report in "Magna," shall constitute notice to the Trustee and to the holders of the Series C Bonds pursuant to the conditions of this clause, and the Company shall be released from issuing a written notice to the Trustee as stated.
28.7 On December 31 of each year, and for as long as this Deed is in effect: a confirmation signed by the senior officeholder for financial affairs in the Company regarding the execution of payments of interest and/or payment on account of the principal, in relation to the Series C Bonds, when the payment due date thereof occurred prior to the date of the confirmation, and the payment date, as well as the balance of the par value of the Series C Bonds that are still in circulation on the determinant date for the payment.
28.8 A copy of any document that the Company forwards to its shareholders or to the Bondholders, and particulars of any information that the Company forwards to them in any other fashion, and any additional information, at the reasonable request of the Trustee.
28.9 Any explanation, document, calculation or information pertaining to the Company, its businesses and/or assets, within a reasonable length of time, to the Trustee and/or to those people that it shall so instruct, which shall be reasonably required, at the Trustee's discretion, for the sake of examinations being conducted by the Trustee for the purpose of protecting the Bondholders.
28.10 Immediate notice, upon the Company becoming informed of any instance whereby an attachment is imposed on its assets, in whole or in part, as well as in any instance whereby a receiver shall be appointed for its assets, in whole or in part, as well as to immediately institute all reasonable measures, at its expense, that are necessary in order to remove such attachment or receiver.
28.11 Notification, within 7 Business Days of the publication of the Company's quarterly financial statements during the 24 months subsequent to the issuance of the Series C Bonds, of the fact that no material real investments were executed, as stated above in clause 7.1.12.
28.12 Two Business Days after the publication date of an Immediate Report containing a declaration of the distribution of a dividend, the Company shall deliver an accountant's confirmation to the Trustee that the said distribution of the dividend complies with the Company's undertakings as stated above in clause 4."
1. IN ADDITION TO THAT STATED ABOVE, THE SERIES C BONDS, INCLUDING THE CONDITIONS IN THE OVERLEAF, SHALL INCLUDE THE FOLLOWING CONCRETE DETAILS:
3.1 Registered Series C Bonds of NIS 1 par value each, bear annual interest at the rate to be determined in the tender (which shall not exceed 5%). The interest on the Series C Bonds, which is linked to the consumer price index in respect of the month of July 2009, as published on August 14, 2009, shall be paid in biannual payments on the outstanding balance of the Principal, on June 30 and on December 31 of each of the years 2010 through 2013 (the first interest payment is on June 30, 2010).
3.2 The Principal of the Series C Bonds, which is linked to the consumer price index in respect of the month of July 2009, as published on August 14, 2009, shall be paid in six biannual payments on June 30 and on December 31 of each of the years 2011 through 2013 (inclusively). The first payment of the Principal shall be paid on June 30, 2011 and the last payment shall be paid on December 31, 2013.
3.3 The interest on the Series C Bonds shall be paid in biannual payments, on the balance of the outstanding Principal, on June 30 and on December 31 of each of the years 2010 through 2013, in respect of the six-month period ending on the last day prior to every interest payment date. The first interest payment on the Series C Bonds shall be paid on June 30, 2010 for the period as of the day after the tender date pursuant to the Shelf Offering Report and ending on June 29, 2010, and shall be calculated on the basis of 365 days per year, according to the number of days in the said period. The subsequent interest payments after the first payment shall be at the rate of the annual interest divided by the number of interest payments per year. The last interest payment shall be paid on December 31, 2013.
3.4 The Principal and the interest of the Series C Bonds are linked to the consumer price index in respect of the month of July 2009, which was published on August 14, 2009 (hereinafter: "THE BASE INDEX"), under the following conditions:
Should it become clear, on any payment date on account of the Principal and/or the interest of the Bonds, that the index last published prior to the payment date (hereinafter: "THE PAYMENT INDEX") is higher than the Base Index, the Company shall pay that payment of Principal or interest, being increased relative to the rate of the rise in the Payment Index compared with the Base Index; however, should it become clear that the Payment Index is the same as or lower than the Base Index, the Company shall pay that payment of Principal or interest being calculated on the basis of the Base Index.
3.5 If, by March 31, 2010, the Series C Bonds shall be rated for the first time at a rating that is lower than (A-) or A3 (hereinafter: "THE DECLINE"), then the annual interest rate that the Series C Bonds shall bear shall increase at the rate of 0.3% in respect of each rating step that is lower than an (A-) or A3 rating (hereinafter: "THE AMENDED INTEREST RATE"), this, as of the issue date of the Bonds. For example: if the rating of the Series C Bonds shall be BBB+, then the annual interest rate that Series C Bonds shall bear shall increase at the rate of 0.3%. If the rating shall be lower by an additional step, then the interest rate shall increase at the rate of 0.6%, and so forth. The Company shall transfer an updated payment schedule to the Trustee with the change in the interest rate in the event of a Decline.

The Company shall publish an Immediate Report regarding the initial rating assigned to the Bonds, and if the rating shall be lower than (A-) or A3, then the Amended Interest Rate that shall be paid to the holders of the Series C Bonds shall also be specified in the Immediate Report. If the announcement of the change in the rating of the Series C Bonds shall be published less than four (4) Trading Days prior to the determinant date for the interest payment (hereinafter: "THE NEXT INTEREST PAYMENT"), the payment of the additional interest resulting from the Decline shall be postponed, and shall be paid on the date of the subsequent interest payment (hereinafter: "THE SUBSEQUENT INTEREST PAYMENT"). As of the payment of the first interest after the Subsequent Interest Payment, and thereafter, the interest rate shall return to the Amended Interest Rate.

It is clarified that the Subsequent Interest Payment shall be paid to the registered holder of the Bonds on the determinant date that is prior to the Subsequent Interest Payment.

3.6 To secure the payment of the principal and the interest that the Company is required to pay to the holders of the Series C Bonds, and to secure the complete fulfillment of all of its other undertakings pursuant to the conditions of the Series C Bonds, the Company shall create a sole, fixed, first-ranking lien in favor of the Trustee, immediately after the release of the funds as stated above in clause 6.3.4, which shall be registered with the Registrar of Companies within two Business Days after the said date, on the following pledged assets:

3.6.1 Ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. ("PARTNER"), which are owned by the Company, with the market value thereof on the financial clearing date of the proceeds of the issue of the Series C Bonds ("THE BOND ISSUE DATE") being equivalent to 100% of the par value of the Series C Bonds, including a lien on all of the rights attached to these shares, and including the right to a dividend in cash and/or in kind and any other distribution in respect of these shares, as well as rights to be issued by Partner in respect of and/or in relation to these shares, bonus shares, a preemptive right or rights to receive other securities in respect thereof of any class whatsoever (hereinafter: "THE PLEDGED SHARES"). When creating the lien on the Pledged Shares in favor of the Trustee, the Pledged Shares shall remain registered in Partner's register of shareholders under the name of the Company and under its ownership. When creating the lien, the Company shall sign a blank share transfer deed for the transfer of the Pledged Shares to a third party (hereinafter: "THE SHARE TRANSFER DEED"), and the Share Transfer Deed, along with the share certificates to be issued in respect of the Pledged Shares under the Company's name, shall be deposited with the Trustee, who shall hold these documents in trust for the Company and for the Holders of the Series C Bonds,

On the date that the share certificates in respect of the Pledged Shares are issued to the Trustee, the Company shall issue a confirmation to the Trustee, specifying that the market value of the deposited Pledged Shares on the financial clearing date of the proceeds of the issue of the Series C Bonds is equivalent to 100% of the par value of the Series C Bonds. It is hereby clarified that if expansions of the Series C Bonds shall be executed, the calculation shall be performed in relation to each of the actual financial clearing dates of the Series C Bonds, and the par value of the Bonds issued at that time.

(a) Until the occurrence of an event vesting the Trustee and/or the Holders of the Series C Bonds with the right to call for the immediate payment of the Series C Bonds, pursuant to the conditions prescribed in the Trust Deed, the Company shall enjoy all of the rights, funds and assets due in respect of and/or in relation to the Pledged Shares, and, inter alia, accordingly: (1) the Company shall be entitled to directly receive all dividends and all other distributions that might be distributed in respect of and/or in relation to the Pledged Shares; (2) the Company shall be allowed to participate and vote in respect of the Pledged Shares at all of Partner's assemblies of shareholders (general and extraordinary) as the owner of the Pledged Shares for all intents and purposes; and (3) the Company shall be allowed to pass any resolution, at its sole discretion, regarding the exercise or non-exercise of rights that Partner shall issue in respect of the Pledged Shares and/or the sale thereof, and the shares that shall be acquired as a result of an exercise of the rights, shall be owned solely by the Company, and any proceeds that shall be received as a result of the sale of the rights shall be transferred to the Company.
(b) When exercising the lien on the Pledged Shares, and subject to the lien exercise proceedings pursuant to the law, and after obtaining the prior written approval of the Minister of Communications, the Trustee shall be allowed, subject and according to the orders of the competent court regulating the lien exercise proceedings, to deliver the aforesaid Share Transfer Deed for signing by the third party that is purchasing the Pledged Shares under the lien exercise proceedings as the transferee, and to return the share certificates to Partner, which shall issue new share certificates in respect of the Pledged Shares under the name of the aforesaid third party. Furthermore, with every partial release of the Pledged Shares as prescribed in the Trust Deed, the aforesaid share certificates and Share Transfer Deed held by the Trustee in respect of the Pledged Shares shall be replaced, at the request of the Company, with new share certificates and a new blank Share Transfer Deed, which the Company shall sign, which reflects the number of Pledged Shares subsequent to the relevant partial release, and the Company shall act without delay to register the amendment to the lien in the records of the Registrar of Companies.

As of the pledge date of the Pledged Shares and until the full and final payment of the principal of the Series C Bonds, and the interest, if Partner shall effect a "distribution," as this term is defined in section 1 of the Companies Act, 5759 - 1999, which shall be effected other than from "profits," as this term is defined in section 302(b) of the said Act (hereinafter: "SPECIAL DISTRIBUTION"), then the Company shall issue additional sureties to the Trustee, within five Business Days of the date of the Special Distribution, by way of a pledge of additional Partner shares, at the quantity equal to the number of Pledged Shares in the quotient that shall be obtained by dividing: (1) the inclusive sum of the Special Distribution (in NIS) in respect of all of the shares in Partner's issued and paid-up share capital (hereinafter: "ALL OF PARTNER'S SHARES") by (2) the market value (in NIS) of All of Partner's Shares on the eve of the distribution.

3.6.2 For the purpose of this clause 3.4, "market value" means the average of the closing prices of Partner's shares during the last five Trading Days on the TASE that preceded the relevant examination date.
3.6.3 With every buy-back of the Series C Bonds by the Company, a portion of the Pledged Shares shall be released, subject to the written instruction of the Company, and according to that stated in that instruction, in such manner that, subsequent to the repayment as stated, a relative portion shall be subtracted from the Pledged Shares according to the par value of the Series C Bonds that were purchased by the Company. The Company shall take action opposite Partner so that Partner shall issue new share certificates representing the updated quantity of the Pledged Shares, in lieu of the share certificate held by the Trustee, and the Company shall take action opposite the Registrar of Companies for the purpose of amending the lien registered in favor of the Trustee. The Trustee shall sign any document required for the purpose of executing that stated above within two Business Days of the date requested, and shall deliver the share certificate to Partner in respect of the Pledged Shares deposited with it in order to receive a share certificate in lieu thereof in respect of the updated quantity as stated.
3.6.4 On the payment date of the last payment in respect of the principal and interest in respect of the Series C Bonds, and subject to their repayment in full, the Trustee shall release the balance of the Pledged Shares to the Company, as they shall be at that time, this within two Business Days, and subject to the receipt of its written instruction.
3.6.5 In the event that the Company shall desire to expand the series of Series C Bonds, then the proceeds of the additional issuance of the Series C Bonds shall be transferred to an escrow account that shall be opened for this purpose, according to the mechanism prescribed in clause 6.3 of the Trust Deed. The Trustee shall transfer the net proceeds of the issuance of the Series C Bonds (after deducting commissions) to the Company, this after the Company shall have issued additional sureties to the Trustee by way of a pledge of additional shares of Partner, the value of which and/or the market value of which, as the case may be, shall cause the market value of the additional sureties to reflect the par value of the Series C Bonds issued within the scope of the expansion of the series of Series C Bonds.
3.6.6 To dispel any doubt, it is hereby clarified that a release and/or addition of sureties shall be effected as stated above, even if the market value of the Pledged Shares shall be less than or higher than 100% of the par value of the Series C Bonds at that time, and the Trustee is not obligated to examine the market value of the Pledged Shares relative to the par value of the Series C Bonds when the time comes to approve the actions specified above.
3.7 The exercise of the lien on the Pledged Shares, including the identity of the receiver or any other functionary that might be appointed by the Court at the request of the Trustee in relation to an exercise of the Pledged Shares, including any transfer of the Pledged Shares, in whole or in part, to any third party, and including a change in the identity of the Trustee pursuant to the Trust Deed, and including an exercise of any other rights deriving from the Pledged Shares, shall be subject to the prior written consent of the Minister of Communications, and to any other approval to the extent required by law.
3.6 Within 14 days of the signing date of this Addendum, the Company shall transfer the sum of NIS 60,000 to the Trustee's account on account of legal and other expenses pertaining to the safeguarding of the rights of the Series C Bondholders, as specified in clauses 19 and 21 of the First Trust Deed. The Trustee shall return the balance to the Company that shall remain in the accounts in respect of the said sum, if any, after the full payment of the principal of the Series C Bonds,
3.9 Attached is the version of the certificate of the Series C Bonds, which includes the aforesaid particulars, which shall be issued pursuant to the Shelf Offering Report.
3.10 Other than the updating of the concrete conditions of the Series C Bonds and the amendments and additions as stated above in clauses 2 and 3, no change occurred whatsoever in the rest of the conditions of the First Trust Deed, and the First Trust Deed and the provisions thereof shall continue to apply between the parties in relation to the Series C Bonds.
1. By signing this agreement, the Trustee authorizes each of the authorized signatories of the Company to report on its behalf in the Magna network about its engagement in this agreement and its signing of it.

IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO SIGNED:

Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim /s/ --------------------------------------------- ---------------------------- SCAILEX CORPORATION LTD. CLAL FINANCE TRUST 2007 LTD.

ATTORNEY'S CONFIRMATION

/s/ Rona Bergman Naveh ---------------------- RONA BERGMAN NAVEH, ADV.

SCAILEX CORPORATION LTD.

FIRST ADDENDUM CERTIFICATE OF SERIES C BONDS

Issued herewith is a Bond, which is payable in six payments during the years 2011 through 2013 (inclusively), which bears annual interest linked to the consumer price index in respect of the month of July 2009, as specified hereunder:

REGISTERED BONDS.
Certificate number:
Annual interest rate:%.
Par value of this Bond: NIS
The registered holder of this Bond:

This Bond bears interest at the annual interest rate specified above, which shall be paid at the appointed times, all as specified in the conditions in the overleaf.

1. This Bond shall be linked, all as specified in the conditions in the overleaf.
1. This Bond is being issued as part of Series C of Bonds, the conditions of which are identical to the conditions of this Bond ("THE RELEVANT SERIES"), being subject to the conditions specified in the overleaf and in the Trust Deed. It is hereby clarified that the provisions of the Trust Deed shall constitute an integral part of the provisions of this Bond, and shall be binding upon the Company and upon the holders of the Bonds included in the aforesaid series.
1. The Bonds of the Relevant Series are secured by sureties, all as specified in the Offering Report of the Company dated September 6, 2009, under which Bonds of the Relevant Series were offered for the first time to the public ("THE INITIAL OFFERING REPORT"), and as specified hereunder in clause 8.
1. To the extent not prescribed otherwise in the Initial Offering Report of the Bonds of the Relevant Series, the Company shall be allowed to pledge all of its assets and/or a portion thereof, in any lien and in any manner, in favor of any party that it shall deem fit, without any restriction, and at any ranking, including for the securing of any bonds (or any series of bonds) or other liabilities, and without the need for the consent of the Trustee and/or of the holders of the Bonds of any series. Furthermore, the Company shall be allowed to sell, lease, deliver or transfer by any other means, its property, in whole or in part, in any manner, to the favor of any party that it shall deem fit, without the need for any consent of the Trustee and/or the holders of the Bonds in any series.
1. All of the Bonds of the Relevant Series shall be PARI PASSU, INTER SE, in relation to the Company's liabilities pursuant to the Bonds of this Series, and without any preferential or preferred right of one over the other.

SIGNED BY THE COMPANY ON
Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim
SCAILEX CORPORATION LTD.

THE CONDITIONS RECORDED IN THE OVERLEAF

1. GENERAL

In this Series C Bond, the following expressions shall have the following meanings, unless the context dictates otherwise:

"THE COMPANY" and/or "THE ISSUER" Scailex Corporation Ltd.;

"THE TRUST DEED" Trust deed signed between the Company

and the Trustee on August 18, 2009, including the addenda, amendments and supplements thereto, which constitute

an integral part thereof;

"THE PROSPECTUS" or

"THE SHELF PROSPECTUS" Shelf prospectus of the Company dated

August 21, 2009, which was published, inter alia, in respect of the Bonds;

"SHELF OFFERING REPORT"

or "OFFERING REPORT" Shelf offering to be published

pursuant to the Shelf Prospectus, in conformity with the provisions of the Securities Act, 5728 - 1968, in which Bonds of the Relevant Series shall be offered, while prescribing all of the special particulars for that offering;

"REPORT OF THE INITIAL

OFFERING OF THE RELEVANT

SERIES" An offering report under which Bonds of the Relevant Series shall be

offered for the first time;

"THE BONDS" or "THE BOND" Series C Bonds;

"THE TRUSTEE" Clal Finance Trust 2007 Ltd. and/or any party that shall serve from time to time as a trustee of the Bondholders pursuant to this Deed;

"PARTNER SHARE ACQUISITION

TRANSACTION" Transaction for the acquisition of shares of Partner Communications Ltd. from Advent Investments Pte Ltd. by the Company pursuant to the agreement dated August 12, 2009;

"THE REGISTER FOR THE

RELEVANT SERIES" Register of the holders of the Bonds of the same series, as stated in clause 25 of the Trust Deed;

"HOLDERS OF THE BONDS" and/or "THE BONDHOLDERS" and/or "THE HOLDERS" Any party holding the Bonds;

"THE BOND CERTIFICATE" Bond certificate of the Relevant

Series, the version of which appears in the First Addendum to the Trust

Deed;

"THE LAW" or "THE SECURITIES ACT" The Securities Act, 5728 - 1968, and the regulations instituted pursuant

thereto from time to time;

"THE COMPANIES ACT" The Companies Act, 5759 - 1999;

"PRINCIPAL" The outstanding par value of the Bonds

of the Relevant Series;

"TRADING DAY" Any day on which transactions are carried out on the Tel-Aviv Stock

Exchange Ltd.;

"BUSINESS DAY" or

"BANKING BUSINESS DAY" Any day that the banks in Israel are

open for business;

Relevant Series;

"THE TASE" The Tel-Aviv Stock Exchange Ltd.;

"THE NOMINEE COMPANY" The Nominee Company of Israel Discount

Bank Ltd.;

"THE TASE CLEARING HOUSE" The clearing house of the Tel-Aviv

Stock Exchange Ltd.

"THE KNOWN INDEX"

on any given date The last index known prior to that

date;

"THE BASE INDEX" The index in respect of the month of July 2009, as published on August 14,

2009;

"THE PAYMENT INDEX" The Known Index on the determinant

date for any payment on account of

Principal and/or interest.

1. This Bond is one of a Series of registered Series C Bonds at the inclusive nominal sum of up to NIS 4,000,000,000 for each relevant series. The Bonds in this Series shall be issued PARI PASSU, INTER SE, without any preferential or preferred right of one over the other.
1. This Bond is payable (Principal) in a number of payments, which shall be paid on each of the dates as shall be specified in the Initial Offering Report, under which the Bond shall be offered, but on not more than one date per quarter. The type of interest on the Principal of the Series C Bonds to be issued shall be specified in the Offering Report under which the Bond shall be offered for the first time. The interest rate on the Principal of the Bond shall be determined during a tender, pursuant whereto its initial offering shall be conducted. The interest on the Bond Principal shall be paid annually in two biannual payments, all as shall be specified in the Offering Report under which the Bond shall be offered for the first time. The dates and number of payments of the Principal, the absence of linkage, the type of interest, the interest rate or method for determining it, and the interest payment dates of the Bond, as shall be specified in the Offering Report under which the Bond shall be offered for the first time, shall be determined by the Company prior to the initial offering of the Bond.

4. PAYMENT DATE OF THE BOND PRINCIPAL

The principal of the Series C Bonds, which is linked to the consumer price index, shall be paid in six biannual payments on June 30 and on December 31 of each of the years 2011 through 2013 (inclusively). The first payment of the Principal shall be paid on June 30, 2011.

The determinant date for the purpose of payment of Principal to the Holders of the Series C Bonds shall be at the end of June 18 and December 19 of each year, as the case may be, just prior to the payment date of the Principal.

1. The Company undertakes that, in the event that the transaction for the acquisition of shares of Partner shall not be closed by March 31, 2010, it shall call the Bonds for a forced early redemption and the provisions in clause 6 hereunder shall apply.
1. The total immediate net consideration (i.e., net of commissions) that the Company shall receive in respect of the issuance of the Series C Bonds shall be deposited in escrow accounts, which shall be opened in one or more of the five major banks in Israel and shall not be transferred to the Company for its use until the conditions for the Closing of the Partner Share Acquisition Transaction as stated have been fulfilled, according to the following mechanism:
6.1 The Trustee shall open bank accounts under its name at one or more of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), to one of which the issue coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series C Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNTS" and "THE DEPOSITS," respectively). The Trustee shall have sole signatory rights in the Escrow Accounts in relation to any operation in these accounts, including with respect to the withdrawal of monies from these accounts. The Trustee shall be allowed, but not obligated, to transfer, at the request of the Company, the monies and securities deposited in an Escrow Account at one bank to an Escrow Account at another bank as stated. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Accounts for Series C is the sole responsibility of the Company, and the Trustee for Series C shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
6.2 The funds, the securities being deposited in the Escrow Accounts, and all of the Company's rights in the Escrow Accounts shall be pledged in favor of the Trustee for the Holders of the Series C Bonds under a sole, fixed, first-ranking lien, and, concurrent with the transfer of the Deposits to the Escrow Accounts, the Company shall issue the following documents to the Trustee:
6.2.1 original lien registration certificates from the Registrar of Companies on the funds, the securities being deposited in the Escrow Accounts and all rights of the Company in the Escrow Accounts in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of registration of the liens, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the liens, which specifies the liens that were registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid liens. It is clarified that the lien registration certificates as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
6.2.2 Confirmation from the banks at which the Escrow Accounts were opened acknowledging that the funds, the securities being deposited in the Escrow Accounts and all of the Company's rights in the Escrow Accounts are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Accounts.
6.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposits is to guarantee the repayment of the Principal of the Series C Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
6.4 The Trustee shall operate the Deposits as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 10, the Trustee shall sign the order to transfer the Deposits to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of management of the accounts, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposits to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with the Trust Deed at that time. The Company shall notify the Trustee three Business Days in advance of the expected transfer date of the funds.
6.4.a Prior to the Closing of the Partner Share Acquisition Transaction, the Company shall open a designated bank account that shall be pledged in favor of the Trustee (for the Holders of the Series C Bonds), which shall be used, in the event that the Trustee shall issue an appropriate instruction in accordance with and subject to that stated in clause 7.3 of the Trust Deed, to receive dividends and/or any other distribution, to the extent that any shall be distributed by Partner in respect of the Pledged Shares. The Company shall forward the documents specified above in clause 6.2 relating to the pledge of the said bank account (MUTATIS MUTANDIS) to the Trustee within 2 Business Days of the Closing Date of the Partner Share Acquisition Transaction,

6.5 FORCED EARLY REDEMPTION OF ALL OF THE BONDS

The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be closed by the Deadline, i.e., by March 31, 2010, it shall call the Series C Bonds for forced early redemption, and the following provisions shall apply.

If the Company shall not publish an Immediate Report regarding the Closing of the Partner Share Acquisition Transaction by the Deadline, the Company shall effect a full forced early redemption of all of the Series C Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

6.5.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the Holders of the Series C Bonds, with a copy to the Trustee, with the determinant date for the execution thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the execution of the Early Redemption. In other words, the Company shall publish an Immediate Report, which includes a notice that the Early Redemption will be executed, and which specifies the execution date of the Early Redemption, a date which shall occur no earlier than 30 days and no later than 45 days after the publication date of the said Immediate Report. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest and the actual payment date of the interest. The Company shall also report the interest that has accrued up until the date of the Early Redemption in the Immediate Report.
6.5.2 On the date of the Early Redemption, the Company shall pay the sum of the Principal of the Series C Bonds, with the addition of the accrued interest and linkage differentials in respect of the outstanding balance of the Series C Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").

6.6 VOLUNTARY REDEMPTION

In the event that the Company shall Close the Partner Share Acquisition Transaction by the Deadline, without a rating for the Series C Bonds having been received by that date, the Holders of the Series C Bonds shall be entitled to an Early Redemption of the Series C Bonds that they are holding (hereinafter: "VOLUNTARY REDEMPTION"), according to the following mechanism:

6.6.1 VOLUNTARY REDEMPTION NOTICE

On April 1, 2010, the Company shall publish an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel regarding the entitlement of Holders of the Series C Bonds to voluntarily redeem the Bonds on May 2, 2010.
6.6.2 It shall be possible to deliver an Early Redemption Notice as of the date that the Company shall deliver a notice as stated regarding the date for notifying of an Early Redemption, subject to that stated hereunder. A Voluntary Redemption Notice of a holder of Bonds that are registered under its name in the Register of Bondholders of Series C, must be delivered to the Company within the period from the publication date of the Immediate Report as stated above in clause 6.6.1 and April 18, 2010, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.
6.6.3 A Voluntary Redemption Notice of a Holder of Bonds through TASE members must be delivered to the TASE member through whom the Bondholder is holding the Series C Bonds that it wishes to redeem by April 18, 2010.
6.6.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices:
6.6.4.1 Written notice from the TASE member must be received at the TASE Clearing House by six Trading Days prior to the Voluntary Redemption date, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the Voluntary Redemption is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.
6.6.4.2 An application for a Voluntary Redemption, which relates to a quantity of Bonds that exceeds the quantity registered to the credit of the TASE member in the secondary account to which the application relates, shall not be effected at all and shall be returned to the sending TASE member, specifying the reason for the return.
6.6.4.3 No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (1), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
6.6.4.4 No later than the second Trading Day after the day on which the Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause (3), the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.

A Voluntary Redemption Notice submitted to the Company or to the TASE members may not be cancelled or changed.

6.6.5 The sum of the Voluntary Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions to be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.6.4.4. In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption as stated.

6.7 If all of the preconditions stated above in clause 6.4 shall be fulfilled regarding the release of all of the funds from the Escrow Account in respect of the Series C Bonds, and in the event of a Voluntary Redemption, in which only a portion of the Series C Bonds has been redeemed, and a balance remains in the Escrow Account, the Holders of the Series C Bonds are hereby instructing the Trustee of Series C, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposits that shall be in the Escrow Account to the Company, and for this purpose, to sign all documents required for the removal of the liens on the Escrow Accounts and for the transfer of the funds of the Deposits to the Company. Shortly after the transfer of the funds as stated, the Trustee shall take action to close the Escrow Accounts.
6.8 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the Holders of the Series C Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the Holders of the Series C Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the Holders of the Series C Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the Holders of the Series C Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed.

7. LINKAGE OF THE BOND PRINCIPAL AND INTEREST

The Principal and Interest on the Series C Bonds are linked to the consumer price index in respect of the month of July 2009, which was published on August 14, 2009 (hereinafter: "THE BASE INDEX"), under the following conditions:

Should it become clear, on any payment date on account of the Principal and/or the interest of the Bonds, that the index last published prior to the payment date (hereinafter: "THE PAYMENT INDEX") is higher than the Base Index, the Company shall pay that payment of Principal or interest, being increased relative to the rate of the rise in the Payment Index compared with the Base Index; however, should it become clear that the Payment Index is the same as or lower than the Base Index, the Company shall pay that payment of Principal or interest being calculated on the basis of the Base Index.

8. THE INTEREST ON THE SERIES C BONDS

8.1 The registered Series C Bonds of NIS 1 par value each, bear annual interest at the rate to be determined in the tender (which shall not exceed 5% per annum).
8.2 The interest on the Series C Bonds shall be paid in biannual payments, on the balance of the outstanding Principal, on June 30 and on December 31 of each of the years 2010 through 2013 (inclusively), in respect of the six-month period ending on the last day prior to every interest payment date. The first interest payment on the Series C Bonds shall be paid on June 30, 2010 for the period as of the day after the tender date pursuant to the Shelf Offering Report and ending on June 29, 2010, with the interest being calculated on the basis of 365 days per year, according to the number of days in the said period. The subsequent interest payments shall be calculated according to the annual interest rate divided by the number of interest payments per year. The last interest payment shall be paid on December 31, 2013.

The Company shall publish the interest rate that shall be paid in the first payment in the Immediate Report of the Results of the Issue pursuant to the Shelf Offering Report.

8.3 The Company shall pay interest as stated to whoever shall be registered in the Register as the owner of the Series C Bonds at the end of June 18 and December 19 of each year, as the case may be, just prior to the date of the interest payment.
8.4 The last payment of interest on the Principal of the Series C Bonds shall be paid, together with the last payment on account of the Principal of the Series C Bonds, this against the delivery of the Series C Bond Certificates to the Company.
8.5 If, by March 31, 2010, the Series C Bonds shall be rated for the first time at a rating that is lower than (A-) or A3 (hereinafter: "THE DECLINE"), then the annual interest rate that the Series C Bonds shall bear shall increase at the rate of 0.3% in respect of each rating step that is lower than an (A-) or A3 rating (hereinafter: "THE AMENDED INTEREST RATE"), this as of the issue date of the Bonds. For example: if the rating of the Series C Bonds shall be BBB+, then the annual interest rate that Series C Bonds shall bear shall increase at the rate of 0.3%. If the rating shall be lower by an additional step, then the interest rate shall increase at the rate of 0.6%, and so forth. The Company shall transfer an updated payment schedule to the Trustee with the change in the interest rate in the event of a Decline.

8.6 The Company shall publish an Immediate Report regarding the initial rating assigned to the Bonds, and if the rating shall be lower than (A-) or A3, then the Amended Interest Rate that shall be paid to the Holders of the Series C Bonds shall also be specified in the Immediate Report. If the announcement of the change in the rating of the Series C Bonds shall be published less than four (4) Trading Days prior to the determinant date for the interest payment (hereinafter: "THE NEXT INTEREST PAYMENT"), the payment of the additional interest resulting from the Decline shall be postponed, and shall be paid on the date of the subsequent interest payment (hereinafter: "THE SUBSEQUENT INTEREST PAYMENT"). As of the payment of the first interest after the payment of the Subsequent Interest Payment, and thereafter, the interest rate shall return to the Amended Interest Rate.

It is clarified that the Subsequent Interest Payment shall be paid to the registered Holder of the Bonds on the determinant date that is prior to the Subsequent Interest Payment.

9. THE PAYMENTS OF PRINCIPAL AND INTEREST OF THE BONDS

9.1 The payments on account of the interest and/or the Principal of the Series C Bonds, shall be paid to the persons whose names shall be registered in the Register of Series C Bondholders on the dates as shall be specified in the Initial Offering Report of the Series C Bonds, in conformity with the provisions of the TASE regulations as they shall be at that time ("THE DETERMINANT DATE"), except for the last payment of the Principal and interest, which shall be rendered against the delivery of the Series C Bond Certificates to the Company at the Company's registered office, or at any other location that the Company shall so instruct, no later than five (5) Business Days prior to the final payment date.
It is hereby clarified that any party that is not registered in the Register of Series C Bondholders on the Determinant Date shall not be entitled to a payment of interest in respect of the interest period that began prior to that date.
9.2 In any instance whereby the payment due date on account of Principal and/or interest shall fall on a day other than a Business Day, the payment date shall be postponed until the first subsequent Business Day, without any additional payment, and "the Determinant Date" for the purpose of determining entitlement to redemption or to interest shall not change as a result.
9.3 Any payment on account of Principal and/or interest, which shall be paid in arrears that exceeds seven (7) Business Days after the payment due date according to the conditions of the Series C Bonds as stated, for reasons depending upon the Company, shall bear arrears interest (as this term is defined hereunder) as of the payment due date until the actual payment date. To the extent that there are a number of arrears in payments as stated, the total number of days in arrears (cumulatively) during the period that the Series C Bonds are in circulation, in respect whereof the Company shall not pay arrears interest, shall not exceed 21 Business Days.
9.4 In this regard, the rate of the arrears interest means the maximum interest rate that shall be in effect at that time at Bank Leumi Le-Israel Ltd. in respect of debit balances in current loan accounts or in current accounts in Israeli currency having no credit framework in effect, whichever is higher, which shall be calculated according to the number of days of the actual delay. In the event of arrears in payment as state above, the Company shall announce the exact interest rate to be paid, which shall include the biannual interest plus the arrears interest as stated, in an Immediate Report two (2) Trading Days prior to the actual payment date.
9.5 The payment to those entitled shall be rendered by way of checks or bank transfer to the credit of the bank account of those persons whose names shall be listed in the Register of Series C Bondholders, and which shall be specified in particulars to be timely delivered in writing to the Company, according to that stated in clause 9.6 hereunder. If the Company shall be unable to pay any sum to those entitled thereto, for a reason not dependent upon the Company, the provisions of clause 12 of the First Trust Deed shall apply.
9.6 A Holder of the Series C Bonds shall notify the Company of the bank account details for crediting payments to that Holder according to the Series C Bonds as stated above, or about any change in the said account details or in its address, as the case may be, by written notice sent by registered mail to the Company. The Company shall be required to act according to the Holder's notice regarding a change as stated, once fifteen (15) Business Days have elapsed since the arrival of the Holder's notice to the Company.
9.7 If a Bondholder entitled to a payment as stated did not deliver details about its bank account in timely fashion to the Company, any payment on account of the Principal and the interest shall be rendered by check, which shall be sent by registered mail to its last address registered in the Register of Series C Bondholders. The mailing of a check to an entitled Bondholder by registered mail as stated shall be deemed, for all intents and purposes, to be payment of the sum quoted therein on the date of its dispatch at the post office, provided that, upon proper presentation for collection, it shall be paid.
9.8 Any compulsory payment, to the extent required by law, shall be deducted from any payment in respect of the Series C Bonds.

10. SURETY

To secure the payment of the Principal and the interest that the Company is required to pay to the Holders of the Series C Bonds, and to secure the complete fulfillment of all of its other undertakings pursuant to the conditions of the Series C Bonds, the Company shall create a sole, fixed, first-ranking lien in favor of the Trustee, immediately after the release of the funds as stated in clause 6.3.4 of the Trust Deed, which shall be registered with the Registrar of Companies within two Business Days after the said date, on the following pledged assets:

10.1 Ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. (hereinafter: "PARTNER"), which are owned by the Company, with the market value thereof on the financial clearing date of the proceeds of the issue of the Series C Bonds ("THE BOND ISSUE DATE") being equivalent to 100% of the par value of the Series C Bonds, including a lien on all of the rights attached to these shares, and including the right to a dividend in cash and/or in kind, and any other distribution in respect of these shares, as well as rights to be issued by Partner in respect of and/or in relation to these shares, bonus shares, a preemptive right or rights to receive other securities in respect thereof of any class whatsoever (hereinafter: "THE PLEDGED SHARES"). When creating the lien on the Pledged Shares in favor of the Trustee, the Pledged Shares shall remain registered in Partner's register of shareholders under the name of the Company and under its ownership. When creating the lien, the Company shall sign a blank share transfer deed for the transfer of the Pledged Shares to a third party (hereinafter: "THE SHARE TRANSFER DEED"), and the Share Transfer Deed, along with the share certificates to be issued in respect of the Pledged Shares under the Company's name, shall be deposited with the Trustee, who shall hold these documents in trust for the Company and for the Holders of the Series C Bonds,.

On the date that the share certificates in respect of the Pledged Shares are issued to the Trustee, the Company shall issue a confirmation to the Trustee, specifying that the market value of the deposited Pledged Shares on the financial clearing date of the proceeds of the issue of the Series C Bonds is equivalent to 100% of the par value of the Series C Bonds. It is hereby clarified that if expansions of the Series C Bonds shall be executed, the calculation shall be performed in relation to each of the actual financial clearing dates of the Series C Bonds, and the par value of the Bonds issued at that time.

(a) Until the occurrence of an event vesting the Trustee and/or the Holders of the Series C Bonds with the right to call for the immediate payment of the Series C Bonds, pursuant to the conditions prescribed in the Trust Deed, the Company shall enjoy all of the rights, funds and assets due in respect of and/or in relation to the Pledged Shares, and, inter alia, accordingly: (1) the Company shall be entitled to directly receive all dividends and all other distributions that might be distributed in respect of and/or in relation to the Pledged Shares; (2) the Company shall be allowed to participate and vote in respect of the Pledged Shares at all of Partner's assemblies of shareholders (general and extraordinary) as the owner of the Pledged Shares for all intents and purposes; and (3) the Company shall be allowed to pass any resolution, at its sole discretion, regarding the exercise or non-exercise of rights that Partner shall issue in respect of the Pledged Shares and/or the sale thereof, and the shares that shall be acquired as a result of an exercise of the rights, shall be owned solely by the Company, and any proceeds that shall be received as a result of the sale of the rights shall be transferred to the Company, and the Company shall act without delay to register the amendment to the lien in the records of the Registrar of Companies.

(b) When exercising the lien on the Pledged Shares, and subject to the lien exercise proceedings pursuant to the law, and after obtaining the prior written approval of the Minister of Communications, the Trustee shall be allowed, subject and according to the orders of the competent Court regulating the lien exercise proceedings, to deliver the aforesaid Share Transfer Deed for signing by the third party that is purchasing the Pledged Shares under the lien exercise proceedings as the transferee, and to return the share certificates to Partner, which shall issue new share certificates in respect of the Pledged Shares under the name of the aforesaid third party. Furthermore, with every partial release of the Pledged Shares as prescribed in the Trust Deed, the aforesaid share certificate and Share Transfer Deed held by the Trustee in respect of the Pledged Shares shall be replaced, at the request of the Company, with a new share certificate and a new blank Share Transfer Deed, which the Company shall sign, which reflects the number of Pledged Shares subsequent to the relevant partial release.

10.2 As of the pledge date of the Pledged Shares and until the full and final payment of the Principal of the Series C Bonds, and the interest, if Partner shall effect a "distribution," as this term is defined in section 1 of the Companies Act, which shall be effected other than from "profits," as this term is defined in section 302(b) of the said Act (hereinafter: "SPECIAL DISTRIBUTION"), then the Company shall issue additional sureties to the Trustee, within five Business Days of the date of the Special Distribution, by way of a lien of additional Partner shares, at the quantity equal to the number of Pledged Shares in the quotient that shall be obtained by dividing: (1) the inclusive sum of the Special Distribution (in NIS) in respect of all of the shares in Partner's issued and paid-up share capital (hereinafter: "ALL OF PARTNER'S SHARES") by (2) the market value (in NIS) of All of Partner's Shares on the eve of the distribution.
10.3 For the purpose of this clause 8, "market value" means the average of the closing prices of Partner's shares during the last five Trading Days on the TASE that preceded the relevant examination date.
10.4 With every buy-back of the Series C Bonds by the Company, a portion of the Pledged Shares shall be released, subject to the written instruction of the Company, and according to that stated in that instruction, in such manner that, subsequent to the repayment as stated, a relative portion shall be subtracted from the Pledged Shares according to the par value of the Series C Bonds that were purchased by the Company. The Company shall take action opposite Partner so that Partner shall issue new share certificates representing the updated quantity of the Pledged Shares, in lieu of the share certificate held by the Trustee, and the Company shall take action opposite the Registrar of Companies for the purpose of amending the lien registered in favor of the Trustee. The Trustee shall sign any document required for the purpose of executing that stated above within two Business Days of the date requested, and shall deliver the share certificate to Partner in respect of the Pledged Shares deposited with it in order to receive a share certificate in lieu thereof in respect of the updated quantity as stated.
10.5 On the payment date of the last payment in respect of the Principal and interest in respect of the Series C Bonds, and subject to their repayment in full, the Trustee shall release the balance of the Pledged Shares to the Company, as they shall be in the Escrow Account at that time, this within two Business Days, and subject to the receipt of its written instruction.
10.6 In the event that the Company shall desire to expand the series of Series C Bonds, then the proceeds of the additional issuance of the Series C Bonds shall be transferred to an escrow account that shall be opened for this purpose, according to the mechanism prescribed in clause 6.3 of the Trust Deed. The Trustee shall transfer the net proceeds of the issuance of the Series C Bonds (after deducting commissions) to the Company, this after the Company shall have issued additional sureties to the Trustee by way of a pledge of additional shares of Partner, the value of which and/or the market value of which, as the case may be, shall cause the market value of the additional sureties to reflect the par value of the Series C Bonds issued within the scope of the expansion of the series of Series C Bonds.
10.7 To dispel any doubt, it is hereby clarified that a release and/or addition of sureties shall be effected as stated above, even if the market value of the Pledged Shares shall be less than or higher than 100% of the par value of the Series C Bonds at that time, and the Trustee is not obligated to examine the market value of the Pledged Shares relative to the par value of the Series C Bonds when the time comes to approve the actions specified above.
10.8 The exercise of the lien on the Pledged Shares, including the identity of the receiver or any other functionary that might be appointed by the Court at the request of the Trustee in relation to an exercise of the Pledged Shares, including any transfer of the Pledged Shares, in whole or in part, to any third party, and including a change in the identity of the Trustee pursuant to the Trust Deed, and including an exercise of any other rights deriving from the Pledged Shares, shall be subject to the prior written consent of the Minister of Communications, and to any other approval to the extent required by law.

11. GENERAL PROVISIONS

11.1 Sums of the Principal and interest shall be paid to any Bondholder without taking into consideration any equitable rights or any right of offset or counterclaim that exists or that might exist between the Company and the aforesaid Bondholder.
11.2 The Company shall not be obligated to record in the Register of Series C Bondholders any notice regarding a trust, lien and pledge of any kind and type, or any equitable right or any other right relating to the Bondholder's ownership of the Bond.
11.3 Any party becoming entitled to the Bond as a result of bankruptcy or as a result of liquidation proceedings of the Bondholder, shall have the right, as soon as it shall present the evidence that the Company shall require from it, to be registered in the Register of Series C Bondholders as the Holder of the Bond.

12. REGISTER OF THE BONDHOLDERS

Regarding the keeping of a Register of Series C Bondholders, the provisions of clause 25 of the Trust Deed shall apply.

PREVENTION FROM PAYING, FOR A REASON NOT DEPENDENT UPON THE COMPANY

Regarding prevention from paying a Series C Bondholder, for a reason not dependent upon the Company, the provisions of clause 12 of the Trust Deed shall apply.

14. TRANSFER OF THE BONDS

15. BOND CERTIFICATES AND SPLITTING THEREOF

16. EARLY REDEMPTION.

Regarding early redemption of the Bonds, the provisions of clause 6 of the Trust Deed shall apply.

17. WAIVERS, COMPROMISES AND/OR CHANGES IN THE BOND CONDITIONS

In relation to the authority of the Company and/or the Trustee to effect a waiver, compromise and changes in the conditions of the Bonds, the provisions of clause 24 of the Trust Deed shall apply.

18. ASSEMBLIES OF BONDHOLDERS

The general assemblies of the Bondholders of the Relevant Series shall convene and be conducted according to that stated in the Second Addendum to the Trust Deed.

19. RECEIPTS AS PROOF

Without derogating from any other of these conditions, a receipt signed by the Bondholder shall constitute proof of the full clearance of any payment made by the Company in respect of the Bond.

20. REPLACEMENT OF BOND CERTIFICATES

21. APPLICABLE LAW AND JURISDICTION

Filename: exhibit_11.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 11

AMENDMENT AND ADDENDUM NO. 1 TO THE SECOND TRUST

DEED OF OCTOBER 14, 2009

DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 28, 2009

BETWEEN:

SCAILEX CORPORATION LTD. Public company no. 52-003180-8 of 48 Ben-Tsiyon Galis Street, Petach-Tikva 49277 Israel (hereinafter - "THE COMPANY")

OF THE FIRST PART;

AND:

CLAL FINANCE TRUST 2007 LTD. Private company no. 51-404642-4 of 37 Menachem Begin Road, Tel-Aviv, Israel (hereinafter - "THE TRUSTEE")

OF THE SECOND PART;

WHEREAS on August 18, 2009, the Company and the Trustee signed a Trust Deed ("THE FIRST TRUST DEED") in relation to a shelf prospectus published by the Company on August 21, 2009 ("THE SHELF PROSPECTUS"), which was amended on October 14, 2009 (hereinafter: "THE SECOND TRUST DEED") (the First Trust Deed and the Second Trust Deed shall be called hereinafter jointly: "THE TRUST DEED");

AND WHEREAS pursuant to the provisions of clause 3.4 of the Second Trust Deed, and clause 10 of the Conditions Prescribed in the Overleaf to the Second Trust Deed, the Company undertook to create a sole, fixed, first-ranking lien on ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. (hereinafter: "PARTNER"), and rights in respect thereof, all as specified in the Second Trust Deed, the market value of which on the financial clearing date of the proceeds of the issue of the Series D Bonds was equivalent to 100% of the par value of the Series D Bonds (hereinafter: "THE PLEDGED SHARES");

AND WHEREAS the Company desires to draw up addenda and amendments in a number of clauses in the Trust Deed concerning the Pledged Shares, which do not prejudice the holders of the Series D Bonds;

AND WHEREAS pursuant to clause 24.1.1 of the First Trust Deed, as amended in the Second Trust Deed, the Trustee became convinced that the

amendment does not prejudice the holders of the Series D Bonds; WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

AMENDMENT TO CLAUSE 3.4.3 OF THE SECOND TRUST DEED AND CLAUSE 10.4 TO THE FIRST ADDENDUM TO THE SECOND TRUST DEED

The wording of clause 3.4.3 of the Second Trust Deed and the wording of clause 10.4 of the First Addendum to the Second Trust Deed - Certificate of the Series D Bonds, shall be replaced with the following wording:

"With every buy-back of the Series D Bonds by the Company, a portion of the Pledged Shares shall be released, subject to the written instruction of the Company, and according to that stated in that instruction, in such manner that, subsequent to the repayment as stated, a relative portion shall be subtracted from the Pledged Shares according to the par value of the Series D Bonds that were purchased by the Company. The Company shall take action opposite Partner so that Partner shall issue new share certificates representing the updated quantity of the Pledged Shares, in lieu of the share certificate held by the Trustee, and the Company shall take action opposite the Registrar of Companies for the purpose of amending the lien registered in favor of the Trustee. The Trustee shall sign any document required for the purpose of executing that stated above within two Business Days of the date requested, and shall deliver the share certificate to Partner in respect of the Pledged Shares deposited with it in order to receive a share certificate in lieu thereof in respect of the updated quantity as stated."

2. ADDITION TO CLAUSE 6.3 OF THE TRUST DEED

A new clause 6.3.4.a shall be added after clause 6.3.4 in the Trust Deed, the wording of which shall be as follows:

6.3.4.a Prior to the Closing of the Partner Share Acquisition Transaction, the Company shall open a designated bank account, which shall be pledged in favor of the Trustee (for the holders of the Series D Bonds) and which shall be used, in the event that the Trustee shall issue an appropriate instruction in accordance with and subject to that stated hereunder in clause 7.3, to receive dividends and/or any other distribution, to the extent distributed by Partner in respect of the Pledged Shares. The Company shall forward the documents to the Trustee that are specified above in clause 6.3.2 relating to pledge of the said bank account (MUTATIS MUTANDIS) within two Business Days of the Closing Date of the Partner Share Acquisition Transaction."
1. ADDITION TO CLAUSE 7 OF THE TRUST DEED

A new clause 7.3 shall be added after clause 7.2 of the Trust Deed, the wording of which is as follows:

"7.3 Upon the occurrence of any of the events specified above in clause 7.1, the Trustee shall be allowed to instruct Partner in writing not to transfer dividends or any other distribution directly to the Company, to the extent that any distribution shall be distributed by Partner, in respect of the Pledged Shares, and the Company shall be entitled to them as a registered shareholder, but only to transfer them to a bank account under the Company's name that is pledged in favor of the Series D Bondholders. The Trustee shall send the aforesaid instruction in writing to Partner, to Partner's corporate secretary, with a copy to Partner's C.F.O. and to the Company."

ADDENDUM TO CLAUSE 5 OF THE FIRST ADDENDUM TO THE SECOND TRUST DEED

A new clause 5.4.a shall be added after clause 5.4 of the First Addendum to the Second Trust Deed - Conditions Prescribed in the Overleaf, the wording of which shall be as follows:

"5.4.a Prior to the Closing of the Partner Share Acquisition Transaction, the Company shall open a designated bank account, which shall be pledged in favor of the Trustee (for the holders of the Series D Bonds) and which shall be used, in the event that the Trustee shall issue an appropriate instruction in accordance with and subject to that stated hereunder in clause 7.3, to receive dividends and/or any other distribution, to the extent distributed by Partner in respect of the Pledged Shares. The Company shall forward the documents to the Trustee that are specified above in clause 5.2 relating to pledge of the said bank account (MUTATIS MUTANDIS) within two Business Days of the Closing Date of the Partner Share Acquisition Transaction."
1. ADDENDUM TO CLAUSE 3 OF THE SECOND TRUST DEED

A new clause 3.5.a shall be added after clause 3.5 of the Second Trust Deed, the wording of which shall be as follows:

"3.5.a Within 14 days of the signing date of this Addendum, the Company shall transfer the sum of NIS 60,000 to the Trustee's account on account of legal and other expenses pertaining to the safeguarding of the rights of the Series D Bondholders, as specified in clauses 19 and 21 of the First Trust Deed. The Trustee shall return the balance to the Company that shall remain in the accounts in respect of the said sum, if any, after the full payment of the principal of the Series D Bonds."

6. GENERAL

6.1 Other than that stated, no change occurred whatsoever in the rest of the conditions of the First Trust Deed and the Second Trust Deed, which shall continue to apply between the parties in relation to the Series D Bonds.
6.2 It is hereby clarified that the updating of the Trust Deed as specified in this Addendum shall apply solely in relation to the Series D Bonds, and it shall in no way apply the conditions specified in this Addendum to other series of Bonds that the Company offered and/or is allowed to offer pursuant to the Shelf Prospectus.
1. By signing this agreement, the Trustee authorizes each of the authorized signatories of the Company to report on its behalf in the Magna network about its engagement in this agreement and its signing of it.

IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO SIGNED:

Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim /s/ --------------------------------------------- ---------------------------- SCAILEX CORPORATION LTD. CLAL FINANCE TRUST 2007 LTD.

ATTORNEY'S CONFIRMATION

/s/ Rona Bergman Naveh ------------------------ RONA BERGMAN NAVEH, ADV. Filename: exhibit_12.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 12

TRUST DEED

DRAWN UP AND SIGNED IN TEL-AVIV ON SEPTEMBER 6, 2009

BETWEEN:

SCAILEX CORPORATION LTD. Public company no. 52-003180-8 of 48 Ben-Tsiyon Galis Street, Petach-Tikva 49277 Israel (hereinafter - "THE COMPANY")

OF THE FIRST PART;

AND:

ZIV HAFT TRUST COMPANY LTD. Private company no. 51-377133-7 of 46-48 Menachem Begin Road, Tel-Aviv, Israel (hereinafter - "THE TRUSTEE")

OF THE SECOND PART;

WHEREAS on August 18, 2009, the Company and the Trustee signed a Trust Deed ("THE FIRST TRUST DEED") in relation to a shelf prospectus published by the Company on August 21, 2009 ("THE SHELF

PROSPECTUS") under which the Company may issue, inter alia,

Series A Bonds of the Company ("Series A");

AND WHEREAS the Company intends to publish a shelf offering report pursuant to the Shelf Prospectus, under which the Company shall offer

Series A Bonds for the first time ("THE SHELF OFFERING REPORT");

AND WHEREAS according to the directives of the Securities Authority, Clal

cannot serve as a trustee for the Series 1 Bonds, due to a concern about a conflict of interests, and the Trustee agreed to serve as the trustee for the Series 1 Bonds in lieu of Clal, provided that the conditions of the First Trust Deed, as amended according to that stated hereunder, shall be binding upon the

Company and upon the Trustee;

AND WHEREAS the Trustee declares that it is a company registered in Israel

engaging in trusteeships, and that it meets the qualification requirements prescribed in the Securities Act, 5728 - 1968 for

serving as the Trustee for the Series 1 Bonds;

AND WHEREAS the Trustee declares that, pursuant to any law or agreement to which the Trustee is subject, there is no preclusion to its engagement with the Company in this Amendment, with the provisions of the First Trust Deed constituting an integral part thereof;

AND WHEREAS the Company hereby declares that, pursuant to any law or agreement to which the Company is subject, there is no preclusion to its engagement with the Trustee in this Amendment, with the provisions of the First Trust Deed constituting an integral part thereof;

AND WHEREAS the parties desire to supplement the particulars of the Series A Bonds with concrete conditions of the Series A Bonds, as shall be expressed in the Shelf Offering Report that the Company shall publish, and as specified hereunder, and to prescribe additions and amendments that shall apply to the First Trust Deed, solely in relation to the Series A Bonds, as specified hereunder in this Deed;

WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

1. GENERAL

1.1 The provisions of the First Trust Deed, which is attached as APPENDIX A to this Deed, constitute an integral part of this Deed, and they shall apply to the relations between the parties and in relation to the Series A Bonds, under which, for the purposes of this Trust Deed, the Trustee shall be Ziv Haft Trust Company Ltd. It is hereby clarified that, to the extent that additional series shall be issued pursuant to the Shelf Prospectus, the provisions of this Deed as specified hereunder, shall not apply to the additional series.
1.2 All of the provisions of the First Trust Deed shall remain in effect, with the change in the identity of the Trustee, unless otherwise expressly stated in this Deed.
1.3 In the event of a contradiction between the provisions of this Deed and the provisions of the First Trust Deed, the provisions of this Deed shall prevail.
1. The following amendments shall apply to the First Trust Deed, solely in relation to the Series A Bonds:
2.1 A NEW CLAUSE 6.3 SHALL BE ADDED, AS FOLLOWS:

"In addition to and in accordance with that stated above in clause 6.2, the Company undertakes that if the transaction for the acquisition of shares of Partner Communications Ltd. (hereinafter: "PARTNER") from Advent Investments Pte Ltd. (hereinafter: "ADVENT"), a Singapore corporation controlled by Hutchison Telecommunications International Limited, by the Company in accordance with the agreement dated August 12, 2009 (hereinafter: "THE PARTNER SHARE ACQUISITION TRANSACTION") shall not be closed by March 31, 2010 (hereinafter: "THE DEADLINE"), it shall place all of the Bonds in a forced early redemption, and the provisions as specified hereunder shall apply. The Partner Share Acquisition Transaction was reported by the Company in the Company's Immediate Reports of August 12, 2009 (reference no.: 2009-01-194286), of August 13, 2009 (reference no.: 2009-01-195681), of August 23, 2009 (reference no.: 2009-01-204756). In this regard - "Closing of the Partner Share Acquisition Transaction" - means a transfer of shares representing at least 36% of Partner's issued and paid-up share capital to the Company's ownership.

6.3.1 The Trustee shall open a bank account under its name at one of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), to which the issue coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series A Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNT" and "THE DEPOSIT," respectively). The Trustee shall have sole signatory rights in the Escrow Account in relation to any operation in this account, including with respect to the withdrawal of monies from this account. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Account for Series A is the sole responsibility of the Company, and the Trustee shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
6.3.2 The funds, the securities being deposited in the Escrow Account, and all of the Company's rights in the Escrow Account shall be pledged in favor of the Trustee for the holders of the Series A Bonds under a first-ranking fixed lien, and, concurrent with the transfer of the Deposit to the Escrow Account, the Company shall issue the following documents to the Trustee:
6.3.2.1 an original lien registration certificate from the Registrar of Companies on the funds, the securities being deposited in the Escrow Account and all rights of the Company in the Escrow Account in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of the registration of the lien, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the lien, which specifies the lien that was registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid lien. It is clarified that the lien registration certificate as stated shall be issued to the Trustee within 5 business days of the signing date of the lien documents.
6.3.2.2 confirmation from the bank acknowledging that the funds, the securities being deposited in the Escrow Account and all of the Company's rights in the Escrow Account are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Account.
6.3.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposit is to guarantee the repayment of the Principal of the Series A Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
6.3.4 The Trustee shall operate the Deposit as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 6.3.2, the Trustee shall sign an order to transfer the Deposit to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of management of the account, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposit to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with this Trust Deed at that time. The Company shall notify the Trustee three business days in advance of the expected transfer date of the funds.

6.3.5 FORCED EARLY REDEMPTION OF ALL OF THE BONDS (SERIES A BONDS)

The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be closed by the Deadline, i.e., by March 31, 2010, it shall place the Bonds (Series A Bonds) in forced early redemption, and the following provisions shall apply.

If the Company shall not publish an Immediate Report regarding the Closing of the Partner Share Acquisition Transaction by the Deadline - March 31, 2010 - the Company shall effect a full forced early redemption of all of the Series A Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

6.3.5.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the holders of the Series A Bonds, with a copy to the Trustee, with the determinant date for the implementation thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the implementation of the Early Redemption. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest in respect of the Series A Bonds and the actual payment date of the interest. The Company shall also report the interest that accrued up until the date of the Early Redemption in the Immediate Report.

6.3.5.2 On the date of the Early Redemption, the Company shall pay the sum of the principal of the Series A Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Series A Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").
6.3.5.3 The sum of the Early Redemption shall be paid to the holders of the Bonds by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.3.4. In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds of the relevant series and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the forced Early Redemption to the Nominee Company in conformity with the bylaws of the TASE clearing house. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the forced Early Redemption as stated.

6.3.6 VOLUNTARY REDEMPTION

In the event that the Company shall close the Partner Share Acquisition Transaction by the Deadline - March 31, 2010 without a rating for the Series A Bonds having been received by that date, the holders of the Series A Bonds shall be entitled to an Early Redemption of the Series A Bonds that they are holding (hereinafter: "VOLUNTARY REDEMPTION"), according to the following mechanism:

6.3.6.1 VOLUNTARY REDEMPTION NOTICE

6.3.6.2 It shall be possible to deliver an Early Redemption Notice as of the date that the Company shall deliver a notice as stated regarding the date for notifying of an Early Redemption, subject to that stated hereunder. A Voluntary Redemption Notice of a holder of Bonds of the relevant series that are registered under its name in the register of bondholders of Series A, must be delivered to the Company within the period from the publication date of the Immediate Report as stated above in clause 6.3.6.1 and April 18, 2010, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.

6.3.6.3 A Voluntary Redemption Notice of a holder of Bonds through TASE members must be delivered to the TASE member through which the bondholder is holding the Series A Bonds that it wishes to redeem by April 18, 2010.
6.3.6.4 Pursuant to the bylaws of the TASE clearing house, the following provisions shall apply to the delivery of Voluntary Redemption Notices:
1. Written notice from the TASE member must be received at the TASE clearing house by six trading days prior to the Voluntary Redemption date, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the Voluntary Early Redemption is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.
1. An application for a Voluntary Redemption, which relates to a quantity of Bonds that exceeds the quantity registered to the credit of the TASE member in the secondary account to which the application relates, shall not be effected at all and shall be returned to the sending TASE member, specifying the reason for the return.
1. No later than the second trading day after the day on which the TASE clearing house received a notice as stated above from the TASE member, as specified above in subclause (1), the clearing house shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.

No later than the second trading day after the day on which the clearing house delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause (2), the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.

A Voluntary Redemption Notice submitted to the Company or to the TASE members may not be cancelled or changed.

6.3.7 If all of the preconditions stated above in clause 4.3 shall be fulfilled regarding the release of all of the funds from the Escrow Account in respect of the Series of Bonds, and in the event of a Voluntary Redemption as stated above in clause 4.4, under which only a portion of the Bonds has been redeemed, and a balance remains in the Escrow Account, the holders of the Bonds are hereby instructing the Trustee, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposit to the Company, and for this purpose, to sign all documents required for the removal of the lien on the Escrow Account and for the transfer of the funds of the Deposit to the Company. Shortly after the transfer of the funds as stated, the Trustee shall take action to close the Escrow Account.

6.3.8 The sum of the Voluntary Redemption shall be paid to the holders of the Bonds by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.3.6.4(a). In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds of the relevant series and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE clearing house. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption as stated.

6.3.9 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the holders of the Series A Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the holders of the Series A Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the holders of the Series A Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the holders of the Series A Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed."
2.2 A NEW CLAUSE 6.A. SHALL BE ADDED, AS FOLLOWS:

"6A.

6a.1 FORCED EARLY REDEMPTION OF ALL OF THE SERIES 1 BONDS

The Company shall be entitled to effect a full forced Early Redemption of all of the Series 1 Bonds (hereinafter: "EARLY REDEMPTION OF SERIES 1"), according to the following mechanism:

6a.1.1 By no later than August 6, 2014, the Company shall publish an Immediate Report that it has resolved to effect an Early Redemption of Series 1 on September 7, 2014 (hereinafter: "THE DATE OF THE EARLY REDEMPTION OF SERIES 1"), with a copy to the Trustee for the Series 1 Bonds. The Company shall also report the interest that accrued up until the Date of the Early Redemption of Series 1 in the said Immediate Report.
6a.1.2 On the Date of the Early Redemption of Series 1, the Company shall pay the sum of the Principal of the Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Series 1 Bonds up until the Date of the Early Redemption of Series 1.
6a.1.3 The Company shall transfer the funds required for the purpose of the Early Redemption of Series 1 to the Nominee Company, this in accordance with the bylaws of the TASE Clearing House.

6a.2 VOLUNTARY REDEMPTION BY THE HOLDERS OF THE SERIES 1 BONDS

6a.2.1 VOLUNTARY REDEMPTION NOTICE

If the Company shall not publish an Immediate Report regarding an Early Redemption of Series 1 by August 6, 2014, as specified above in clause 3.3, then, on that day; i.e., on August 6, 2014, the Company shall publish an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel regarding the entitlement of holders of the Series 1 Bonds to voluntarily redeem the Bonds on September 6, 2014 (hereinafter: "VOLUNTARY REDEMPTION OF SERIES 1"). Between the period August 21, 2014 and September 7, 2014, a holder of the Series 1 Bonds shall not be able to effect a conversion into shares of the Company pursuant to the above clause 4.4.1, and this shall also be specified in the above-mentioned Immediate Report.

6a.2.2 Any holder of Series 1 Bonds desiring to effect a Voluntary Redemption of Series 1 shall be entitled to do so by written notice (hereinafter: "VOLUNTARY REDEMPTION NOTICE"), which the bondholder must deliver to the Company during the period between the publication date of the Immediate Report as stated above in clause 3.4.1 and August 26, 2014, at the Company's registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.
6a.2.3 A Voluntary Redemption Notice of a holder of Series 1 Bonds through TASE members must be delivered to the TASE member, through which the bondholder is holding the Bonds that it wishes to redeem, which shall be delivered by it to the Company within the period between the publication date of the Immediate Report as stated above in clause 6a.2.2 and August 26, 2014.
6a.2.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices of Series 1:
6a.2.4.1 Written notice from the TASE member must be received at the TASE Clearing House by six trading days prior to the Voluntary Redemption date of Series 1, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the early Voluntary Redemption of Series 1 is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.

An application for a Voluntary Redemption of Series 1, which relates to a quantity of Series 1 Bonds that exceeds the quantity registered to the credit of the TASE member in the secondary account to which the application relates, shall not be effected at all and shall be returned to the sending TASE member, specifying the reason for the return.

6a.2.4.2 No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause 6a.2.4.1, the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Series 1 Bonds in respect whereof Voluntary Redemption applications were submitted, attaching the certificates of exemption from withholding tax at source.
6a.2.4.3 No later than the second trading day after the day on which the TASE Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause 6a.2.4.2, the Nominee Company of Israel Discount Bank Ltd. shall deliver a notification to the Company, which shall specify the inclusive par value of the Series 1 Bonds in respect whereof applications for Voluntary Redemption of Series 1 were submitted, attaching the certificates of exemption from withholding tax at source.

On the Voluntary Redemption Date of Series 1, the Company shall redeem the Series 1 Bonds in respect whereof Voluntary Redemption Notices were submitted, in such manner that the holder of the said Series 1 Bonds shall be entitled to receive from the Company the sum of NIS 1 in respect of each NIS 1 of Bonds that shall be redeemed by the Company on the said date, with the addition of the accrued and as yet unpaid interest.

A Voluntary Redemption Notice submitted to the Company or to the TASE members cannot be cancelled or changed."

2.3 THE FOLLOWING PARAGRAPH SHALL BE ADDED UNDER CLAUSE 4 OF THE FIRST TRUST DEED:

Furthermore, the Company undertakes that even should it cease to be a reporting corporation, as this term is defined in the Securities Act, the Company shall prepare and issue interim and annual financial statements to the Trustee and in the format compulsory for public companies at that time."

2.4 Under subclause 7.1.1 of the First Trust Deed the words "forty-five (45) days" and be replaced by "thirty (30) days."
2.5 In subclauses 7.1.2, 7.1.3 and 7.1.4 of the First Trust Deed, every reference to "ninety (90) business days" shall be replaced by "forty-five (45) business days."
2.6 In subclause 7.1.5 of the First Trust Deed, after the words "or shall notify of its intention to stop paying its debts" shall be added "or should there be a substantive concern that the Company shall cease to pay its debts."
2.7 In clause number 7 of the First Trust Deed (Immediate Payment), the following change and addition shall be made in relation to the causes for calling solely the Series A Bonds for Immediate Payment:

Causes for calling the Series A Bonds for immediate payment shall be added, as follows:

"7.1.8 if the Series A Bonds shall cease to be rated by a rating company, to the extent that they are rated. To dispel any doubt, it is clarified that if the Series A Bonds shall be rated by a number of rating companies, for the purposes of this clause, "cease to be rated" means cessation of rating by all of the rating companies. The Company undertakes that, to the extent that the matter is under its control, it shall take action so that the Series A Bonds shall at all times be under monitoring watch by a rating company until the end of the period of the Series A Bonds.
7.1.9. if the Company's holding ratio of Partner shall fall below 26% of Partner's issued and paid-up share capital.
7.1.10 if the Company shall not publish financial statements by the end of 45 days after the date prescribed for doing so in the Securities Act and in the regulations pursuant thereto.
7.1.11 if the Company shall cease to be a reporting corporation.
7.1.12 if the Company shall effect material real investments; i.e., long-term investments (other than financial investments) in assets and corporations other than in the communications sector before 24 months have elapsed since the issue date of the Series A Bonds. For the purposes of this clause "material' means more than 20% of the Company's total balance sheet according to the Company's consolidated financial statements for the quarter preceding the quarter in which the investment was effected."
2.8 Clause 7.2.7 of the First Trust Deed shall be deleted in its entirety.
2.9 A new clause 19 shall replace clause 19 of the First Trust Deed, as follows:
"19.1 The Company shall pay a fee to the Trustee for its services pursuant to this Deed, as follows:
19.1.1 Payment for the year in advance (hereinafter: "THE ANNUAL FEE") positively linked, as of the signing date of this Deed, to the known consumer price index at the sum of:
a) NIS 26,000 in respect of the first year of the Trust, and
b) NIS 18,000 in respect of every subsequent year;
19.1.2 the sum of NIS 750, positively linked, as of the signing date of this Deed, to the known consumer price index, in respect of every general assembly of shareholders of the Company, including every class assembly in which the Trustee or any delegate on its behalf shall take part.
19.1.3 additional fee in accordance with the provisions of this clause 19.
19.2 The Annual Fee shall be paid to the Trustee at the beginning of each year of the Trust in respect of the following year of the Trust or any portion thereof, with the payment date of the Trustee's Fee in respect of the first year being within one week of the actual execution date of the offering of the Bonds.
19.3 The appointment of a receiver to the Company, the appointment of an administrative receiver and/or the management of the trust under court supervision shall in no way derogate from the Trustee's right to payment of its fees and expenses, as prescribed in this Deed.
19.4 In addition to the above fee, the Trustee shall be entitled to reimbursement of its reasonable expenses (positively linked to the consumer price index as of the date of the expenditure), that it shall incur within the scope of the fulfillment of its role and/or by virtue of the powers vested it pursuant to this Deed, including in respect of publications in the press, provided that, in respect of expenses for expert opinions, as specified hereunder in clause 21, the Trustee shall give prior notice to the Company of its intent to obtain an expert opinion.
19.5 In addition, the Trustee shall be entitled to an additional payment on the basis of work hours, in respect of:
19.5.1 operations deriving from a breach of this Deed by the Company;
19.5.2 operations relating to the calling of the Bonds for immediate repayment;
19.5.3 special operations that might be required or that shall become necessary, for the purpose of fulfilling its functions pursuant to this Deed relating to possible risk to the bondholders' rights, including any operation according to clauses 7 and 8 above;
19.5.4 special assignments (such as, but not limited to, work required due to a restructuring of the Company, or work at the Company's request) or in respect of the need to perform additional operations in fulfilling its role as a reasonable trustee, due to a future amendment to laws and/or regulations and/or other compulsory orders that shall apply in relation to the Trustee's operations and responsibility pursuant to this Deed.
19.5.5 operations relating to the registration or cancellation of the registration of sureties in a lawfully kept register, (including abroad), examinations, supervision, control, enforcement and the like of the undertakings (such as restrictions on the Company's freedom of action, a pledge of assets, etc), that the Company has taken or shall take or that shall be taken by any delegate on its behalf or for it in relation to the securing of other undertakings of the Company or any delegate on its behalf (such as the execution of the payments according to the conditions of the Bonds) vis-a-vis the bondholders, including regarding the essence of the conditions of sureties and liabilities as stated, and the fulfillment thereof.
19.5.6 It is hereby clarified that an examination of the Company's fulfillment of its undertakings in relation to the distribution of a dividend, as stated above in clause 4, and regarding transactions constituting a cause for immediate repayment as stated above in clause 7.1.12, shall be deemed special assignments.
19.6 It is hereby clarified that, if, due to a future amendment of laws and/or regulations and/or other compulsory orders applicable to the operations of the Trustee, additional expenses shall be imposed on the Trustee, which shall be required from it for the fulfillment of its role as a reasonable trustee, the Company shall pay the Trustee for its reasonable expenses (with positive linkage to the consumer price index as of the date of the expenditure).
19.7 The Company shall deposit sums with the Trustee, which shall be determined from time to time by the Trustee, as the anticipated sums of expenses and costs to the Trustee.
19.8 It is hereby agreed that the Trustee shall be entitled to a fee at the sum of NIS 500 per hour of work for any part of its fee being calculated on the basis of work hours.
19.9 Any payment or sum due to the Trustee pursuant to this Deed shall be positively linked to the consumer price index, with the base index being the index published on June 15, 2009, with duly required value added tax being added thereto.
19.10 In the event that the Company shall ask that the Trustee serve as the Trustee for the Additional Bonds to be offered as stated above in clause 2, additional fees and expenses shall be paid to the Trustee as shall be agreed upon between the Trustee and the Company prior to the offering of the Additional Bonds; however, in the event that an arrangement regarding the payment of fees and expenses as stated shall not be agreed upon, the arrangement prescribed in this Deed shall apply, so that, in addition to the said fee, an additional fee shall be paid to the Trustee in respect of its trusteeship of the Additional Bonds, at the payment rate specified in clause 19.1.1 (b), being equivalent to the ratio between the quantity of the Additional Bonds and the quantity of Bonds issued immediately subsequent to the publication of the Prospectus, this without derogating from the application of all other clauses of this Deed pertaining to payments (including of expenses), indemnity, etc.
19.11 That stated in this Deed revokes and replaces all previous consents or arrangements regarding the Trustee's fee and coverage of its expenses since the beginning of the trusteeship and thereafter.
19.12 That stated in other clauses in this Deed regarding the coverage of expenses and costs pertaining to the Trustee's operations serves to supplement that stated in this clause."
2.10 THE FOLLOWING AMENDED CLAUSE 20.1 SHALL REPLACE CLAUSE 20.1 OF THE FIRST TRUST DEED:
"20.1 The Trustee shall be allowed to deposit all of the bills and documents that testify, represent and/or determine its right in relation to any asset held at that time in its possession, in a safe and/or in any other place to be chosen by it, in any of the five major banks in Israel."
2.11 SUBCLAUSES SHALL BE ADDED TO CLAUSE 20 OF THE FIRST TRUST DEED, AS FOLLOWS:
"20.7 Within the scope of its trusteeship, the Trustee may rely on any written document, including a letter of instructions, notification, application, consent or confirmation, which is expected to be signed or issued by any person or body, that the Trustee believes in good faith to have been signed or issued by it.
20.8 The Company and the holders of the Series A Bonds hereby release the Trustee in a final and absolute release from any liability for any damage and/or loss and/or expense that might be caused to them and/or that they might be required to bear due to any act and/or omission of the Trustee, including as a result of an error in judgment, a fault that occurred during a transfer of funds or a failure to transfer funds to the Nominee Company in their entirety and on time according to the Company's instructions, all according to the provisions of this Deed and/or according to any other instructions that shall be duly received by the Trustee from them, and by virtue of the powers granted to the Trustee pursuant thereto.
20.9 Any release from liability being issued to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the release is being given, being performed with BONA FIDES and provided that it has not been committed with negligence or MALA FIDES and in a breach of a fiduciary duty."
2.12 CLAUSE 21 OF THE FIRST TRUST DEED SHALL BE REPLACED BY AN AMENDED CLAUSE 21 AS FOLLOWS:

2.13 THE FOLLOWING AMENDMENTS SHALL BE MADE IN CLAUSE 22 OF THE FIRST TRUST DEED:
a) The first paragraph of subclause 22.1 shall be replaced with a new subclause as follows:

"The Trustee shall be entitled to indemnification from the Company, including in advance, and, if it shall not be indemnified by the Company within a reasonable length of time after the Trustee's demand to the Company to do so, from the holders of the Bonds, this in respect of any damage and/or loss and/or reasonable expenses that were incurred and/or that shall be incurred and reasonable costs that it bore or shall be required to bear in relation to operations that it performed or is required to perform by virtue of its duty pursuant to the conditions of this Deed, and/or by law and/or order of a competent authority and/or any statute and/or pursuant to a lawful demand from the holders of the Bonds and/or pursuant to a lawful demand from the Company."

b) Under clause 22.3, after the words "indemnification concerning undertakings that they assumed," the following words shall be added: "damage and/or loss that they bore within the framework of the trusteeship or in relation thereto."
c) Subclause 22.6 shall be added, as follows: "any indemnity that shall be given to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the indemnity is being given, being performed with BONA FIDES and provided that it has not been committed with negligence or MALA FIDES and in a breach of a fiduciary duty."
2.14 In clause 23 of the First Trust Deed (Notices), the particulars of the contact person at the Trustee in subclause 23.4 shall be amended, as specified hereunder:
"Until the Trustee otherwise notifies the Company in writing, the contact person at the Trustee in relation to all matters pertaining to this Deed and to the Series 1 Bonds is Ram Sabati, C.F.O., Fax: no. + 972-3-6374344; electronic mail: [email protected]."
2.15 Under subclause 24.1.1 of the First Trust Deed, the words "materially" shall be deleted.
2.16 A SUBCLAUSE SHALL BE ADDED TO CLAUSE 28 OF THE FIRST TRUST DEED (REPORTING TO THE TRUSTEE), AS SPECIFIED HEREUNDER:
"28.6 The Company shall notify the Trustee about any change in the rating of the Series A Bonds by a rating company no later than two (2) business days after having received written notice at its registered office from the rating company about the rating change as stated. For the purpose of this clause 28.6, a notice from the rating company, as shall be published in an immediate report in "Magna," shall constitute notice to the Trustee and to the holders of the Series A Bonds pursuant to the conditions of this clause, and the Company shall be released from issuing a written notice to the Trustee as stated.
28.7 On December 31 of each year, and for as long as this Deed is in effect: a confirmation signed by the senior officeholder for financial affairs in the Company regarding the execution of payments of interest and/or payment on account of the principal, in relation to the series of Bonds that shall be issued pursuant to the Shelf Prospectus, when the payment due date thereof occurred prior to the date of the confirmation, and the payment date, as well as the balance of the par value of the Bonds of this series that are still in circulation on the determinant date for the payment.
28.8 A copy of any document that the Company forwards to its shareholders or to the Bondholders, and particulars of any information that the Company forwards to them in any other fashion, and any additional information, at the reasonable request of the Trustee.
28.9 Any explanation, document, calculation or information pertaining to the Company, its businesses and/or assets, within a reasonable length of time, to the Trustee and/or to those people that it shall so instruct, which shall be reasonably required, at the Trustee's discretion, for the sake of examinations being conducted by the Trustee for the purpose of protecting the Bondholders.
28.10 Immediate notice, upon the Company becoming informed of any instance whereby an attachment is imposed on its assets, in whole or in part, as well as in any instance whereby a receiver shall be appointed for its assets, in whole or in part, as well as to immediately institute all reasonable measures, at its expense, that are necessary in order to remove such attachment or receiver.
28.11 Notification, within 7 business days of the publication of the Company's quarterly financial statements during the 24 months subsequent to the issuance of the Series A Bonds, of the fact that no material real investments were executed, as stated above in clause 7.1.12.
28.12 Two business days after the publication date of an Immediate Report containing a declaration of the distribution of a dividend, the Company shall deliver an accountant's confirmation to the Trustee that the said distribution of the dividend complies with the Company's undertakings as stated above in clause 4."
1. In addition to that stated above, the Series A Bonds, including the conditions in the overleaf, shall include the following concrete details:
3.1 The registered Series 1 Bonds of NIS 1 par value each, bear fixed annual interest at the rate of 4%.
3.2 The Principal of the Bonds, which is not linked to the consumer price index or to any other index or currency, shall be paid in a single bullet payment on December 31, 2024, whereby the Company and the holders of the Series 1 Bonds shall have the possibility of effecting an Early Redemption of the Series 1 Bonds, as specified hereunder in clause 3.3.
3.3 The interest shall be paid in biannual payments, on the outstanding balance of the Principal, on June 30 and December 31 of each of the years 2010 through 2024, in respect of the six-month period ending on the last day prior to every payment date. The first interest payment on the Series 1 Bonds shall be paid on June 30, 2010 for the period as of the day after the tender date pursuant to the Shelf Offering Report and ending on June 29, 2010, with the interest being calculated on the basis of 365 days per year, according to the number of days in the said period. The subsequent interest payments shall be at the annual interest rate divided by the number of interest payments per year.
The Company shall publish the interest rate that is to be paid in the first interest payment within the framework of the Immediate Report of the Results of the Offering pursuant to the Shelf Offering Report.
3.4 The Series 1 Bonds shall be convertible into ordinary shares of NIS 0.12 par value each of the Company on any trading date as of the registration date of the Series 1 Bonds for trading on the TASE and until December 15, 2024, in such manner that, during the period from the registration date for trading and until September 5, 2014, every NIS 80 par value of Series 1 Bonds shall be convertible into one ordinary share of NIS 0.12 par value of the Company, and subsequently, as of September 6, 2014 and until December 15, 2024, every NIS 200 par value of Series 1 Bonds shall be convertible into one ordinary share of NIS 0.12 par value of the Company. Regarding restrictions on the conversion of the Series 1 Bonds into shares as stated, see clause 6a.1.2 above.
3.5 The Series 1 Bonds are convertible, subject to adjustments as specified in clauses 2.16.3 (a), (b) and (c)(1) of the Shelf Prospectus.
3.6 CHANGE IN THE INTEREST RATE
If, by March 31, 2010, the Series A Bonds shall be rated for the first time at a rating that is lower than (A-) or A3 (hereinafter: "THE DECLINE"), then the annual interest rate that the Series A Bonds shall bear shall increase at the rate of 0.3% in respect of each rating step that is lower than an (A-) or A3 rating (hereinafter: "THE AMENDED INTEREST RATE"), this, as of the issue date of the Bonds. For example: if the rating of the Series A Bonds shall be BBB+, then the annual interest rate that Series A Bonds shall bear shall increase at the rate of 0.3%. If the rating shall be lower by an additional step, then the interest rate shall increase at the rate of 0.6%, and so forth. The Company shall transfer an updated payment schedule to the Trustee with the change in the interest rate in the event of a Decline.
It is clarified that a rise in the interest rate as a result of a Decline in rating as stated, shall be effected one time only during the entire term of the Bonds; i.e., any decline in the rating after the Decline shall not cause another change in the interest rate.
3.7 The Company shall publish an Immediate Report regarding the initial rating assigned to the Bonds, and if the rating shall be lower than (A-) or A3, then the Amended Interest Rate that shall be paid to the holders of the Series A Bonds shall also be specified in the Immediate Report. If the announcement of the change in the rating of the Series A Bonds shall be published less than four (4) trading days prior to the determinant date for the interest payment (hereinafter: "THE NEXT INTEREST PAYMENT"), the payment of the additional interest resulting from the Decline shall be postponed, and shall be paid on the date of the subsequent interest payment (hereinafter: "THE SUBSEQUENT INTEREST PAYMENT"). As of the payment of the first interest after the Subsequent Interest Payment, and thereafter, the interest rate shall return to the Amended Interest Rate.
3.8 It is clarified that the Subsequent Interest Payment shall be paid to the registered holder of the Bonds on the determinant date that is prior to the Subsequent Interest Payment.
3.9 The Series 1 Bonds shall not be secured by any collateral and/or lien, with the exception of that described above in clause 2.1.
3.10 Attached is the wording of the Series 1 Bond Certificate, which includes the aforesaid particulars, which shall be issued pursuant to the Shelf Offering Report.
3.11 Other than the updating of the concrete conditions of the Series A Bonds and the amendments and additions as stated above, no change occurred whatsoever in the rest of the conditions of the First Trust Deed, and the First Trust Deed and the provisions thereof shall continue to apply between the parties in relation to the Series A Bonds.
3.12 It should be noted that the update of the Trust Deed as specified in this Deed shall apply solely in relation to the Series 1 Bonds; this Deed in no way applies the conditions specified herein to other series of the Bonds that the Company may offer pursuant to the Shelf Prospectus.
3.13 By signing this agreement, the Trustee authorizes each of the authorized signatories of the Company to report on its behalf in the Magna network about its engagement in this agreement and its signing of it.

IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO SIGNED:

Stamp + /S/ Yahel Shachar; /s/ Shachar Rachim --------------------------------------------- ---------------------------

SCAILEX CORPORATION LTD. ZIV HAFT TRUST COMPANY LTD.

ATTORNEY'S CONFIRMATION

I, the undersigned, Rona Bergman Naveh, the attorney of Scailex Corporation Ltd., hereby confirm that this addendum was duly signed by the authorized signatories of Scailex Corporation Ltd., Messrs. Yahel Shachar and Shachar Rachim.

/s/ Rona Bergman Naveh ------------------------ RONA BERGMAN NAVEH, ADV.

SCAILEX CORPORATION LTD.

FIRST ADDENDUM CERTIFICATE OF SERIES A BONDS

Issued herewith is a Bond, which is payable in a single payment in 2024 (which may redeemed early as specified hereunder), which bear annual, unlinked interest, as specified hereunder:

REGISTERED BONDS.

Certificate number;
Annual interest rate:%;
Par value of this Bond: NIS
The registered holder of this Bond:

THIS CERTIFICATE attests that Scailex Corporation Ltd. ("THE COMPANY") shall pay 100% of the par value of this Bond on December 31, 2024 to whomever shall be the registered "holder" (as this term is defined in the conditions in the overleaf) of the Bond on the determinant date for that payment, all being subject to that specified in the conditions in the overleaf and the Trust Deed dated August 18, 2009 and the amendments thereto dated September 6, 2009 between the Company on the one hand and Ziv Haft Trust Company Ltd. and/or any party that shall serve from time to time as a trustee of the holders of the bonds pursuant to the Trust Deed ("THE TRUSTEE" and "THE TRUST DEED," respectively).

1. This Bond bears interest at the annual interest rate specified above, which shall be paid at the appointed time, all as specified in the conditions in the overleaf.
1. This Bond shall not be linked, all as specified in the conditions in the overleaf.
1. The Series 1 Bonds shall be convertible into ordinary shares of NIS 0.12 par value each of the Company on any trading day as of the registration date of the Series 1 Bonds for trading on the TASE and until December 15, 2024, in such manner that, during the period from the registration date for trading and until September 5, 2014, every NIS 80 par value of Series 1 Bonds shall be convertible into one ordinary share of NIS 0.12 par value of the Company, and subsequently, as of September 6, 2014 and until December 15, 2024, every NIS 200 par value of Series 1 Bonds shall be convertible into one ordinary share of NIS 0.12 par value of the Company.
1. The Series 1 Bonds are convertible subject to adjustments as specified in clauses 2.16.3 (a), (b) and (c)(1) of the Shelf Prospectus.
1. This Bond is being issued as part of Series A of Bonds, the conditions of which are identical to the conditions of this Bond ("THE RELEVANT SERIES"), being subject to the conditions in the overleaf and in the Trust Deed. It is hereby clarified that the provisions of the Trust Deed shall constitute an integral part of the provisions of this Bond, and shall be binding upon the Company and upon the holders of the bonds included in the aforesaid series.
1. The Bonds of the Relevant Series are not secured by sureties, any liens or in any other manner, all as specified in the Offering Report of the Company dated September 6, 2009, under which Bonds of the Relevant Series were offered for the first time to the public ("THE INITIAL OFFERING REPORT"), and as specified hereunder in clause 4.5.
1. To the extent not prescribed otherwise in the Initial Offering Report of the Bonds of the Relevant Series, the Company shall be allowed to pledge all of its assets and/or a portion thereof, in any lien and in any other manner, in favor of any party that it shall deem fit, without any restriction, and at any ranking, including for the securing of any bonds (or any series of bonds) or other liabilities, and without the need for the consent of the Trustee and/or of the holders of the Bonds of any series. Furthermore, the Company shall be allowed to sell, lease, deliver or transfer by any other means, its property, in whole or in part, in any manner, to the favor of any party that it shall deem fit, without the need for any consent of the Trustee and/or the holders of the Bonds in any series.

8.	All of the Bonds of the Relevant Series shall be PARI PASSU, INTER SE, in
	relation to the Company's liabilities pursuant to the Bonds of this Series,
	and without any preferential or preferred right of one over the other.

			SIGNED BY THE COMPANY ON
			Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim

------------------------------------------------ SCAILEX CORPORATION LTD.

THE CONDITIONS RECORDED IN THE OVERLEAF

1. GENERAL

The following expressions shall have the following meanings in this Series A Bond, unless the context dictates otherwise:

"THE COMPANY" and/or "THE

ISSUER" Scailex Corporation Ltd.;

"THE TRUST DEED" or "THE Trust deed signed between the Company FIRST TRUST DEED" and the Trustee on August 18, 2009, including the addenda, amendments and supplements thereto, which constitute an integral part thereof;

"THE PROSPECTUS" or "THE Shelf prospectus of the Company, which SHELF PROSPECTUS" was published, inter alia, in respect of the Bonds;

"SHELF OFFERING REPORT" Shelf offering to be published pursuant or "OFFERING REPORT" to the Shelf Prospectus, in conformity with the provisions of the Securities Act, 5728 - 1968, in which Bonds of the Relevant Series shall be offered, while determining all of the special particulars for that offering;

SERIES" the first time;

"REPORT OF THE INITIAL An offering report under which Bonds of OFFERING OF THE RELEVANT the Relevant Series shall be offered for

"THE BONDS" or "THE BOND" Series A Bonds;

"THE TRUSTEE" Ziv Haft Trust Company Ltd. and/or any party that shall serve from time to time as a trustee of the Bondholders pursuant to this Deed;

"THE REGISTER FOR THE Register of the holders of the Bonds of RELEVANT SERIES" the same series, as stated in clause 25 of the Trust Deed;

"HOLDERS OF THE BONDS" and/or "THE BONDHOLDERS" and/or "THE HOLDERS" Any party holding the Bonds;

"THE BOND CERTIFICATE" Bond certificate of the Relevant Series, the version of which appears in the First Addendum to the Trust Deed;

"THE LAW" or "THE SECURITIES ACT" The Securities Act, 5728 - 1968, and the

regulations instituted pursuant thereto

from time to time;

"THE COMPANIES ACT" The Companies Act, 5759 - 1999;

"PRINCIPAL" The outstanding par value of the Bonds

of the Relevant Series;

"TRADING DAY" Any day on which transactions are

carried out on the Tel-Aviv Stock

Exchange Ltd.;

"BUSINESS DAY" or Any day that most of the banks in Israel

"BANKING BUSINESS DAY" are open for business;

"BUSINESS DAY ABROAD" Any day on which a quotation of base

interest is determined, relating to foreign currency, which is published in the Reuters information service, or any other source of information that shall be specified in the Initial Offering Report of the Bonds of the Relevant

Series;

"THE TASE" The Tel-Aviv Stock Exchange Ltd.;

"THE NOMINEE COMPANY" The Nominee Company of Israel Discount

Bank Ltd.;

"THE TASE CLEARING HOUSE" The clearing house of the Tel-Aviv Stock

Exchange Ltd.

This Bond is one of a Series of registered Series A Bonds at the inclusive nominal sum of up to NIS 4,000,000,000 for each relevant series. The Bonds in This Series shall be issued PARI PASSU, INTER SE, without any preferential or preferred right of one over the other.

1. This Bond is payable (Principal) in a number of payments, which shall be paid on each of the dates as shall be specified in the Initial Offering Report, under which the Bond shall be offered, but on not more than one date per quarter. The absence of linkage and the type of interest on the Principal of the Series A Bonds to be issued shall be specified in the Offering Report under which the Bond shall be offered for the first time. The interest rate on the Principal of the Bond shall be determined during a tender, pursuant whereto its initial offering shall be conducted. The interest on the Bond Principal shall be paid annually in two biannual payments, all as shall be specified in the Offering Report under which the Bond shall be offered for the first time. The dates and number of payments of the Principal, the absence of linkage, the type of interest, the interest rate or method for determining it, and the interest payment dates of the Bond, as shall be specified in the Offering Report under which the Bond shall be offered for the first time, shall be determined by the Company prior to the initial offering of the Bond.
1. PAYMENT DATE OF THE BOND PRINCIPAL

The Principal of the Bonds, which is not linked to the consumer price index or to any other index or currency, shall be paid in a single bullet payment on December 31, 2024.

4.1 FORCED EARLY REDEMPTION OF THE SERIES 1 BONDS

The Company shall be entitled to effect a full forced Early Redemption of all of the Series 1 Bonds (hereinafter: "EARLY REDEMPTION OF SERIES 1"), according to the following mechanism:

4.1.1 By no later than August 6, 2014, the Company shall publish an Immediate Report that it has resolved to effect an Early Redemption of Series 1 on September 7, 2014 (hereinafter: "THE DATE OF THE EARLY REDEMPTION OF SERIES 1"), with a copy to the Trustee for the Series 1 Bonds. The Company shall also report the interest that accrued up until the Date of the Early Redemption of Series 1 in the Immediate Report as stated.

4.1.2 On the Date of the Early Redemption of Series 1, the Company shall pay the sum of the Principal of the Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Series 1 Bonds up until the Date of the Early Redemption of Series 1.
4.1.3 The Company shall transfer the funds required for the purpose of the Early Redemption of Series 1 to the Nominee Company, this in accordance with the bylaws of the TASE Clearing House.
4.2 VOLUNTARY REDEMPTION BY THE HOLDERS OF THE SERIES 1 BONDS
4.2.1 VOLUNTARY REDEMPTION NOTICE

During the period between August 21, 2014 and September 7, 2014, a holder of the Series 1 Bonds shall not be able to effect a conversion into shares of the Company pursuant to clause 4.4.1 above, and this shall also be specified in the above-mentioned Immediate Report.

4.2.2 Any holder of Series 1 Bonds desiring to effect a Voluntary Redemption of Series 1 shall be entitled to do so by written notice (hereinafter: "VOLUNTARY REDEMPTION NOTICE"), which the bondholder must deliver to the Company during the period between the publication date of the Immediate Report as stated above in clause 3.4.1 and August 26, 2014, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.

4.2.3 A Voluntary Redemption Notice of a holder of Series 1 Bonds through the TASE members must be delivered to the TASE member, through which the bondholder is holding the Bonds that it wishes to redeem, which shall be delivered by it to the Company within the period between the publication date of the Immediate Report as stated above in clause 4.2.1 and August 26, 2014.
4.2.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices of Series 1:
4.2.4.1 Written notice from the TASE member must be received at the TASE Clearing House by six trading days prior to the Voluntary Redemption date of Series 1, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the early Voluntary Redemption of Series 1 is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.

4.2.4.2 No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (1), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption of Series 1 were submitted, attaching the certificates of exemption from withholding tax at source.

4.2.4.3 this clause was a duplicate of 4.2.4.2 - I assumed you meant the following text (from the Trust Deed) No later than the second trading day after the day on which the TASE Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause 4.2.4.2, the Nominee Company of Israel Discount Banks Ltd. shall deliver a notification to the Company, which shall specify the inclusive par value of the Series 1 Bonds in respect whereof Voluntary Redemption Notices for Series 1 were submitted, attaching the certificates of exemption from withholding tax at source.

A Voluntary Redemption Notice of Series 1 submitted to the Company or to the TASE members cannot be cancelled or changed.

4.2.5 The sum of the Voluntary Redemption of Series 1 shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions to be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 4.2.4(3). In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Account at that time that the Trustee is required to transfer as stated above in this subclause. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption of Series 1 to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption of Series 1 as stated.

4.3 FORCED EARLY REDEMPTION OF THE BONDS

The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be closed by the Deadline, i.e., by March 31, 2010, it shall call the Series 1 Bonds for a forced Early Redemption, and the following provisions shall apply.

If the Company shall not publish an Immediate Report regarding the Closing of the Partner Share Acquisition Transaction by the Deadline; i.e., by March 31, 2010, the Company shall effect a full forced Early Redemption of all of the Series 1 Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

4.3.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the bondholders, with a copy to the Trustee, with the determinant date for the implementation thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the implementation of the Early Redemption. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest in respect of the Bonds and the actual payment date of the interest. The Company shall also report the interest that accrued up until the date of the Early Redemption in the Immediate Report as stated.
4.3.2 On the date of the Early Redemption, the Company shall pay the sum of the Principal of the Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").
4.3.3 The sum of the Early Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 4.3.2. In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds of the Relevant Series and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the forced Early Redemption to the Nominee Company in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the forced Early Redemption as stated.

4.4 VOLUNTARY REDEMPTION

In the event that the Company shall close the Partner Share Acquisition Transaction by the Deadline; i.e., by March 31, 2010, without a rating for the Series 1 Bonds having been received by that date, the Holders of the Series 1 Bonds shall be entitled to an Early Redemption of the Bonds that they are holding (hereinafter: "VOLUNTARY REDEMPTION"), according to the following mechanism:

4.4.1 VOLUNTARY REDEMPTION NOTICE

On April 1, 2010, the Company shall publish an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel regarding the entitlement of Holders of the Series 1 Bonds to voluntarily redeem the Bonds on May 2, 2010.

4.4.2 It shall be possible to deliver an Early Redemption Notice as of the date that the Company shall deliver a notice as stated regarding the date for notifying of an Early Redemption, subject to that stated hereunder. A Voluntary Redemption Notice of a holder of Bonds that are registered under its name in the Register of Bondholders of the Relevant Series, must be delivered to the Company within the period from the publication date of the Immediate Report as stated above in clause 4.4.1 and April 18, 2010, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.

4.4.3 A Voluntary Redemption Notice of a bondholder through the TASE members must be delivered to the TASE member through which the Bondholder is holding the Bonds that it wishes to redeem by April 18, 2010.
4.4.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices:
4.4.4.1 Written notice from the TASE member must be received at the TASE Clearing House by six trading days prior to the Voluntary Redemption date, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the early Voluntary Redemption is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.
4.4.4.2 An application for a Voluntary Redemption, which relates to a quantity of Bonds that exceeds the quantity registered to the credit of the TASE member in the secondary account to which the application relates, shall not be effected at all and shall be returned to the sending TASE member, specifying the reason for the return.
4.4.4.3 No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (a), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
4.4.4.4 No later than the second trading day after the day on which the Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause (b), the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
4.4.4.5 On the Voluntary Redemption Date, the Company shall redeem the Bonds in respect whereof Voluntary Redemption Notices were submitted, in such manner that the Holder of the said Bonds shall be entitled to receive from the Company the sum of NIS 1 in respect of each NIS 1 of Bonds that shall be redeemed by the Company on the said date (with the addition of the accrued and as yet unpaid interest).
4.4.4.6 A Voluntary Redemption Notice submitted to the Company or to the TASE members cannot be cancelled or changed.
4.4.5 The sum of the Voluntary Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions to be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 4.4.4(e). In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds of the Relevant Series and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption as stated.
4.5 The total immediate net consideration (i.e., net of commissions) that the Company shall receive in respect of the issuance of the Series A Bonds shall be deposited in an escrow account, which shall be opened in one of the five major banks in Israel and shall not be transferred to the Company for its use until the conditions for the Closing of the Partner Share Acquisition Transaction as stated have been fulfilled, according to the following mechanism:
4.5.1 The Trustee shall open a bank account under its name at one of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), to which the issue coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series A Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNT" and "THE DEPOSIT," respectively). The Trustee shall have sole signatory rights in the Escrow Account in relation to any operation in this account, including with respect to the withdrawal of monies from this account. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Account for Series A is the sole responsibility of the Company, and the Trustee for Series A shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
4.5.2 The funds, securities being deposited in the Escrow Account, and all of the Company's rights in the Escrow Account shall be pledged in favor of the Trustee for the Holders of the Series A Bonds under a first-ranking fixed lien, and, concurrent with the transfer of the Deposit to the Escrow Account, the Company shall issue the following documents to the Trustee:
4.5.2.1 an original lien registration certificate from the Registrar of Companies on the funds, the securities being deposited in the Escrow Account and all rights of the Company in the Escrow Account in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of registration of the lien, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the lien, which specifies the lien that was registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid lien. It is clarified that the lien registration certificate as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
4.5.2.2 Confirmation from the bank acknowledging that the funds, the securities being deposited in the Escrow Account and all of the Company's rights in the Escrow Account are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Account.
4.5.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposit is to guarantee the repayment of the Principal of the Series A Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
4.5.4 The Trustee shall operate the Deposit as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 3.5, the Trustee shall sign the order to transfer the Deposit to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of account management, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposit to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with the Trust Deed at that time. The Company shall notify the Trustee three Business Days in advance of the expected transfer date of the funds.
4.6 If all of the preconditions stated above in clause 4.3 shall be fulfilled regarding the release of all of the funds from the Escrow Account in respect of the Series A Bonds, and in the event of a Voluntary Redemption as stated above in clause 4.4, in which only a portion of the bonds has been redeemed, and a balance remains in the Escrow Account, the Holders of the bonds are hereby instructing the Trustee, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposit to the Company, and for this purpose, to sign all documents required for the removal of the lien on the Escrow Account and for the transfer of the funds of the Deposit to the Company. Shortly after the transfer of the funds as stated, the Trustee shall take action to close the Escrow Account.
4.7 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the Holders of the Series A Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the Holders of the Series A Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the Holders of the Series A Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the Holders of the Series A Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed.

ABSENCE OF LINKAGE BASES ON THE BOND PRINCIPAL AND INTEREST

The Principal and Interest on the bonds are not linked to the consumer price index or to any other index or currency.

1. THE INTEREST ON THE SERIES A BONDS
6.1 The registered Series 1 Bonds of NIS 1 par value each, bear fixed annual interest at the rate of 4%.
6.2 The interest shall be paid in biannual payments, on the balance of the outstanding Principal, on March 31 and on September 30 of each of the years 2010 through 2024, in respect of the six-month period ending on the last day prior to every payment date. The first interest payment on the Series A Bonds shall be paid on June 30, 2010 for the period as of the day after the tender date pursuant to the Shelf Offering Report and ending on June 29, 2010, with the interest being calculated on the basis of 365 days per year, according to the number of days in the said period. The subsequent interest payments shall be calculated according to the annual interest rate divided by the number of interest payments per year.

The Company shall publish the interest rate that shall be paid in the first interest payment in the Immediate Report of the Results of the Issue pursuant to the Shelf Offering Report.

6.3 The determinant date regarding the payment of interest to the owner of the Series A Bonds will be at the end of June 18 and December 19 of each year, as the case may be, just prior to the date of the interest payment.
6.4 The interest on the Principal of the Bonds of the Relevant Series shall be calculated as of the first day of the first interest period. On that day, the Company shall file an Immediate Report specifying the interest rate that shall be paid in respect of the first interest period, being calculated as stated above.
6.5 The last payment of interest on the Principal of the Bonds of the Relevant Series shall be paid, together with the last payment on account of the Principal on the Bonds of the same series, this against the delivery of the Bond Certificates of that series to the Company.
If, by March 31, 2010, the Series A Bonds shall be rated for the first time at a rating that is lower than (A-) or A3 (hereinafter: "THE DECLINE"), then the annual interest rate that the Series A Bonds shall bear shall increase at the rate of 0.3% in respect of each rating step that is lower than an (A-) or A3 rating (hereinafter: "THE AMENDED INTEREST RATE"), this as of the issue date of the Bonds. For example: if the rating of the Series A Bonds shall be BBB+, then the annual interest rate that Series A Bonds shall bear shall increase at the rate of 0.3%. If the rating shall be lower by an additional step, then the interest rate shall increase at the rate of 0.6%, and so forth. The Company shall transfer an updated payment schedule to the Trustee with the change in the interest rate in the event of a Decline.

6.6 The Company shall publish an Immediate Report regarding the initial rating assigned to the Bonds, and if the rating shall be lower than (A-) or A3, then the Amended Interest Rate that shall be paid to the Holders of the Series A Bonds shall also be specified in the Immediate Report. If the announcement of the change in the rating of the Series A Bonds shall be published less than four (4) trading days prior to the determinant date for the interest payment (hereinafter: "THE NEXT INTEREST PAYMENT"), the payment of the additional interest resulting from the Decline shall be postponed, and shall be paid on the date of the subsequent interest payment (hereinafter: "THE SUBSEQUENT INTEREST PAYMENT"). As of the payment of the first interest after the payment of the Subsequent Interest Payment, and thereafter, the interest rate shall return to the Amended Interest Rate.
1. THE PAYMENTS OF PRINCIPAL AND INTEREST OF THE BONDS
7.1 The payments on account of the interest and/or the Principal of the Bonds of the Relevant Series, which shall be offered pursuant to the Shelf Prospectus, shall be paid to the persons whose names shall be registered in the Register for that same series on the dates as shall be specified in the Initial Offering Report of that series, in conformity with the provisions of the TASE regulations as they shall be at that time ("THE DETERMINANT DATE IN THE RELEVANT SERIES"), except for the last payment of the Principal and interest, which shall be rendered against the delivery of the Bond Certificates of that series to the Company at the Company's registered office, or at any other location that the Company shall so instruct, no later than five (5) Business Days prior to the final payment date.
It is hereby clarified that any party that is not registered in the Register for the Relevant Series on the Determinant Date in the Relevant Series shall not be entitled to a payment of interest in respect of the interest period that began prior to that date.
7.2 In any instance whereby the payment due date on account of Principal and/or interest shall fall on a day other than a Business Day, the payment date shall be postponed until the first subsequent Business Day, without any additional payment, and "the Determinant Date" for the purpose of determining entitlement to redemption or to interest shall not change as a result.
7.3 Any payment on account of Principal and/or interest, which shall be paid in arrears that exceeds seven (7) Business Days after the payment due date according to the Bond conditions as stated, for reasons depending upon the Company, shall bear arrears interest (as this term is defined hereunder) as of the payment due date until the actual payment date. To the extent that there are a number of arrears in payments as stated, the total number of days in arrears (cumulatively) during the period that the Bond Series is in circulation, in respect whereof the Company shall not pay arrears interest, shall not exceed 21 Business Days.
7.4 In this regard, the rate of the arrears interest means the maximum interest rate that shall be in effect at that time at Bank Leumi Le-Israel Ltd. in respect of debit balances in current loan accounts or in current accounts in Israeli currency having no credit framework in effect, whichever is higher, which shall be calculated according to the number of days of the actual delay. In the event of arrears in payment as state above, the Company shall announce the interest rate, including the arrears interest as stated, in an Immediate Report two (2) trading days prior to the actual payment date.
7.5 The payment to those entitled shall be rendered by way of checks or bank transfer to the credit of the bank account of those persons whose names shall be listed in the Register for the Relevant Series, and which shall be specified in particulars to be timely delivered in writing to the Company, according to that stated in clause 5.6 hereunder. If the Company shall be unable to pay any sum to those entitled thereto, for a reason not dependent upon the Company, the provisions of clause 12 of the Trust Deed shall apply.
7.6 A Holder of the Bonds of the Relevant Series shall notify the Company of the bank account details for crediting payments to that Holder according to the Bonds of that Series as stated above, or about any change in the said account details or in its address, as the case may be, by written notice sent by registered mail to the Company. The Company shall be required to act according to the Holder's notice regarding a change as stated, once fifteen (15) Business Days have elapsed since the arrival of the Holder's notice to the Company.
7.7 If a Bondholder entitled to a payment as stated did not deliver details about its bank account in timely fashion to the Company, any payment on account of the Principal and the interest shall be rendered by check, which shall be sent by registered mail to its last address registered in the Register for the Relevant Series. The mailing of a check to an entitled Bondholder by registered mail as stated shall be deemed, for all intents and purposes, to be payment of the sum quoted therein on the date of its dispatch at the post office, provided that, upon proper presentation for collection, it shall be paid.
7.8 Any compulsory payment, to the extent required by law shall be deducted from any payment in respect of the Bonds of the Relevant Series.
1. SURETY

The Series 1 Bonds shall not be secured by any collateral and/or lien, with the exception of that described above in clause 4.5.

1. CONVERSION RIGHT OF THE SERIES 1 BONDS ("THE CONVERTIBLE BONDS")
9.1 THE CONVERSION TERMS
9.1.1 On any trading day as of the date that each of the series of Convertible Bonds are registered for the first time for trading on the TASE and until a number of days prior to the end of the period of the Bonds of that series, in accordance with the TASE directives as they shall be on the date of the Initial Offering Report of that series, and as shall be specified in the said Offering Report ("THE CONVERSION PERIOD," and any trading day as stated shall be called hereinafter: "THE CONVERSION DAY," and the last day of the Conversion Period shall be called hereinafter: "THE EXPIRATION OF THE CONVERSION PERIOD"), with the exception of a number of days prior to the determinant date for a partial redemption, in accordance with the TASE regulations and directives as they shall be on the date of the said Offering Report and until the execution date of the partial redemption, the balance of the Principal of the Convertible Bonds of that series that are in circulation at that time shall be convertible into registered fully-paid up ordinary shares of NIS 0.12 par value each of the Company ("THE CONVERTED SHARES") according to a conversion rate that shall not diminish from the par value of ordinary shares of the Company on the date of the said Offering Report ("THE CONVERSION RATE"), subject to adjustments as specified hereunder, and in the manner and under the conditions as shall be specified in the said Offering Report.
9.1.2 Any holder of the Convertible Bonds of any series desiring to convert the balance of the par value of the Principal of the Convertible Bonds of that series that it is holding into Converted Shares ("THE CONVERTER") shall submit a written application, on a form to the determined by the Company, either directly to the Company at its registered office (in the instance whereby those Bonds are registered under the Converter's name in the register of that series), or through the TASE member (in the instance whereby those Bonds are being held by the Converter through that TASE member) on the Conversion Days, and, in any event, until the Expiration of the Conversion Period relative to that series, and attaching the Certificates of the Convertible Bonds relating to the application ("THE CONVERSION NOTICE").
9.1.3 The conversion of the balance of the par value of the Principal of a number of Convertible Bonds from the same series that are registered under the name of the same Holder may be applied for in a single Conversion Notice, and, in such instance, all of the Certificates of the Convertible Bonds relating to that Conversion Notice must be attached thereto.
9.1.4 In the event of conversion of the Convertible Bonds into shares in accordance with this clause in relation to only a portion of the total par value of the Convertible Bonds registered in a single Bond Certificate, the Convertible Bond Certificates must first be split into the number of Bond Certificates necessary for that purpose so that the total of the sums of the par value of the Bonds registered therein shall be equal to the total par value of the Bond Certificate that shall be split as stated.
9.1.5 The Conversion Notice forms may be obtained at the registered office of the Company and at any other location that the Company shall so notify.
9.1.6 The Converter shall sign any document at any time that shall be required by law and according to the Company's instructions for the purpose of the allotment of the Converted Shares. The conversion date shall be deemed the day on which the Company receives a Conversion Notice directly from the Converter (in respect of Bonds directly held) or the day on which the TASE Clearing House receives a notice from the TASE member of conversion of the Convertible Bonds (in respect of Bonds held through the Nominee Company), which fulfills all conditions specified above, as the case may be ("THE CONVERSION DATE").
9.1.7 If the Converter does not fulfill all conditions for conversion of the Convertible Bonds in their entirety, the Conversion Notice shall be deemed null and void, and the Certificates of the Convertible Bonds that were attached to that Conversion Notice shall be returned to the applicant.
9.1.8 A Conversion Notice submitted to the Company cannot be cancelled or changed.
9.1.9 The Converter shall not be entitled to allot a portion of one Converted Share; however, all fractions of Converted Shares that shall be created at the time of conversion, if any, shall be sold on the TASE by a trustee to be appointed for this purpose by the Company, within thirty (30) days after these fractions accumulated into whole shares at an acceptable quantity for sale on the TASE, considering the costs involved therein, and the net proceeds from the sale thereof shall be divided among those entitled accordingly, within fifteen (15) days of the date of the sale. A check shall not be sent to a single entitled Converter as stated for a sum that is less than NIS 50; such sum may be collected from the Company's offices during regular workdays and office hours. An entitled Converter as stated, who shall not come to the Company's offices to collect such sum within twelve (12) months of the date of the sale, shall lose its right to this sum.
9.1.10 Converted Shares shall vest the owners thereof with all rights to participate in all dividends and other distributions, with the date that determines the right to receive them being the Conversion Date or thereafter; Converted Shares shall have equal rights, in all aspects, to the ordinary shares of NIS 0.12 par value existing in the Company's share capital at that time.
9.1.11 The Convertible Bonds that were converted shall be removed from circulation on their Conversion Date and shall be completely nullified, retroactively to the Conversion Date, as of the allotment date of the Converted Shares in respect thereof, and shall not vest any right to any interest whatsoever after the last interest payment date, when the determinant date in respect thereof falls prior to the Conversion Date.
9.1.12 Any portion of the Convertible Bonds from any series that shall not be converted by the Expiration of the Conversion Period relative to that series shall no longer vest any right whatsoever to the bondholder to convert it into Converted Shares, and the conversion right in respect thereof shall be null and void as of that date.

9.2 CONVERSION TIMETABLES

By bylaws of the TASE Clearing House, as they shall be on the actual Conversion Day, shall apply to conversions of the Convertible Bonds.

The Company shall allot Certificates in respect of the Converted Shares that are due to each Converter within one trading day of the Conversion Date, and, upon receiving clearance to register the allotted Converted Shares for trading on the TASE, the Company shall take action to register the Converted Shares for trading on the TASE within three (3) days of the aforesaid date.

9.3 PROVISIONS PROTECTING HOLDERS OF CONVERTIBLE BONDS DURING THE CONVERSION PERIOD

9.3.1 DISTRIBUTION OF BONUS SHARES

If the Company shall distribute bonus shares after the date of the Initial Offering Report of any series of the Convertible Bonds and until the Expiration of the Conversion Period relative to that series, the rights of the holders of the Convertible Bonds of that series shall be preserved, in the manner specified hereunder:

9.3.1.1 Subsequent to the date determining the entitlement to participate in the said distribution, the number of Converted Shares to which a holder of the Convertible Bonds of that series shall be entitled upon the conversion thereof shall increase, by adding the number of shares to which the said holder would have been entitled as bonus shares had he converted its Convertible Bonds immediately prior to the said determinant date.

9.3.1.2 A holder of the Convertible Bonds shall not be entitled to allot a portion of a bonus share according to that stated above; however, all fractions of bonus shares that shall be created at the time of the allotment and that shall accumulate into whole shares shall be sold on the TASE by a trustee to be appointed for this purpose by the Company, within thirty (30) days of the said allotment date, and the net proceeds (after deducing selling expenses and compulsory payments and levies) shall be divided among those entitled within fifteen (15) days of the date of the sale. A check shall not be sent to a single entitled holder for a sum that is less than NIS 50; such sum may be collected from the Company's offices during regular workdays and office hours. An entitled holder as stated, who shall not come to the Company's offices to collect such sum within twelve (12) months of the date of the sale, shall lose its right to this sum.
9.3.1.3 Subject to that stated in the TASE regulations and directives, the adjustment method may not be amended.

9.3.2 RIGHTS ISSUE

If, as of the date of the Initial Offering Report of any series of the Convertible bonds and up until the Expiration of the Conversion Period relative to that series, the Company shall offer securities of any class by way of a rights issue to its shareholders, the number of Converted Shares in respect of a conversion of the Convertible Bonds of that series that have not yet been converted into ordinary shares of the Company shall be adjusted on the date determining the right to purchase the securities to be offered during the rights issue, according to the bonus component in the rights, as expressed in the ratio between the Company's share rate on the TASE on the said determinant date and the base rate "ex rights." Subject to that stated in the TASE regulations and directives, the adjustment method as specified above may not be amended.

9.3.3 ADJUSTMENT IN RESPECT OF A DIVIDEND DISTRIBUTION

If the Company shall distribute a dividend, as this term is defined in the Companies Act ("THE DISTRIBUTION"), when the date determining the entitlement thereto ("THE DETERMINANT DATE FOR THE DISTRIBUTION") shall fall prior to the Expiration of the Conversion Period, one of the provisions specified in subclauses 9.3.3.1 through 9.3.3.3 hereunder shall apply, all as shall be specified by the Company in the Initial Offering Report of the Relevant Series. The Company shall publish in a detailed manner in the said Offering Report the adjustment method of the Conversion Rate and/or the Conversion Ratio due to a Distribution, if any, according to its choice of one of the following alternatives:

9.3.3.1 The Conversion Rate and/or the Conversion Ratio shall not be adjusted due to a Distribution by the Company.
9.3.3.2 As of the first day of trading of the Company's shares after the Determinant Date for the Distribution (ex dividend), the Conversion Rate of the Convertible Bonds of the Relevant Series shall be equal to the previous Conversion Rate as it shall be on the Determinant Date for the Distribution, less the net sum of the Distribution in respect of each Converted Share, but at a Conversion Rate not less than the par value of the Company's shares at that time (hereinafter: "THE ADJUSTED CONVERSION PRICE").

"THE NET SUM OF THE DISTRIBUTION PER SHARE" in this regard is the sum of the Distribution by the Company in respect of each share, after the Company deducts the income tax from individual residents of Israel who are not Material Shareholders, as this term is defined in section 88 of the Income Tax Ordinance [New Version], 5721 - 1961, in conformance with the law.

9.3.3.3 As of the first day of trading of the Company's shares after the Determinant Date for the Distribution (ex dividend), the Conversion Ratio of the Convertible Bonds in circulation shall be adjusted by multiplying it by the ratio between the rate of the Company's share on the TASE, as shall be set by the TASE as the adjusted rate for the Distribution (ex-dividend rate) and the closing rate set on the TASE for the Company's share on the Determinant Date for the Distribution. The Company shall announce the Adjusted Conversion Ratio, as stated, in an Immediate Report no later than the day on which the Company's shares shall be traded "ex dividend."
9.4 ADDITIONAL PROVISIONS PROTECTING THE HOLDERS OF THE CONVERTIBLE BONDS DURING THE CONVERSION PERIOD

The following provisions shall apply as of the publication date of the Offering Report relating to any series of the Convertible Bonds, and for as long as all of the Convertible Bonds of that series have not been converted, but, in any event, not after the Expiration of the Conversion Period relative to that series:

9.4.1 The Company shall retain a sufficient quantity of ordinary shares of NIS 0.12 par value each in its registered share capital to guarantee the allotment of all shares that are likely to derive from the conversion of all of the Convertible Bonds of that series that are in circulation from time to time, and, if necessary, shall cause the Company to increase its registered share capital accordingly.
9.4.2 If the Company shall consolidate the ordinary shares of NIS 0.12 par value each in its issued share capital into shares of a higher par value, or shall subdivide them into shares of a lesser par value, then subsequent to such an action, the number of Converted Shares that shall be allotted due to a conversion of the Convertible Bonds of that series shall be decreased or increased, as the case may be. In such instance, that stated above in clause 9.1.9 shall apply, MUTATIS MUTANDIS.
9.4.3 Holders of the Convertible Bonds of that series may peruse a copy of the Company's periodic reports and interim financial statements at the Company's registered office during regular office hours. At the written request of a holder of the Convertible Bonds of that series, the Company shall mail a copy of the aforesaid reports and statements to the bondholder.
9.4.4 Within ten (10) days of each adjustment of the Conversion Rate or of the number of Converted Shares relative to that series of Convertible Bonds, the Company shall publish an announcement in two (2) widely-circulated daily newspapers published in Israel in the Hebrew language regarding the right of the holders of the Convertible Bonds of that series to convert them into shares, and specifying the Conversion Period, the Conversion Rate and the number of Converted Shares to which a holder of the Convertible Bonds shall be entitled in respect of a conversion at that time all relative to the said series.
9.4.5 In addition to the aforesaid announcement, the Company shall publish a notification in two (2) widely-circulated daily newspapers published in Israel in the Hebrew language and shall send a written notification to the bondholders registered in the register for that series regarding the deadline for converting the Convertible Bonds of that series, with a copy to the TASE and to the Trustee of that series, no later than three (3) weeks and no earlier than four (4) weeks prior to the Expiration of the Conversion Period relative to that series. Such notification shall specify the Conversion Rate, the number of Converted Shares and the number of bonus shares to which a holder of the Convertible Bonds shall be entitled at the time of conversion within this timeframe - all relative to the said series.
9.4.6 The Company shall not distribute and shall not offer a dividend in cash or bonus shares or an offer of rights to securities of any class to the holders of the ordinary shares of NIS 0.12 par value each, unless the determinant date relative to the right to receive them shall be at least ten (10) trading days after the publication of the Company's notification regarding the Distribution or the offer of rights, as the case may be.
9.4.7 The Company shall refrain from any action, including a Distribution of bonus shares, which is liable to lead to a reduction of the Converted Share price under its par value.
9.4.8 In accordance with the TASE regulations and directives, as they are on the date of the Trust Deed, the conditions of the Convertible Bonds may not be amended in relation to any matter pertaining to the Conversion Rate and the Conversion Days, but the Company shall be allowed to amend the Conversion Period and/or the Conversion Rate provided that it is being effected within the scope of an arrangement or compromise ratified by a court, in conformity with section 350 of the Companies Act. Furthermore, in accordance with the said TASE regulations and directives, the Company may amend the Conversion Rate within the scope of a splitting proceeding of the Company or a merger proceeding of the Company, provided that the amendment shall solely include those adjustments required due to the said proceeding.

In accordance with the said TASE regulations and directives, a "splitting proceeding" in this context means - a proceeding during which the Company shall transfer shares that it is holding in another company to its shareholders, or a proceeding during which the Company shall transfer assets and liabilities to a new company founded for the purpose of the split, and the shareholders of the new company shall also be the shareholders of the company transferring the assets and liabilities, all provided that the splitting proceeding is effected under equal conditions for the shareholders of the Company. In accordance with the said TASE regulations and directives, a "merger proceeding" in this context means - a proceeding during which all of the Company's shares shall be transferred to the ownership of a new company or to the ownership of another registered company whose shares are registered for trading on the TASE, or a proceeding during which the Company shall transfer all of its assets and liabilities to another company as stated, all provided that the securities of the Company whose shares or assets shall be transferred as stated shall be deregistered from trading on the TASE and the proceeding shall be effected under equal conditions for the shareholders of the Company.

Notwithstanding that stated above, in accordance with the said TASE regulations and directives, the Company may amend the Conversion Rate, provided that it is done within the scope of an offering proceeding by way of rights in the Company or within the scope of a proceeding of a Distribution of bonus shares in the Company or within the scope of a proceeding of a Distribution of a dividend in the Company and the amendment includes only those adjustments required due to the said proceeding.

9.5 VOLUNTARY LIQUIDATION

9.5.1 In the event that a resolution is passed to voluntarily liquidate the Company, the Company shall issue written notice thereof to all holders of the Convertible Bonds in circulation at that time, which are registered in the register for the Relevant Series of Convertible Bonds, and shall publish an announcement in that regard in two (2) widely-circulated daily newspapers published in Israel in the Hebrew language. Every holder of the Convertible Bonds shall be entitled, at its discretion, to be deemed as if it exercised its conversion right in respect thereof prior to the passing of the resolution, this if the bondholder shall notify the Company in writing of this desire within three (3) months of the date of the Company's said notice.

9.5.2 In such instance, a holder of the Convertible Bonds shall be entitled to participate in the distribution of the Company's surplus assets upon liquidation (after the clearance of all of its debts) among its shareholders, this at the sum that the bondholder would have received upon liquidation of the Company had it been a shareholder of the Company prior to the passing of the liquidation resolution, due to the conversion of the Convertible Bonds in its possession, in respect whereof it issued a notice as stated to the Company, after deducting the sums of interest paid in respect of those Convertible Bonds on the date of the resolution or subsequently (excluding interest whose payment due date falls prior to the date of the resolution, even if paid on or after the resolution date); and the holder of the Convertible Bonds shall not be entitled to any payment on account thereof if the payment due date occurs after the resolution date.

10. GENERAL PROVISIONS

10.1 Sums of the Principal and interest shall be paid to any Bondholder without taking into consideration any equitable rights or any right of offset or counterclaim that exists or that might exist between the Company and the aforesaid Bondholder.
10.2 The Company shall not be obligated to record in the Register for the Relevant Series any notice regarding a trust, lien and pledge of any kind and type, or any equitable right or any other right relating to the Bondholder's ownership of the Bond.
10.3 Any party becoming entitled to the Bond as a result of bankruptcy or as a result of liquidation proceedings of the Bondholder, shall have the right, as soon as it shall present the evidence that the Company shall require from it, to be registered in the Register for the Relevant Series as the Holder of the Bond.

11. REGISTER OF THE BONDHOLDERS

Regarding the keeping of a Register of Bondholders of the Relevant Series, the provisions of clause 25 of the Trust Deed shall apply.

12. PREVENTION FROM PAYING, FOR A REASON NOT DEPENDENT UPON THE COMPANY

Regarding prevention from paying a Bondholder of a Relevant Series, for a reason not dependent upon the Company, the provisions of clause 12 of the Trust Deed shall apply.

13. TRANSFER OF THE BONDS

The Bonds are transferable in relation to the entire par value thereof, and even regarding a portion thereof, provided that it shall be in whole New Shekels. Any transfer of the Bonds (excluding a transfer being carried out by way of trading on the TASE) shall be effected according to a transfer deed in the customary version, properly signed by the registered Holder or its legal representatives and by the recipient of the transfer or its legal representatives, which shall be delivered to the Company at its registered office, attaching the Bond Certificates being transferred pursuant thereto, and any other proof that shall be required by the Company for the sake of proving the transferor's right to transfer them. If tax or any other compulsory payment shall apply to a transfer deed for the Bonds, proof of the payment thereof must be delivered to the Company to the Company's satisfaction. The provisions of the Company's Articles of Association applicable to transfers of fully paid-up shares and on the assignment thereof shall apply, MUTATIS MUTANDIS, as the case may be, on the mode of transfer of the Bonds and the assignment thereof. In the event of a transfer of only a portion of the par value of the Bonds registered in the Bond Certificate, the Bond Certificates must be split, pursuant to the provisions of clause 14 hereunder, first into the number of Bond Certificates so required, in such manner that the total sums of the par value registered therein shall be equal to the sum of the par value of the Bonds registered in the said Bond Certificate. After the fulfillment of all these conditions, the transfer shall be recorded in the Register for the Relevant Series, and the Company shall be allowed to demand that a note regarding the transfer as stated shall be recorded on the Certificate of the Bonds being transferred, which shall be delivered to the transferee, or that a new Bond Certificate shall be issued to the transferee, and all of the conditions specified in the Certificate of the Bonds being transferred shall apply to the transferee, so that, every reference to the "holder" shall be deemed to mean "the transferee" and the transferee shall be deemed the "holder" for the purposes of the Trust Deed for the Relevant Series.

14. BOND CERTIFICATES AND SPLITTING THEREOF

15. EARLY REDEMPTION.

Regarding early redemption of the Bonds, the provisions of clause 6 of the Trust Deed and clause 6 above shall apply.

16. WAIVERS, COMPROMISES AND/OR CHANGES IN THE BOND CONDITIONS

In relation to the authority of the Company and/or the Trustee to effect a waiver, compromise and changes in the conditions of the Bonds, the provisions of clause 24 of the Trust Deed shall apply.

17. ASSEMBLIES OF BONDHOLDERS

The general assemblies of the Bondholders of the Relevant Series shall convene and be conducted according to that stated in the second addendum to the Trust Deed.

18. RECEIPTS AS PROOF

Without derogating from any other of these conditions, a receipt signed by the Bondholder shall constitute proof of the full clearance of any payment made by the Company in respect of the Bond.

19. REPLACEMENT OF BOND CERTIFICATES

20. APPLICABLE LAW AND JURISDICTION

Filename: exhibit_13.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 13

AMENDMENT 2 TO THE TRUST DEED OF AUGUST 18, 2009 DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 13, 2009

BETWEEN:

SCAILEX CORPORATION LTD. Public company no. 52-003180-8 of 48 Ben-Tsiyon Galis Street, Petach-Tikva 49277 Israel (hereinafter - "THE COMPANY")

OF THE FIRST PART;

AND:

ZIV HAFT TRUST COMPANY LTD. Private company no. 51-377133-7 of 46-48 Menachem Begin Road, Tel-Aviv, Israel (hereinafter - "THE TRUSTEE")

OF THE SECOND PART;

WHEREAS on September 6, 2009, the Company and the Trustee signed an amendment ("AMENDMENT 1") to the Trust Deed of August 18, 2009, which was signed between the Company and Clal Finance Trust 2007 Ltd. ("THE FIRST TRUST DEED") in relation to a shelf prospectus published by the Company on August 21, 2009 ("THE SHELF PROSPECTUS"), whereby the Company may offer, inter alia, Series 1 Bonds of the Company ("SERIES 1 BONDS");

AND WHEREAS On September 6, 2009, the Company published a shelf offering report pursuant to the Shelf Prospectus, pursuant whereto the Company published its initial offering of Series 1 Bonds ("THE SHELF OFFERING REPORT");

AND WHEREAS due to an inadvertent clerical error, Amendment 1 and the First Addendum to Amendment 1 (the Bond Certificate), prescribed, inter alia, that the conversion rate of the Series 1 Bonds shall not be adjusted following a distribution of dividends;

AND WHEREAS the Company contacted the Trustee in order to correct the Trust Deed so that the conversion rate shall be adjusted in the event of a distribution of dividends, as specified in this Amendment ("AMENDMENT 2") hereunder;

AND WHEREAS the Trustee was convinced that the Amendment 2 does not prejudice the holders of the Series 1 Bonds;

WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

CORRECTION TO CLAUSE 3.5 OF AMENDMENT 1:

Clause 3.5 of Amendment 1 shall be corrected so that, in lieu of the referral to clause 2.16.3(c)(1) of the Shelf Prospectus, the referral shall be to clause 2.16.3(c)(2) of the Shelf Prospectus. The version of the clause subsequent to the correction shall be, therefore, as specified hereunder:

"3.5 Series 1 Bonds are convertible, subject to adjustments as specified in clauses 2.16.3(a), (b) and (c)(2) of the Shelf Prospectus."
1. CORRECTION TO CLAUSE 3 OF THE FIRST ADDENDUM TO AMENDMENT 1 SERIES 1 BOND CERTIFICATE

Clause 3 of the First Addendum to Amendment 1 - Series 1 Bond Certificate, shall be corrected to that, in lieu of the referral to clause 2.16.3(c)(1) of the Shelf Prospectus, the referral shall be to clause 2.16.3(c)(2) of the Shelf Prospectus. The version of the clause subsequent to the correction shall be, therefore, as specified hereunder:

"3. Series 1 Bonds are convertible, subject to adjustments as specified in clauses 2.16.3(a), (b) and (c)(2) of the Shelf Prospectus."

3. GENERAL

3.1 Attached is the updated version of the Series 1 Bond Certificate, which includes the aforesaid correction.

3.2 Apart from that stated above, no change occurred in the rest of the conditions of the First Trust Deed and Amendment 1, and the First Trust Deed and Amendment 1 shall continue to apply between the parties in relation to the Series 1 Bonds.
3.3 It is hereby clarified that the update of the Trust Deed, as specified in this Amendment, applies solely in connection with the Series 1 Bonds, and it in no way applies the conditions specified in this Amendment to other series of bonds that the Company has offered and/or may offer pursuant to the Shelf Prospectus.
3.4 By signing this agreement, the Trustee authorizes each of the authorized signatories of the Company to report on its behalf in the Magna network about its engagement in this agreement and its signing of it.

IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO SIGNED:

Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim --------------------------------------------- --------------------------- SCAILEX CORPORATION LTD. ZIV HAFT TRUST COMPANY LTD.

ATTORNEY'S CONFIRMATION

I, the undersigned, Yuval Eden, the attorney of Scailex Corporation Ltd., hereby confirm that this Addendum was duly signed by the authorized signatories of Scailex Corporation Ltd., Messrs. Yahel Shachar and Shachar Rachim.

/s/ Yuval Eden -------------- YUVAL EDEN, ADV.

SCAILEX CORPORATION LTD.

FIRST ADDENDUM CERTIFICATE OF SERIES 1 BONDS

Issued herewith is a Bond, which is payable in a single bullet payment in the year 2024 (but may be redeemed early, as specified hereunder), which bears annual, unlinked interest, as specified hereunder:

REGISTERED BONDS
Certificate number
Annual interest rate:%.
Par value of this Bond: NIS
The registered holder of this Bond:

THIS CERTIFICATE attests that Scailex Corporation Ltd. ("THE COMPANY") shall pay 100% of the par value of this Bond to whomever shall be the registered "holder" (as this term is defined in the conditions in the overleaf) of the Bond on the determinant date for that payment, all being subject to that specified in the conditions in the overleaf and the Trust Deed dated August 18, 2009 and the amendments thereto dated September 6, 2009 and October 13, 2009, between the Company on the one hand and Ziv Haft Trust Company Ltd. and/or any party that shall serve from time to time as a trustee of the holders of the bonds pursuant to the Trust Deed ("THE TRUSTEE" and "THE TRUST DEED," respectively).

1. This Bond bears interest at the annual interest rate specified above, which shall be paid at the appointed time, all as specified in the conditions in the overleaf.
1. This Bond shall not be linked, all as specified in the conditions in the overleaf.
1. The Series 1 Bonds shall be convertible into ordinary shares of NIS 0.12 par value each of the Company on any trading date as of the registration date of the Series 1 Bonds for trading on the Tel-Aviv Stock Exchange and until December 15, 2024, in such manner that, during the period from the registration date for trading and until September 5, 2014, every NIS 80 par value of Series 1 Bonds shall be convertible into one ordinary share of NIS 0.12 par value of the Company, and subsequently, as of September 6, 2014 and until December 15, 2024, every NIS 200 par value of Series 1 Bonds shall be convertible into one ordinary share of NIS 0.12 par value of the Company.
1. The Series 1 Bonds are convertible subject to the adjustments as specified in clauses 2.16.3 (a), (b) and (c)(2) of the Shelf Prospectus.
1. This Bond is being issued as part of Series 1 of Bonds, the conditions of which are identical to the conditions of this Bond ("THE RELEVANT SERIES"), being subject to the conditions in the overleaf and in the Trust Deed. It is hereby clarified that the provisions of the Trust Deed shall constitute an integral part of the provisions of this Bond, and shall be binding upon the Company and upon the holders of the bonds included in the aforesaid series.
1. The Bonds of the Relevant Series shall not be secured by sureties, any liens or by any other way, all as specified in the Offering Report of the Company dated September 6, 2009, under which Bonds of the Relevant Series were offered for the first time to the public ("THE INITIAL OFFERING REPORT"), and as specified hereunder in clause 4.5.
1. To the extent not prescribed otherwise in the Initial Offering Report of the Bonds of the Relevant Series, the Company shall be allowed to pledge all of its assets and/or a portion thereof, in any lien and in any other manner, in favor of any party that it shall deem fit, without any restriction, and at any ranking, including for the securing of any bonds (or any series of bonds) or other liabilities, and without the need for the consent of the Trustee and/or of the holders of the Bonds of any series. Furthermore, the Company shall be allowed to sell, lease, deliver or transfer by any other means, its property, in whole or in part, in any manner, to the favor of any party that it shall deem fit, without the need for any consent of the Trustee and/or the holders of the Bonds in any series.

8.	All of the Bonds of the Relevant Series shall be PARI PASSU, INTER SE, in
	relation to the Company's liabilities pursuant to the Bonds of this Series,
	and without any preferential or preferred right of one over the other.

			SIGNED BY THE COMPANY ON
			Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim

--------------------------------------------- SCAILEX CORPORATION LTD.

THE CONDITIONS RECORDED IN THE OVERLEAF

4. GENERAL

The following expressions shall have the following meanings in this Series 1 Bond, unless the context dictates otherwise:

"THE COMPANY" and/or

"THE ISSUER" Scailex Corporation Ltd.;

"THE TRUST DEED" or

"THE FIRST TRUST DEED" Trust deed signed between the Company and Clal Finance Trust 2007 Ltd. on August 18, 2009, including the addenda thereto, which constitute an integral part

thereof;

"THE PROSPECTUS" or

"THE SHELF PROSPECTUS" Shelf prospectus of the Company, which was published, inter alia, in respect of

the Bonds;

"SHELF OFFERING REPORT" or

"OFFERING REPORT" Shelf offering to be published pursuant to the Shelf Prospectus, in conformity with the provisions of the Securities Act, 5728 - 1968, in which Bonds of the Relevant Series shall be offered, while

determining all of the special particulars for that offering;

"REPORT OF THE INITIAL OFFERING OF THE RELEVANT

SERIES" An offering report under which Bonds of the Relevant Series shall be offered

for the first time;

"THE BONDS" or "THE BOND" Series 1 Bonds;

"THE TRUSTEE" Ziv Haft Trust Company Ltd. and/or any party that shall serve from time to time as a trustee of the Bondholders pursuant to this Deed;

"THE REGISTER FOR

THE RELEVANT SERIES" Register of the holders of the Bonds of the same series, as stated in clause 25 of the Trust Deed;

"HOLDERS OF THE BONDS" and/or "THE BONDHOLDERS"

and/or "THE HOLDERS" Any party holding the Bonds;

"THE BOND CERTIFICATE" Bond certificate of the Relevant Series, the version of which appears in the First Addendum to the Trust Deed;

"THE LAW" or "THE

SECURITIES ACT" The Securities Act, 5728 - 1968, and the

regulations instituted pursuant thereto

from time to time;

"THE COMPANIES ACT" The Companies Act, 5759 - 1999;

"PRINCIPAL" The outstanding par value of the Bonds of the Relevant Series;

"TRADING DAY" Any day on which transactions are carried

out on the Tel-Aviv Stock Exchange Ltd.;

"BUSINESS DAY" or

"BANKING BUSINESS DAY" Any day that the banks in Israel are open

for business;

"BUSINESS DAY ABROAD" Any day on which a quotation of base

"THE TASE" The Tel-Aviv Stock Exchange Ltd.;

"THE NOMINEE COMPANY" The Nominee Company of Israel Discount

Bank Ltd.;

"THE TASE CLEARING HOUSE" The clearing house of the Tel-Aviv Stock

Exchange Ltd.

This Bond is one of a Series of registered Series 1 Bonds at the inclusive nominal sum of up to NIS 4,000,000,000 for each relevant series. The Bonds in this Series shall be issued PARI PASSU, INTER SE, without any preferential or preferred right of one over the other.

1. This Bond is payable (Principal) in a number of payments, which shall be paid on each of the dates as shall be specified in the Initial Offering Report, under which the Bond shall be offered, but on not more than one date per quarter. The absence of linkage and the type of interest on the Principal of the Bond to be issued shall be specified in the Offering Report under which the Bond shall be offered for the first time. The interest rate on the Principal of the Bond shall be determined during a tender, pursuant whereto its initial offering shall be conducted. The interest on the Bond Principal shall be paid annually in two biannual payments, all as shall be specified in the Offering Report under which the Bond shall be offered for the first time. The dates and number of payments of the Principal, the absence of linkage, the type of interest, the interest rate or method for determining it, and the interest payment dates of the Bond, as shall be specified in the Offering Report under which the Bond shall be offered for the first time, shall be determined by the Company prior to the initial offering of the Bond.
1. PAYMENT DATE OF THE BOND PRINCIPAL

The principal of the Bonds, which is not linked to the consumer price index or to any other index or currency, shall be paid in a single bullet payment on December 31, 2024.

4.1 FORCED EARLY REDEMPTION OF THE SERIES 1 BONDS

The Company shall be entitled to effect a full forced early redemption of all of the Series 1 Bonds (hereinafter: "EARLY REDEMPTION OF SERIES 1"), according to the following mechanism:

4.1.1 The Company shall publish an Immediate Report by no later than August 6, 2014, with a copy to the Trustee for the Series 1 Bonds, about the resolution to effect an Early Redemption of Series 1 on September 7, 2014 (hereinafter: "THE EARLY REDEMPTION DATE OF SERIES 1"). The Company shall also publish the accrued interest up until the Early Redemption Date of Series 1 in the Immediate Report as stated.

4.1.2 On the Early Redemption Date of Series 1, the Company shall pay the sum of the Bond principal, plus the accrued interest in respect of the outstanding balance of the Series 1 Bonds up until the Early Redemption Date of Series 1.
4.1.3 The Company shall transfer the funds necessary for the purpose of the Early Redemption of Series 1 to the Nominee Company, this in conformity with the bylaws of the TASE Clearing House.
4.2 VOLUNTARY REDEMPTION BY THE HOLDERS OF THE SERIES 1 BONDS
4.2.1 NOTICE OF VOLUNTARY REDEMPTION

If the Company shall not issue an Immediate Report regarding an Early Redemption of Series 1 by August 6, 2014, as specified above in clause 3.3, the Company shall publish on that same day, i.e., on August 6, 2014, an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel about the entitlement of the holders of the Series 1 Bonds to voluntarily redeem their bonds on September 7, 2014 (hereinafter: "VOLUNTARY REDEMPTION OF SERIES 1").

During the period between August 21, 2014 and September 7, 2014, a holder of Series 1 Bonds shall not be able to effect a conversion into Company shares, in accordance with clause 4.4.1 above, and this shall also be stated in the above-mentioned Immediate Report.

4.2.2 Every holder of Series 1 Bonds, who desires to effect a Voluntary Redemption of Series 1, shall be entitled to do so by written notice (hereinafter: "VOLUNTARY REDEMPTION NOTICE"), which is to be delivered by the holder to the Company during the period between the publication of the Immediate Report as stated above in clause 3.4.1 and August 26, 2014, at the Company's registered office or at any other location specified by the Company in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.

4.2.3 The Voluntary Redemption Notice of a holder of Series 1 Bonds through TASE members shall be delivered to the TASE member through which it is holding the Bonds that it desires to redeem, which shall be delivered by it to the Company during the period between the publication date of the Immediate Report as stated above in clause 4.2.1 and August 26, 2014.
4.2.4 Pursuant to the bylaws of the TASE clearing house, the following provisions shall apply to the delivery of Voluntary Redemption Notices of Series 1:
4.2.4.1 Written notice from the TASE member must be received at the TASE Clearing House by six trading days prior to the Voluntary Redemption date of Series 1, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the Voluntary Early Redemption of Series 1 is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.

An application for a Voluntary Redemption of Series 1, which relates to a quantity of Series 1 Bonds that exceeds the quantity registered to the credit of the TASE member in the secondary account to which the application relates shall not be effected at all and shall be returned to the sending TASE member, specifying the reason for the return.

4.2.4.2 No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (1), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Series 1 Bonds in respect whereof applications for Voluntary Early Redemption were submitted, attaching the certificates of exemption from withholding tax at source.

4.2.4.3 No later than the second trading day after the day on which the Clearing House delivered a notification to the Nominee Company as specified above in subclause 4.2.4.2, the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Series 1 Bonds in respect whereof applications for Voluntary Early Redemption of Series 1 were submitted, attaching the certificates of exemption from withholding tax at source.

A Voluntary Redemption Notice of Series 1 submitted to the Company or to the TASE members may not be cancelled or changed.

4.2.5 The sum of the Voluntary Redemption of Series 1 shall be paid to the holders of the Bonds by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 4.2.4(3). In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Account at that time that the Trustee must transfer as stated above in this subclause. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption of Series 1 to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption of Series 1 as stated.

4.3 FORCED EARLY REDEMPTION OF ALL OF THE BONDS

The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be consummated by the Deadline, i.e., by March 31, 2010, it shall call the Series 1 Bonds for forced early redemption, and the following provisions shall apply.

If the Company shall not publish an Immediate Report regarding the consummation of the Partner Share Acquisition Transaction by the Deadline, the Company shall effect a full forced early redemption of all of the Series 1 Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

4.3.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not consummated, and about the effecting of an Early Redemption to the Bondholders, with a copy to the Trustee, with the determinant date for the implementation thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the implementation of the Early Redemption. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest in respect of the Bonds and the actual payment date of the interest. The Company shall also report the interest that has accrued up until the date of the Early Redemption in the Immediate Report.

4.3.2 On the date of the Early Redemption, the Company shall pay the sum of the Principal of the Bonds, with the addition of the interest that accrued in respect of the outstanding balance of the Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").
4.3.3 The sum of the Early Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 4.3.2. In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds of the Relevant Series and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the forced Early Redemption to the Nominee Company in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the forced Early Redemption as stated.

4.4 VOLUNTARY REDEMPTION

In the event that the Company shall consummate the Partner Share Acquisition Transaction by the Deadline; i.e., by March 31, 2010, without a rating for the Series 1 Bonds having been received by that date, the Holders of the Series 1 Bonds shall be entitled to an Early Redemption of the Bonds that they are holding (hereinafter: "VOLUNTARY REDEMPTION"), according to the following mechanism:

4.4.1 VOLUNTARY REDEMPTION NOTICE

On April 1, 2010, the Company shall publish an Immediate Report and an advertisement in two Hebrew-language daily newspapers circulated in Israel regarding the entitlement of Holders of the Series 1 Bonds to voluntarily redeem the Bonds on May 2, 2010.

4.4.2 It shall be possible to deliver an Early Redemption Notice as of the date that the Company shall deliver a notice as stated regarding the date for notifying of an Early Redemption, subject to that stated hereunder. A Voluntary Redemption Notice of a holder of Bonds that are registered under its name in the Register of Bondholders of the Relevant Series, must be delivered to the Company within the period from the publication date of the Immediate Report as stated above in clause 4.4.1 and April 18, 2010, at its registered office or at any other location that the Company shall so advise in the Immediate Report and/or in the advertisement in the two daily newspapers as stated above.
4.4.3 A Voluntary Redemption Notice of a Holder of Bonds through TASE members must be delivered to the TASE member through which the Bondholder is holding the Bonds that it wishes to redeem by April 18, 2010.
4.4.4 Pursuant to the bylaws of the TASE Clearing House, the following provisions shall apply to the delivery of Voluntary Redemption Notices:
4.4.4.1 Written notice from the TASE member must be received at the TASE Clearing House by six trading days prior to the Voluntary Redemption date, separately for each secondary account, in which the TASE member shall specify the quantity in respect whereof the Voluntary Early Redemption is being requested, and shall attach thereto a certificate of exemption from withholding tax at source, if any.
4.4.4.2 An application for a Voluntary Redemption, which relates to a quantity of Bonds that exceeds the quantity registered to the credit of the TASE member in the secondary account to which the application relates, shall not be effected at all and shall be returned to the sending TASE member, specifying the reason for the return.
4.4.4.3 No later than the second trading day after the day on which the TASE Clearing House received a notice as stated above from the TASE member, as specified above in subclause (a), the Clearing House shall deliver a notification to the Nominee Company of Israel Discount Bank Ltd., which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
4.4.4.4 No later than the second trading day after the day on which the Clearing House delivered a notification to the Nominee Company of Israel Discount Bank Ltd. as specified above in subclause (b), the Nominee Company shall deliver a notification to the Company, which shall specify the inclusive par value of the Bonds in respect whereof applications for Voluntary Redemption were submitted, attaching the certificates of exemption from withholding tax at source.
4.4.4.5 On the Voluntary Redemption Date, the Company shall redeem the Bonds in respect whereof Voluntary Redemption Notices were submitted, in such manner that the Holder of the said Bonds shall be entitled to receive from the Company the sum of NIS 1 in respect of each NIS 1 of Bonds that shall be redeemed by the Company on the said date, (plus the accrued and as yet unpaid interest).
4.4.4.6 A Voluntary Redemption Notice submitted to the Company or to the TASE members may not be cancelled or changed.
4.4.5 The sum of the Voluntary Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions to be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 4.4.4(e). In the event that the balance of the funds in the Escrow Account shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Account the sum equivalent to the difference between the Obligatory Value of the Bonds of the Relevant Series and the funds in the Escrow Account at that time. The Trustee and the Company shall transfer the funds required for the purpose of the Voluntary Redemption to the Nominee Company of Israel Discount Bank Ltd. in conformity with the bylaws of the TASE Clearing House. The Company shall provide any assistance to the Trustee that might be required in order to enable it to render the payment in its entirety and on time, including the timely transfer to the Trustee of details of the sums, the dates and any other detail that is required in order to effect the Voluntary Redemption as stated.
4.5 The total immediate net consideration (i.e., net of commissions) that the Company shall receive in respect of the issuance of the Series 1 Bonds shall be deposited in an escrow account, which shall be opened in one of the five major banks in Israel and shall not be transferred to the Company for its use until the conditions for the Closing of the Partner Share Acquisition Transaction as stated have been fulfilled, according to the following mechanism:
4.5.1 The Trustee shall open a bank account under its name at one of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), to which the issue coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series 1 Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNT" and "THE DEPOSIT," respectively). The Trustee shall have sole signatory rights in the Escrow Account in relation to any operation in this account, including with respect to the withdrawal of monies from this account. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Account for Series 1 is the sole responsibility of the Company, and the Trustee for Series 1 shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
4.5.2 The funds, the securities being deposited in the Escrow Account, and all of the Company's rights in the Escrow Account shall be pledged in favor of the Trustee for the Holders of the Series 1 Bonds under a first-ranking fixed lien, and, concurrent with the transfer of the Deposit to the Escrow Account, the Company shall issue the following documents to the Trustee:
4.5.2.1 an original lien registration certificate from the Registrar of Companies on the funds, the securities being deposited in the Escrow Account and all rights of the Company in the Escrow Account in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of registration of the lien, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the lien, which specifies the lien that was registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid lien. It is clarified that the lien registration certificate as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
4.5.2.2 Confirmation from the bank acknowledging that the funds, the securities being deposited in the Escrow Account and all of the Company's rights in the Escrow Account are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Account.
4.5.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposit is to guarantee the repayment of the Principal of the Series 1 Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
4.5.4 The Trustee shall operate the Deposit as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 3.5, the Trustee shall sign the order to transfer the Deposit to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of account management, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposit to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with the Trust Deed at that time. The Company shall notify the Trustee three Business Days in advance of the expected transfer date of the funds.
4.6 If all of the preconditions stated above in clause 4.3 shall be fulfilled regarding the release of all of the funds from the Escrow Account in respect of the Series of Bonds, and in the event of a Voluntary Redemption as stated above in clause 4.4, in which only a portion of the Bonds has been redeemed, and a balance remains in the Escrow Account, the Bondholders are hereby instructing the Trustee, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposit that shall be in the Escrow Account to the Company, and for this purpose, to sign all documents required for the removal of the lien on the Escrow Account and for the transfer of the funds of the Deposit to the Company. Shortly after the transfer of the funds, the Trustee shall take action to close the Escrow Account.
4.7 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the Holders of the Series 1 Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the Holders of the Series 1 Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the Holders of the Series 1 Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of the Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the Holders of the Series 1 Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed.
1. ABSENCE OF LINKAGE BASES ON THE BOND PRINCIPAL AND INTEREST

The Principal and Interest on the Bonds are not linked to the consumer price index or to any other index or currency.

1. THE INTEREST ON THE SERIES 1 BONDS
6.1 The registered Series 1 Bonds of NIS 1 par value each bear fixed annual interest at the rate of 4% per annum..
6.2 The interest shall be paid in biannual payments, on the balance of the outstanding Principal, on June 30 and on December 31 of each of the years 2010 through2024, in respect of the six-month period ending on the last day prior to every interest payment date. The first interest payment on the Series 1 Bonds shall be paid on June 30, 2010 for the period as of the day after the tender date pursuant to the Shelf Offering Report and ending on June 29, 2010, with the interest being calculated on the basis of 365 days per year, according to the number of days in the said period. The subsequent interest payments shall be calculated according to the annual interest rate divided by the number of interest payments per year.

The Company shall publish the interest rate that shall be paid in the first payment in the Immediate Report of the Results of the Issue pursuant to the Shelf Offering Report.

6.3 The Company shall pay interest as stated to whoever shall be registered in the Register as the owner of the Series A Bonds at the end of March 19 and September 18 of each year, as the case may be, just prior to the date of the interest payment.
6.4 The interest on the principal of the Bonds of the Relevant Series shall be calculated as of the first day of the first interest period. On that day, the Company shall file an Immediate Report specified the interest rate to be paid in respect of the first interest period, being calculated as state above.
6.5 The last payment of interest on the Principal of the Bonds of the Relevant Series shall be paid, together with the last payment on account of the Principal of the Bonds of the same series, this against the delivery of the Bond Certificates of that series to the Company.

If, by March 31, 2010, the Series 1 Bonds shall be rated for the first time at a rating that is lower than (A-) or A3 (hereinafter: "THE DECLINE"), then the annual interest rate that the Series of Bonds shall bear shall increase at the rate of 0.3% in respect of each rating step that is lower than an (A-) or A3 rating (hereinafter: "THE AMENDED INTEREST RATE"), this as of the issue date of the Bonds. For example: if the rating of the Series 1 Bonds shall be BBB+, then the annual interest rate that Series 1 Bonds shall bear shall increase at the rate of 0.3%. If the rating shall be lower by an additional step, then the interest rate shall increase at the rate of 0.6%, and so forth. The Company shall transfer an updated payment schedule to the Trustee with the change in the interest rate in the event of a Decline.

6.6 The Company shall publish an Immediate Report regarding the initial rating assigned to the Bonds, and if the rating shall be lower than (A-) or A3, then the Amended Interest Rate that shall be paid to the Holders of the Series 1 Bonds shall also be specified in the Immediate Report. If the announcement of the change in the rating of the Series 1 Bonds shall be published less than four (4) trading days prior to the determinant date for the interest payment (hereinafter: "THE NEXT INTEREST PAYMENT"), the payment of the additional interest resulting from the Decline shall be postponed, and shall be paid on the date of the subsequent interest payment (hereinafter: "THE SUBSEQUENT INTEREST PAYMENT"). As of the payment of the first interest after the payment of the Subsequent Interest Payment and thereafter, the interest rate shall return to the Amended Interest Rate.

7. THE PAYMENTS OF PRINCIPAL AND INTEREST OF THE BONDS

7.1 The payments on account of the interest and/or the Principal of the Bonds of the Relevant Series, which shall be offered pursuant to the Shelf Prospectus, shall be paid to the persons whose names shall be registered in the Register for that same series on the dates as shall be specified in the Initial Offering Report of that series, in conformity with the provisions of the TASE regulations as they shall be at that time ("THE DETERMINANT DATE IN THE RELEVANT Series"), except for the last payment of the Principal and interest, which shall be rendered against the delivery of the Bond Certificates of that series to the Company at the Company's registered office, or at any other location that the Company shall so instruct, no later than five (5) Business Days prior to the final payment date.

It is hereby clarified that any party that is not registered in the Register for the Relevant Series on the Determinant Date in the Relevant Series shall not be entitled to a payment of interest in respect of the interest period that began prior to that date.
7.2 In any instance whereby the payment due date on account of Principal and/or interest shall fall on a day other than a Business Day, the payment date shall be postponed until the first subsequent Business Day, without any additional payment, and "the Determinant Date" for the purpose of determining entitlement to redemption or to interest shall not change as a result.
7.3 Any payment on account of Principal and/or interest, which shall be paid in arrears that exceeds seven (7) Business Days after the payment due date according to the Bond conditions as stated, for reasons depending upon the Company, shall bear arrears interest (as this term is defined hereunder) as of the payment due date until the actual payment date. To the extent that there are a number of arrears in payments as stated, the total number of days in arrears (cumulatively) during the period that the Bond Series is in circulation, in respect whereof the Company shall not pay arrears interest, shall not exceed 21 Business Days.
7.4 In this regard, the rate of the arrears interest means the maximum interest rate that shall be in effect at that time at Bank Leumi Le-Israel Ltd. in respect of debit balances in current loan accounts or in current accounts in Israeli currency having no credit framework in effect, whichever is higher, which shall be calculated according to the number of days of the actual delay. In the event of arrears in payment as state above, the Company shall announce the interest rate, including the arrears interest as stated, in an Immediate Report two (2) trading days prior to the actual payment date.
7.5 The payment to those entitled shall be rendered by way of checks or bank transfer to the credit of the bank account of those persons whose names shall be listed in the Register for the Relevant Series, and which shall be specified in particulars to be timely delivered in writing to the Company, according to that stated in clause 5.6 hereunder. If the Company shall be unable to pay any sum to those entitled thereto, for a reason not dependent upon the Company, the provisions of clause 12 of the Trust Deed shall apply.
7.6 A Holder of the Bonds of the Relevant Series shall notify the Company of the bank account details for crediting payments to that Holder according to the Bonds of that Series as stated above, or about any change in the said account details or in its address, as the case may be, by written notice sent by registered mail to the Company. The Company shall be required to act according to the Holder's notice regarding a change as stated, once fifteen (15) Business Days have elapsed since the arrival of the Holder's notice to the Company.
7.7 If a Bondholder entitled to a payment as stated did not deliver details about its bank account in timely fashion to the Company, any payment on account of the Principal and the interest shall be rendered by check, which shall be sent by registered mail to its last address registered in the Register for the Relevant Series. The mailing of a check to an entitled Bondholder by registered mail as stated shall be deemed, for all intents and purposes, to be payment of the sum quoted therein on the date of its dispatch at the post office, provided that, upon proper presentation for collection, it shall be paid.
7.8 Any compulsory payment, to the extent required by law, shall be deducted from any payment in respect of the Bonds of the Relevant Series.

8. SURETY

The Series 1 Bonds shall not be secured by any surety or lient, with the exception of that stated above in clause 4.5.

1. CONVERSION RIGHT OF THE SERIES 1 BONDS ("THE CONVERTIBLE BONDS")
9.1 THE CONVERSION TERMS
9.1.1 On any trading day as of the date that each of the series of Convertible Bonds are registered for the first time for trading on the TASE and until a number of days prior to the end of the period of the Bonds of that series, in accordance with the TASE directives as they shall be on the date of the Initial Offering Report of that series, and as shall be specified in the said Offering Report ("THE CONVERSION PERIOD," and any trading day as stated shall be called hereinafter: "THE CONVERSION DAY," and the last day of the Conversion Period shall be called hereinafter: "THE EXPIRATION OF THE CONVERSION PERIOD"), with the exception of a number of days prior to the determinant date for a partial redemption, in accordance with the TASE regulations and directives as they shall be on the date of the said Offering Report and until the execution date of the partial redemption, the balance of the Principal of the Convertible Bonds of that series that are in circulation at that time shall be convertible into registered fully-paid up ordinary shares of NIS 0.12 par value each of the Company ("THE CONVERTED SHARES") according to a conversion rate that shall not diminish from the par value of ordinary shares of the Company on the date of the said Offering Report ("THE CONVERSION RATE"), subject to adjustments as specified hereunder, and in the manner and under the conditions as shall be specified in the said Offering Report.
9.1.2 Any holder of the Convertible Bonds of any series desiring to convert the balance of the par value of the Principal of the Convertible Bonds of that series that it is holding into Converted Shares ("THE CONVERTER") shall submit a written application, on a form to the determined by the Company, either directly to the Company at its registered office (in the instance whereby those Bonds are registered under the Converter's name in the register of that series), or through the TASE member (in the instance whereby those Bonds are being held by the Converter through that TASE member) on the Conversion Days, and, in any event, until the Expiration of the Conversion Period relative to that series, and attaching the Certificates of the Convertible Bonds relating to the application ("THE CONVERSION NOTICE").
9.1.3 The conversion of the balance of the par value of the Principal of a number of Convertible Bonds from the same series that are registered under the name of the same Holder may be applied for in a single Conversion Notice, and, in such instance, all of the Certificates of the Convertible Bonds relating to that Conversion Notice must be attached thereto.
9.1.4 In the event of conversion of the Convertible Bonds into shares in accordance with this clause in relation to only a portion of the total par value of the Convertible Bonds registered in a single Bond Certificate, the Convertible Bond Certificates must first be split into the number of Bond Certificates necessary for that purpose so that the total of the sums of the par value of the Bonds registered therein shall be equal to the total par value of the Bond Certificate that shall be split as stated.
9.1.5 The Conversion Notice forms may be obtained at the registered office of the Company and at any other location that the Company shall so notify.
9.1.6 The Converter shall sign any document at any time that shall be required by law and according to the Company's instructions for the purpose of the allotment of the Converted Shares. The conversion date shall be deemed the day on which the Company receives a Conversion Notice directly from the Converter (in respect of Bonds directly held) or the day on which the TASE Clearing House receives a notice from the TASE member of conversion of the Convertible Bonds (in respect of Bonds held through the Nominee Company), which fulfills all conditions specified above, as the case may be ("THE CONVERSION DATE").
9.1.7 If the Converter does not fulfill all conditions for conversion of the Convertible Bonds in their entirety, the Conversion Notice shall be deemed null and void, and the Certificates of the Convertible Bonds that were attached to that Conversion Notice shall be returned to the applicant.
9.1.8 A Conversion Notice submitted to the Company cannot be cancelled or changed.
9.1.9 The Converter shall not be entitled to allot a portion of one Converted Share; however, all fractions of Converted Shares that shall be created at the time of conversion, if any, shall be sold on the TASE by a trustee to be appointed for this purpose by the Company, within thirty (30) days after these fractions accumulated into whole shares at an acceptable quantity for sale on the TASE, considering the costs involved therein, and the net proceeds from the sale thereof shall be divided among those entitled accordingly, within fifteen (15) days of the date of the sale. A check shall not be sent to a single entitled Converter as stated for a sum that is less than NIS 50; such sum may be collected from the Company's offices during regular workdays and office hours. An entitled Converter as stated, who shall not come to the Company's offices to collect such sum within twelve (12) months of the date of the sale, shall lose its right to this sum.
9.1.10 Converted Shares shall vest the owners thereof with all rights to participate in all dividends and other distributions, with the date that determines the right to receive them being the Conversion Date or thereafter; Converted Shares shall have equal rights, in all aspects, to the ordinary shares of NIS 0.12 par value existing in the Company's share capital at that time.
9.1.11 The Convertible Bonds that were converted shall be removed from circulation on their Conversion Date and shall be completely nullified, retroactively to the Conversion Date, as of the allotment date of the Converted Shares in respect thereof, and shall not vest any right to any interest whatsoever after the last interest payment date, when the determinant date in respect thereof falls prior to the Conversion Date.
9.1.12 Any portion of the Convertible Bonds from any series that shall not be converted by the Expiration of the Conversion Period relative to that series shall no longer vest any right whatsoever to the Bondholder to convert it into Converted Shares, and the conversion right in respect thereof shall be null and void as of that date.

9.2 CONVERSION TIMETABLES

By bylaws of the TASE Clearing House, as they shall be on the actual Conversion Day, shall apply to conversions of the Convertible Bonds.

9.3 PROVISIONS PROTECTING HOLDERS OF CONVERTIBLE BONDS DURING THE CONVERSION PERIOD

9.3.1 DISTRIBUTION OF BONUS SHARES

9.3.1.1 Subsequent to the date determining the entitlement to participate in the said distribution, the number of Converted Shares to which a holder of the Convertible Bonds of that series shall be entitled upon the conversion thereof shall increase, by adding the number of shares to which the said holder would have been entitled as bonus shares had he converted its Convertible Bonds immediately prior to the said determinant date.
9.3.1.2 A holder of the Convertible Bonds shall not be entitled to allot a portion of a bonus share according to that stated above; however, all fractions of bonus shares that shall be created at the time of the allotment and that shall accumulate into whole shares shall be sold on the TASE by a trustee to be appointed for this purpose by the Company, within thirty (30) days of the said allotment date, and the net proceeds (after deducting selling expenses and compulsory payments and levies) shall be divided among those entitled within fifteen (15) days of the date of the sale. A check shall not be sent to a single entitled holder for a sum that is less than NIS 50; such sum may be collected from the Company's offices during regular workdays and office hours. An entitled holder as stated, who shall not come to the Company's offices to collect such sum within twelve (12) months of the date of the sale, shall lose its right to this sum.
9.3.1.3 Subject to that stated in the TASE regulations and directives, the adjustment method may not be amended.

9.3.2 RIGHTS ISSUE

9.3.3 ADJUSTMENT IN RESPECT OF A DIVIDEND DISTRIBUTION

9.3.3.1 The Conversion Rate and/or the Conversion Ratio shall not be adjusted due to a Distribution by the Company.
9.3.3.2 As of the first day of trading of the Company's shares after the Determinant Date for the Distribution (ex dividend), the Conversion Rate of the Convertible Bonds of the Relevant Series shall be equal to the previous Conversion Rate as it shall be on the Determinant Date for the Distribution, less the net sum of the Distribution in respect of each Converted Share, but at a Conversion Rate not less than the par value of the Company's shares at that time (hereinafter: "THE ADJUSTED CONVERSION PRICE").

9.3.3.3 As of the first day of trading of the Company's shares after the Determinant Date for the Distribution (ex dividend), the Conversion Ratio of the Convertible Bonds in circulation shall be adjusted by multiplying it by the ratio between the rate of the Company's share on the TASE, as shall be set by the TASE as the adjusted rate for the Distribution (ex-dividend rate) and the closing rate set on the TASE for the Company's share on the Determinant Date for the Distribution. The Company shall announce the Adjusted Conversion Ratio, as stated, in an Immediate Report no later than the day on which the Company's shares shall be traded "ex dividend."
9.4 ADDITIONAL PROVISIONS PROTECTING THE HOLDERS OF THE CONVERTIBLE BONDS DURING THE CONVERSION PERIOD

9.4.1 The Company shall retain a sufficient quantity of ordinary shares of NIS 0.12 par value each in its registered share capital to guarantee the allotment of all shares that are likely to derive from the conversion of all of the Convertible Bonds of that series that are in circulation from time to time, and, if necessary, shall cause the Company to increase its registered share capital accordingly.
9.4.2 If the Company shall consolidate the ordinary shares of NIS 0.12 par value each in its issued share capital into shares of a higher par value, or shall subdivide them into shares of a lesser par value, then subsequent to such an action, the number of Converted Shares that shall be allotted due to a conversion of the Convertible Bonds of that series shall be decreased or increased, as the case may be. In such instance, that stated above in clause 9.1.9 shall apply, MUTATIS MUTANDIS.
9.4.3 Holders of the Convertible Bonds of that series may peruse a copy of the Company's periodic reports and interim financial statements at the Company's registered office during regular office hours. At the written request of a holder of the Convertible Bonds of that series, the Company shall mail a copy of the aforesaid reports and statements to the bondholder.
9.4.4 Within ten (10) days of each adjustment of the Conversion Rate or of the number of Converted Shares relative to that series of Convertible Bonds, the Company shall publish an announcement in two (2) widely-circulated daily newspapers published in Israel in the Hebrew language regarding the right of the holders of the Convertible Bonds of that series to convert them into shares, and specifying the Conversion Period, the Conversion Rate and the number of Converted Shares to which a holder of the Convertible Bonds shall be entitled in respect of a conversion at that time all relative to the said series.
9.4.5 In addition to the aforesaid announcement, the Company shall publish a notification in two (2) widely-circulated daily newspapers published in Israel in the Hebrew language and shall send a written notification to the bondholders registered in the register for that series regarding the deadline for converting the Convertible Bonds of that series, with a copy to the TASE and to the Trustee of that series, no later than three (3) weeks and no earlier than four (4) weeks prior to the Expiration of the Conversion Period relative to that series. Such notification shall specify the Conversion Rate, the number of Converted Shares and the number of bonus shares to which a holder of the Convertible Bonds shall be entitled at the time of conversion within this timeframe - all relative to the said series.
9.4.6 The Company shall not distribute and shall not offer a dividend in cash or bonus shares or an offer of rights to securities of any class to the holders of the ordinary shares of NIS 0.12 par value each, unless the determinant date relative to the right to receive them shall be at least ten (10) trading days after the publication of the Company's notification regarding the Distribution or the offer of rights, as the case may be.
9.4.7 The Company shall refrain from any action, including a Distribution of bonus shares, which is liable to lead to a reduction of the Converted Share price under its par value.
9.4.8 In accordance with the TASE regulations and directives, as they are on the date of the Trust Deed, the conditions of the Convertible Bonds may not be amended in relation to any matter pertaining to the Conversion Rate and the Conversion Days, but the Company shall be allowed to amend the Conversion Period and/or the Conversion Rate provided that it is being effected within the scope of an arrangement or compromise ratified by a court, in conformity with section 350 of the Companies Act. Furthermore, in accordance with the said TASE regulations and directives, the Company may amend the Conversion Rate within the scope of a splitting proceeding of the Company or a merger proceeding of the Company, provided that the amendment shall solely include those adjustments required due to the said proceeding.

9.5 VOLUNTARY LIQUIDATION

9.5.1 In the event that a resolution is passed to voluntarily liquidate the Company, the Company shall issue written notice thereof to all holders of the Convertible Bonds in circulation at that time, which are registered in the register for the Relevant Series of Convertible Bonds, and shall publish an announcement in that regard in two (2) widely-circulated daily newspapers published in Israel in the Hebrew language. Every holder of the Convertible Bonds shall be entitled, at its discretion, to be deemed as if it exercised its conversion right in respect thereof prior to the passing of the resolution, this if the bondholder shall notify the Company in writing of this desire within three (3) months of the date of the Company's said notice.
9.5.2 In such instance, a holder of the Convertible Bonds shall be entitled to participate in the distribution of the Company's surplus assets upon liquidation (after the clearance of all of its debts) among its shareholders, this at the sum that the bondholder would have received upon liquidation of the Company had it been a shareholder of the Company prior to the passing of the liquidation resolution, due to the conversion of the Convertible Bonds in its possession, in respect whereof it issued a notice as stated to the Company, after deducting the sums of interest paid in respect of those Convertible Bonds on the date of the resolution or subsequently (excluding interest whose payment due date falls prior to the date of the resolution, even if paid on or after the resolution date); and the holder of the Convertible Bonds shall not be entitled to any payment on account thereof if the payment due date occurs after the resolution date.

10. GENERAL PROVISIONS

10.1 Sums of the Principal and interest shall be paid to any Bondholder without taking into consideration any equitable rights or any right of offset or counterclaim that exists or that might exist between the Company and the aforesaid Bondholder.
10.2 The Company shall not be obligated to record in the Register for the Relevant Series any notice regarding a trust, lien and pledge of any kind and type, or any equitable right or any other right relating to the Bondholder's ownership of the Bond.
10.3 Any party becoming entitled to the Bond as a result of bankruptcy or as a result of liquidation proceedings of the Bondholder, shall have the right, as soon as it shall present the evidence that the Company shall require from it, to be registered in the Register for the Relevant Series as the Holder of the Bond.

11. REGISTER OF THE BONDHOLDERS

Regarding the keeping of a Register of Bondholders of the Relevant Series, the provisions of clause 25 of the Trust Deed shall apply.

PREVENTION FROM PAYING, FOR A REASON NOT DEPENDENT UPON THE COMPANY

Regarding prevention from paying a Bondholder of a Relevant Series, for a reason not dependent upon the Company, the provisions of clause 12 of the Trust Deed shall apply.

13. TRANSFER OF THE BONDS

The Bonds are transferable in relation to the entire par value thereof, and even regarding a portion thereof, provided that it shall be in whole New Shekels. Any transfer of the Bonds (excluding a transfer being carried out by way of trading on the TASE) shall be effected according to a transfer deed in the customary version, properly signed by the registered Holder or its legal representatives and by the recipient of the transfer or its legal representatives, which shall be delivered to the Company at its registered office, attaching the Bond Certificates being transferred pursuant thereto, and any other proof that shall be required by the Company for the sake of proving the transferor's right to transfer them. If tax or any other compulsory payment shall apply to a transfer deed for the Bonds, proof of the payment thereof must be delivered to the Company to the Company's satisfaction. The provisions of the Company's Articles of Association applicable to transfers of fully paid-up shares and the assignment thereof shall apply, MUTATIS MUTANDIS, as the case may be, on the mode of transfer of the Bonds and the assignment thereof. In the event of a transfer of only a portion of the par value of the Bonds registered in the Bond Certificate, the Bond Certificates must be split, pursuant to the provisions of clause 14 hereunder, first into the number of Bond Certificates so required, in such manner that the total sums of the par value registered therein shall be equal to the sum of the par value of the Bonds registered in the said Bond Certificate. After the fulfillment of all these conditions, the transfer shall be recorded in the Register for the Relevant Series, and the Company shall be allowed to demand that a note regarding the transfer as stated shall be recorded on the Certificate of the Bonds being transferred, which shall be delivered to the transferee, or that a new Bond Certificate shall be issued to the transferee, and all of the conditions specified in the Certificate of the Bonds being transferred shall apply to the transferee, so that, every reference to the "holder" shall be deemed to mean "the transferee" and the transferee shall be deemed the "holder" for the purposes of the Trust Deed for the Relevant Series.

14. BOND CERTIFICATES AND SPLITTING THEREOF

15. EARLY REDEMPTION.

Regarding early redemption of the Bonds, the provisions of clause 6 of the Trust Deed and clause 6 above shall apply.

16. WAIVERS, COMPROMISES AND/OR CHANGES IN THE BOND CONDITIONS

In relation to the authority of the Company and/or the Trustee to effect a waiver, compromise and changes in the conditions of the Bonds, the provisions of clause 24 of the Trust Deed shall apply.

17. ASSEMBLIES OF BONDHOLDERS

The general assemblies of the Bondholders of the Relevant Series shall convene and be conducted according to that stated in the Second Addendum to the Trust Deed.

18. RECEIPTS AS PROOF

Without derogating from any other of these conditions, a receipt signed by the Bondholder shall constitute proof of the full clearance of any payment made by the Company in respect of the Bond.

19. REPLACEMENT OF BOND CERTIFICATES

20. APPLICABLE LAW AND JURISDICTION

Filename: exhibit_14.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 14

TRUST DEED DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 14, 2009

BETWEEN:

SCAILEX CORPORATION LTD. Public company no. 52-003180-8 of 48 Ben-Tsiyon Galis Street, Petach-Tikva 49277 Israel (hereinafter - "THE COMPANY")

OF THE FIRST PART;

AND:

CLAL FINANCE TRUST 2007 LTD. Private company no. 51-404642-4 of 37 Menachem Begin Road, Tel-Aviv, Israel (hereinafter - "THE TRUSTEE")

OF THE SECOND PART;

WHEREAS on August 18, 2009, the Company and the Trustee signed a Trust

Deed ("THE FIRST TRUST DEED") in relation to a shelf prospectus published by the Company on August 21, 2009 ("THE SHELF PROSPECTUS") under which the Company may issue, inter alia,

Series D Bonds of the Company ("SERIES D BONDS");

AND WHEREAS the Company intends to publish a shelf offering report pursuant

to the Shelf Prospectus, under which, inter alia, the Company shall offer Series D Bonds for the first time ("THE SHELF

OFFERING REPORT");

AND WHEREAS the parties desire to supplement the particulars of the Series D

Bonds with concrete conditions of the Series D Bonds, as shall be expressed in the Shelf Offering Report that the Company shall publish, and as specified hereunder, and to prescribe additions and amendments that shall apply to the First Trust Deed, solely in relation to the Series D Bonds, as specified hereunder in this

Deed;

AND WHEREAS a rating has been assigned to the Series D Bonds by a rating

company;

WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

1. GENERAL

1.1 The provisions of the First Trust Deed, which is attached as APPENDIX A to this Deed, constitute an integral part of this Deed, and they shall apply to the relations between the parties and in relation to the Series D Bonds. It is hereby clarified that, to the extent that additional series shall be issued pursuant to the Shelf Prospectus, the provisions of this Deed and the additions and/or amendments to the First Trust Deed as specified hereunder, shall not apply to the additional series.
1.2 All of the provisions of the First Trust Deed shall remain in effect, unless otherwise expressly stated in this Deed.
1.3 In the event of a contradiction between the provisions of this Deed and the provisions of the First Trust Deed, the provisions of this Deed shall prevail.
1. THE FOLLOWING AMENDMENTS SHALL APPLY TO THE FIRST TRUST DEED, SOLELY IN RELATION TO THE SERIES D BONDS:
2.1 A NEW CLAUSE 6.3 SHALL BE ADDED, AS FOLLOWS:

"6.3 In addition to and in accordance with that stated above in clause 6.2, the Company undertakes that if the transaction for the acquisition of shares of Partner Communications Ltd. (hereinafter: "PARTNER") from Advent Investments Pte Ltd. (hereinafter: "ADVENT"), a Singapore corporation controlled by Hutchison Telecommunications International Limited, by the Company in accordance with the agreement dated August 12, 2009 (hereinafter: "THE PARTNER SHARE ACQUISITION Transaction") shall not be closed by March 31, 2010 (hereinafter: "THE DEADLINE"), it shall call all of the Bonds for a forced early redemption, and the provisions as specified hereunder shall apply. The Partner Share Acquisition Transaction was reported by the Company in the Company's Immediate Reports of August 12, 2009 (reference no.: 2009-01-194286), of August 13, 2009 (reference no.: 2009-01-195681), of August 23, 2009 (reference no.: 2009-01-204756) and of September 21, 2009 (reference no.: 2009-01-236556). In this regard - "Closing of the Partner Share Acquisition Transaction" - means a transfer of shares representing at least 36% of Partner's issued and paid-up share capital to the Company's ownership.

The entire immediate net proceeds (i.e., net of commissions) that the Company shall receive in respect of the issue of the Series D Bonds shall be deposited in an escrow account that shall be opened in one of the five major banks in Israel, and shall not be transferred to the Company for its use until the conditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction, as stated, in accordance with the following mechanism:

6.3.1 The Trustee shall open bank accounts under its name at one or more of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), to which the Issue Coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series D Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNTS" and "THE DEPOSITS," respectively). The Trustee shall have sole signatory rights in the Escrow Accounts in relation to any operation in these accounts, including with respect to the withdrawal of monies from these accounts. The Trustee shall be allowed, but not obligated, to transfer, at the request of the Company, the monies and securities deposited in an Escrow Account at one bank to an Escrow Account at another bank as stated. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Accounts for Series D is the sole responsibility of the Company, and the Trustee for Series D shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.

6.3.2 The funds, the securities being deposited in the Escrow Accounts, and all of the Company's rights in the Escrow Accounts shall be pledged in favor of the Trustee for the holders of the Series D Bonds under a sole first-ranking fixed lien, and, concurrent with the transfer of the Deposits to the Escrow Accounts, the Company shall issue the following documents to the Trustee:
6.3.2.1 original lien registration certificates from the Registrar of Companies on the funds, the securities being deposited in the Escrow Accounts and all rights of the Company in the Escrow Accounts in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of the registration of the liens, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the liens, which specifies the liens registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid liens. It is clarified that the lien registration certificates as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
6.3.2.2 confirmation from the banks at which the Escrow Accounts were opened acknowledging that the funds, the securities being deposited in the Escrow Accounts and all of the Company's rights in the Escrow Accounts are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Accounts.
6.3.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposits is to guarantee the repayment of the Principal of the Series D Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
6.3.4 The Trustee shall operate the Deposit as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 3.5, the Trustee shall sign an order to transfer the Deposits to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of management of the Accounts, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposits to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with this Trust Deed at that time. The Company shall notify the Trustee three Business Days in advance of the expected transfer date of the funds.

6.3.5 FORCED EARLY REDEMPTION OF ALL OF THE BONDS

The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be closed by the Deadline, i.e., by March 31, 2010, it shall call the Bonds for forced early redemption, and the following provisions shall apply.

If the Company shall not publish an Immediate Report regarding the Closing of the Partner Share Acquisition Transaction by the Deadline, the Company shall effect a full forced early redemption of all of the Series D Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

6.3.5.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the holders of the Series D Bonds, with a copy to the Trustee, with the determinant date for the implementation thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the implementation of the Early Redemption. In other words, the Company shall publish an Immediate Report, which includes a notice that the Early Redemption will be executed, and which specifies the execution date of the Early Redemption, a date which shall occur no earlier than 30 days and no later than 45 days after the publication date of the said Immediate Report. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest in respect of the Series D Bonds and the actual payment date of the interest. The Company shall also report the interest that accrued up until the date of the Early Redemption in the Immediate Report.
6.3.5.2 On the date of the Early Redemption, the Company shall pay the sum of the principal of the Series D Bonds, plus the accrued interest and linkage differentials in respect of the outstanding balance of the Series D Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").

The sum of the Early Redemption shall be paid to the holders of the Bonds by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Accounts, according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 6.3.5(b). In the event that the balance of the funds in the Escrow Accounts shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Accounts the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Accounts at that time.

6.3.6 If all of the preconditions stated above in clause 6.3.4 shall be fulfilled regarding the release of all of the funds from the Escrow Accounts in respect of the Series D Bonds, the holders of the Series D Bonds are hereby instructing the Trustee for Series D, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposits to the Company, and for this purpose, to sign all documents required for the removal of the liens on the Escrow Accounts and for the transfer of the funds of the Deposits to the Company. Shortly after the transfer of the funds as stated, the Trustee shall take action to close the Escrow Accounts.
6.3.7 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the holders of the Series D Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the holders of the Series D Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the holders of the Series D Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the holders of the Series D Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed."

2.2 THE FOLLOWING PARAGRAPH SHALL BE ADDED UNDER CLAUSE 4 OF THE FIRST TRUST DEED:

"The Company also undertakes that it shall distribute dividends, as long as Series D Bonds are in circulation, solely out the profits suitable for distribution that accrued during the four (4) quarters that preceded the dividend distribution date.

Furthermore, the Company undertakes that even should it cease to be a reporting corporation, as this term is defined in the Securities Act, the Company shall prepare and issue interim and annual financial statements to the Trustee and in the format compulsory for public companies at that time."

2.3 Under subclause 7.1.1 of the First Trust Deed the words "forty-five (45) days" and be replaced by "thirty (30) days."
2.4 In subclauses 7.1.2, 7.1.3 and 7.1.4 of the First Trust Deed, every reference to "ninety (90) Business Days" shall be replaced by "forty-five (45) Business Days."
2.5 In subclause 7.1.5 of the First Trust Deed, after the words "or shall notify of its intention to stop paying its debts" shall be added "or should there be a substantive concern that the Company shall cease to pay its debts."
2.6 IN CLAUSE NUMBER 7 OF THE FIRST TRUST DEED (IMMEDIATE PAYMENT), THE FOLLOWING CHANGE AND ADDITION SHALL BE MADE IN RELATION TO THE CAUSES FOR CALLING SOLELY THE SERIES D BONDS FOR IMMEDIATE PAYMENT:

Causes for calling the Series D Bonds for immediate payment shall be added, as follows:

"7.1.8 if the Series D Bonds shall cease to be rated by a rating company, to the extent that they are rated. To dispel any doubt, it is clarified that if the Series D Bonds shall be rated by a number of rating companies, for the purposes of this clause, "cease to be rated" means cessation of rating by all of the rating companies. The Company undertakes that, to the extent that the matter is under its control, it shall take action so that the Series D Bonds shall at all times be under monitoring watch by a rating company until the end of the period of the Series D Bonds.

7.1.9. if the Company's holding ratio of Partner shall fall below 26% of Partner's issued and paid-up share capital.
7.1.10 if the Company shall not publish financial statements by the end of 45 days after the date prescribed for doing so in the Securities Act and in the regulations pursuant thereto.
7.1.11 if the Company shall cease to be a reporting corporation.
7.1.12 if the Company shall effect material real investments; i.e., long-term investments (other than financial investments) in assets and corporations other than in the communications sector before 24 months have elapsed since the issue date of the Series D Bonds. For the purposes of this clause "material' means more than 20% of the Company's total balance sheet according to the Company's consolidated financial statements for the quarter preceding the quarter in which the investment was effected."
2.7 Clause 7.2.7 of the First Trust Deed shall be deleted in its entirety.
2.8 The following sentence shall be added to clause 19.4 of the First Trust Deed: "It is hereby clarified that examination of the Company's meeting of its liabilities in relation to the distribution of a dividend, as stated above in clause 4, and in relation to transactions constituting a cause for immediate payment, as stated above in clause 7.1.12, shall be deemed special assignments."
2.9 CLAUSE 20.1 OF THE FIRST TRUST DEED SHALL BE REPLACED BY AN AMENDED CLAUSE 20.1 AS FOLLOWS:
"20.1 The Trustee shall be allowed to deposit all of the bills and documents that testify, represent and/or determine its right in relation to any asset held at that time in its possession, in a safe and/or in any other place to be chosen by it, in any of the five major banks in Israel."
2.10 SUBCLAUSES SHALL BE ADDED TO CLAUSE 20 OF THE FIRST TRUST DEED, AS FOLLOWS:
"20.7 Within the scope of its trusteeship, the Trustee may rely on any written document, including a letter of instructions, notification, application, consent or confirmation, which appears to have been signed or issued by any person or body that the Trustee believes in good faith to have been signed or issued by it.
20.8 The Company and the holders of the Series D Bonds hereby release the Trustee in a final and absolute release from any liability for any damage and/or loss and/or expense that might be caused to them and/or that they might be required to bear due to any act and/or omission of the Trustee, including as a result of an error in judgment, a fault that occurred during a transfer of funds or a failure to transfer funds to the Nominee Company in their entirety and on time according to the Company's instructions, all according to the provisions of this Deed and/or according to any other instruction that shall be duly received by the Trustee from them, and by virtue of the powers granted to the Trustee pursuant thereto.
20.9 Any release from liability being issued to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the release is being given, being performed with BONA FIDES and provided that it has not been committed with negligence and in a breach of a fiduciary duty or with MALA FIDES."
2.11 CLAUSE 21 OF THE FIRST TRUST DEED SHALL BE REPLACED BY AN AMENDED CLAUSE 21 AS FOLLOWS:

2.12 THE FOLLOWING AMENDMENTS SHALL BE MADE IN CLAUSE 22 OF THE FIRST TRUST DEED:
a) The first paragraph of subclause 22.1 shall be replaced with a new subclause as follows:

"The Trustee shall be entitled to indemnification from the Company, including in advance, and, if it shall not be indemnified by the Company within a reasonable length of time after the Trustee's demand to the Company to do so, from the holders of the Bonds, this in respect of any damage and/or loss and/or reasonable expenses that were incurred and/or that shall be incurred and reasonable costs that it bore or shall be required to bear in relation to operations that it performed or is required to perform by virtue of its duty pursuant to the conditions of this Deed, and/or by law and/or order of a competent authority and/or any statute and/or pursuant to a lawful demand from the holders of the Bonds and/or pursuant to a lawful demand from the Company."

b) Under clause 22.3, after the words "indemnification concerning undertakings that they assumed," the following words shall be added: "damage and/or loss that they bore within the framework of the trusteeship or in relation thereto."

c) Subclause 22.6 shall be added, as follows: "any indemnity that shall be given to the Trustee pursuant to the provisions of this Deed is contingent upon the act (or omission) of the Trustee, including an exercise of its judgment, in relation to which the indemnity is being given, being performed with BONA FIDES and provided that it has not been committed with negligence and in a breach of a fiduciary duty or with MALA FIDES."
2.13 Under subclause 24.1.1 of the First Trust Deed, the words "materially" shall be deleted.
2.14 A NEW CLAUSE 26.4 SHALL BE ADDED TO THE FIRST TRUST DEED, WORDED AS FOLLOWS:
"26.4 Notwithstanding that stated above, in the event that the Trustee shall be replaced, the identity of the new trustee is subject to the prior written approval of the Minister of Communications."
2.15 SUBCLAUSES SHALL BE ADDED TO CLAUSE 28 OF THE FIRST TRUST DEED (REPORTING TO THE TRUSTEE), AS SPECIFIED HEREUNDER:
"28.6 The Company shall notify the Trustee about any change in the rating of the Series D Bonds by a rating company no later than two (2) Business Days after having received written notice at its registered office from the rating company about the rating change as stated. For the purpose of this clause 28.6, a notice from the rating company, as shall be published in an immediate report in "Magna," shall constitute notice to the Trustee and to the holders of the Series D Bonds pursuant to the conditions of this clause, and the Company shall be released from issuing a written notice to the Trustee as stated.
28.7 On December 31 of each year, and for as long as this Deed is in effect: a confirmation signed by the senior officeholder for financial affairs in the Company regarding the execution of payments of interest and/or payment on account of the principal, in relation to the Series D Bonds, when the payment due date thereof occurred prior to the date of the confirmation, and the payment date, as well as the balance of the par value of the Series D Bonds that are still in circulation on the determinant date for the payment.
28.8 A copy of any document that the Company forwards to its shareholders or to the Bondholders, and particulars of any information that the Company forwards to them in any other fashion, and any additional information, at the reasonable request of the Trustee.
28.9 Any explanation, document, calculation or information pertaining to the Company, its businesses and/or assets, within a reasonable length of time, to the Trustee and/or to those people that it shall so instruct, which shall be reasonably required, at the Trustee's discretion, for the sake of examinations being conducted by the Trustee for the purpose of protecting the Bondholders.
28.10 Immediate notice, upon the Company becoming informed of any instance whereby an attachment is imposed on its assets, in whole or in part, as well as in any instance whereby a receiver shall be appointed for its assets, in whole or in part, as well as to immediately institute all reasonable measures, at its expense, that are necessary in order to remove such attachment or receiver.
28.11 Notification, within 7 Business Days of the publication of the Company's quarterly financial statements during the 24 months subsequent to the issuance of the Series D Bonds, of the fact that no material real investments were executed, as stated above in clause 7.1.12.
28.12 Two Business Days after the publication date of an Immediate Report containing a declaration of the distribution of a dividend, the Company shall deliver an accountant's confirmation to the Trustee that the said distribution of the dividend complies with the Company's undertakings as stated above in clause 4."
1. IN ADDITION TO THAT STATED ABOVE, THE SERIES D BONDS, INCLUDING THE CONDITIONS IN THE OVERLEAF, SHALL INCLUDE THE FOLLOWING CONCRETE DETAILS:
3.1 Registered Series D Bonds of NIS 1 par value each. The Principal of the Series D Bonds, which is linked to the consumer price index in respect of the month of August 2009, as published on September 15, 2009, shall be paid in four annual payments on October 30 of each of the years 2012 through 2015 (inclusively). The first payment of the principal shall be paid on October 30, 2012 and the last payment of the principal shall be paid on October 30, 2015.
3.2 The Series D Bonds bear annual interest at the rate to be determined in the tender (which shall not exceed 6.2% per annum). The interest on the Series D Bonds shall be paid in biannual payments, on the balance of the outstanding principal, on April 30 and on October 30 of each of the years 2010 through 2015 (inclusively), in respect of the six-month period ending on the last day prior to every interest payment date. The first interest payment on the Series D Bonds shall be paid on April 30, 2010 for the period as of the day after the tender date pursuant to the Shelf Offering Report and ending on April 29, 2010 and shall be calculated on the basis of 365 days per year, according to the number of days in the said period. Subsequent interest payments shall be at the annual interest rate divided by the number of interest payments in the year.
3.3 The Principal and the interest of the Series D Bonds are linked to the consumer price index in respect of the month of August 2009, which was published on September 15, 2009 (hereinafter: "THE BASE INDEX"), under the following conditions:

3.4 To secure the payment of the principal and the interest that the Company is required to pay to the holders of the Series D Bonds, and to secure the complete fulfillment of all of its other undertakings pursuant to the conditions of the Series D Bonds, the Company shall create a sole first-ranking fixed lien in favor of the Trustee, immediately after the release of the funds as stated above in clause 6.3.4, which shall be registered with the Registrar of Companies, within two Business Days after the said date, on the following pledged assets:
3.4.1 Ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. ("PARTNER"), which are owned by the Company, with the market value thereof on the date of the monetary clearance of the proceeds of the issue of the Series D Bonds ("THE BOND ISSUE DATE") being equivalent to 100% of the par value of the Series D Bonds, including a lien on all of the rights attached to these shares, and including the right to a dividend in cash or in kind and any other distribution in respect of these shares, as well as rights to be issued by Partner in respect of and/or in relation to these shares, bonus shares, a preemptive right or rights to receive other securities in respect thereof of any class whatsoever (hereinafter: "THE PLEDGED SHARES"). When creating the lien on the Pledged Shares in favor of the Trustee, the Pledged Shares shall remain registered in Partner's register of shareholders under the name of the Company and under its ownership. When creating the lien, the Company shall sign a blank share transfer deed for the transfer of the Pledged Shares to a third party (hereinafter: "THE SHARE TRANSFER DEED"), and the Share Transfer Deed, along with the share certificates to be issued in respect of the Pledged Shares under the Company's name shall be deposited with the Trustee, who shall hold these documents in trust for the Company and for the Holders of the Series D Bonds,

On the date that the share certificates in respect of the Pledged Shares are issued to the Trustee, the Company shall issue a confirmation to the Trustee, specifying that the market value of the deposited Pledged Shares on the financial clearing date of the proceeds of the issue of the Series D Bonds is equivalent to 100% of the par value of the Series D Bonds. It is hereby clarified that, if expansions of the Series D Bonds shall be effected, the calculation shall be performed in relation to each of the actual financial clearing dates of the Series D Bonds, and the par value of the Bonds issued at that time.

(a) Until the occurrence of an event vesting the Trustee and/or the Holders of the Series D Bonds with the right to call for the immediate payment of the Series D Bonds, pursuant to the conditions prescribed in the Trust Deed, the Company shall enjoy all of the rights, funds and assets due in respect of and/or in relation to the Pledged Shares, and, inter alia, accordingly: (1) the Company shall be entitled to directly receive all dividends and all other distributions that might be distributed in respect of and/or in relation to the Pledged Shares; (2) the Company shall be allowed to participate and vote in respect of the Pledged Shares at all of Partner's assemblies of shareholders (general and extraordinary) as the owners of the Pledged Shares for all intents and purposes; and (3); the Company shall be allowed to pass any resolution, at its sole discretion, regarding the exercise or non-exercise of rights that Partner shall issue in respect of the Pledged Shares and/or the sale thereof, and the shares that shall be acquired as a result of an exercise of the rights, shall be owned solely by the Company, and any proceeds that shall be received as a result of the sale of the rights, shall be transferred to the Company.

(b) When exercising the lien on the Pledged Shares, and subject to the lien exercise proceedings pursuant to the law, and after obtaining the prior written approval of the Minister of Communications, the Trustee shall be allowed, subject and according to the orders of the competent court regulating the lien exercise proceedings, to deliver the aforesaid Share Transfer Deed for signing by the third party that is purchasing the Pledged Shares under the lien exercise proceedings as the transferee, and to return the share certificates to Partner, which shall issue new share certificates in respect of the Pledged Shares under the name of the aforesaid third party. Furthermore, with every partial release of the Pledged Shares as prescribed in the Trust Deed, the aforesaid share certificate and Share Transfer Deed held by the Trustee in respect of the Pledged Shares shall be replaced, at the request of the Company, with a new share certificate and a new blank Share Transfer Deed, which the Company shall sign, which reflects the number of Pledged Shares subsequent to the relevant partial release, and the Company shall act without delay to register the amendment to the lien in the records of the Registrar of Companies.

The Company shall exercise means of control over Partner, subject to any law, so that Partner shall record the matter of the lien on the Pledged Shares in favor of the Trustee in its books, and so that Partner shall undertake not to issue an alternate share certificate in respect of the Pledged Shares and/or in lieu of the certified issued under the Company's name, not to split the aforesaid share certificates and/or to effect any disposition of the Pledged Shares, without receiving the Trustee's prior written consent thereto.

As of the pledge date of the Pledged Shares and until the full and final payment of the Principal of the Series D Bonds, and the interest, if Partner shall effect a "distribution," as this term is defined in section 1 of the Companies Act, 5759 - 1999, which shall be effected other than from "profits," as this term is defined in section 302(b) of the said Act (hereinafter: "SPECIAL DISTRIBUTION"), then the Company shall issue additional sureties to the Trustee, within five Business Days of the date of the Special Distribution, by way of a lien of additional Partner shares, at the quantity equal to the number of Pledged Shares in the quotient that shall be obtained by dividing: (1) the inclusive sum of the Special Distribution (in NIS) in respect of all of the shares in Partner's issued and paid-up share capital (hereinafter: "ALL OF PARTNER'S SHARES") by (2) the market value (in NIS) of All of Partner's Shares on the eve of the distribution.

3.4.2 For the purpose of this clause 3.4, "market value" means the average of the closing prices of Partner's shares during the last five Trading Days on the TASE that preceded the relevant examination date.
3.4.3 With every buy-back of the principal of the Series D Bonds by the Company, a portion of the Pledged Assets shall be released, within two Business Days, subject to the written instruction of the Company, and according to that stated in that instruction, in such manner that, subsequent to the repayment as stated, a relative portion shall be removed from the Pledged Shares according to the par value of the Series D Bonds that were repurchased by the Company, and they shall cease to be part of the Pledged Shares. If a share certificate has been deposited with the Trustee, the time constraint of two Business Days specified above shall not apply, and the Trustee shall take action within two Business Days to effect a release of the relative portion of the shares; however, the actual release shall be effected once all of the operations for splitting and issuing the share certificates as required shall have been completed.
3.4.4 On the payment date of the last payment in respect of the Principal and interest in respect of the Series D Bonds, and subject to their repayment in full, the Trustee shall release the balance of the Pledged Shares to the Company, as they shall be in the Escrow Account at that time, this within two Business Days, and subject to the receipt of written instructions.
3.4.5 In the event that the Company shall desire to expand the series of Series D Bonds, then the proceeds of the issuance of the additional Series D Bonds shall be transferred to an Escrow Account that shall be opened for this purpose, according to the mechanism prescribed in clause 6.3 of the Trust Deed. The Trustee shall transfer the net proceeds of the issuance of the Series D Bonds (after deducting commissions) to the Company, this after the Company shall have issued additional sureties to the Trustee by way of a pledge of additional shares of Partner, the value of which and/or the market value of which, as the case may be, shall cause the market value of the additional sureties to reflect the par value of the Series D Bonds issued within the scope of the expansion of the series of Series D Bonds.
3.4.6 To dispel any doubt, it is hereby clarified that a release and/or addition of sureties shall be effected as stated above, even if the market value of the Pledged Shares shall be less than or higher than 100% of the par value of the Series D Bonds at that time, and the Trustee is not obligated to examine the market value of the Pledged Shares relative to the par value of the Series D Bonds when the time comes to approve the actions specified above.
3.5 An exercise of the lien on the Pledged Shares, including the identity of the receiver or any other functionary who might be appointed by the Court at the request of the Trustee in connection with an exercise of the Pledged Shares, including any transfer of the Pledged Shares, in whole or in part, to any third party, and including any change in the identity of the Trustee pursuant to the Trust Deed, and including the exercise of any other rights deriving from the Pledged Shares, shall require the prior written consent of the Minister of Communications and shall be subject to any other approval to the extent required by law.
3.6 Attached is the version of the certificate of the Series D Bonds, which includes the aforesaid particulars, which shall be issued pursuant to the Shelf Offering Report.
3.7 Other than the updating of the concrete conditions of the Series D Bonds and the amendments and additions as stated above in clauses 2 and 3, no change occurred whatsoever in the rest of the conditions of the First Trust Deed, and the First Trust Deed and the provisions thereof shall continue to apply between the parties in relation to the Series D Bonds.
1. By signing this agreement, the Trustee authorizes each of the authorized signatories of the Company to report on its behalf in the Magna network about its engagement in this agreement and its signing of it.

IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO SIGNED:

Stamp + /s/ Yahel Shachar; /s/ Shachar Rachim --------------------------------------------- ---------------------------- SCAILEX CORPORATION LTD. CLAL FINANCE TRUST 2007 LTD.

ATTORNEY'S CONFIRMATION

/s/ Rona Bergman Naveh ---------------------- RONA BERGMAN NAVEH, ADV.

SCAILEX CORPORATION LTD.

FIRST ADDENDUM

CERTIFICATE OF SERIES D BONDS

Issued herewith is a Bond, which is payable in four equal payments during the years 2012 through 2015 (inclusively), which bear annual interest linked to the consumer price index in respect of the month of August 2009, as specified hereunder:

REGISTERED BONDS.
Certificate number:
Annual interest rate:%.
Par value of this Bond: NIS
The registered holder of this Bond:

THIS CERTIFICATE attests that Scailex Corporation Ltd. ("THE COMPANY") shall pay 25% of the par value of this Bond on October 30 of each of the years 2012 through 2015 (inclusively) to whomever shall be the registered "holder" (as this term is defined in the Conditions in the Overleaf) of the Bond on the determinant date for that payment, all being subject to that specified in the Conditions in the Overleaf and the Trust Deed dated August 18, 2009 (including amendments thereto) between the Company on the one hand and Clal Finance Trust 2007 Ltd. and/or any party that shall serve from time to time as a trustee of the Bondholders pursuant to the Trust Deed ("THE TRUSTEE" and "THE TRUST DEED," respectively).

1. This Bond bears interest at the annual interest rate specified above, which shall be paid at the appointed times, all as specified in the Conditions in the Overleaf.
1. This Bond shall be linked, all as specified in the Conditions in the Overleaf.
1. This Bond is being issued as part of Series D of Bonds, the conditions of which are identical to the conditions of this Bond ("THE RELEVANT SERIES"), being subject to the Conditions specified in the Overleaf and in the Trust Deed. It is hereby clarified that the provisions of the Trust Deed shall constitute an integral part of the provisions of this Bond, and shall be binding upon the Company and upon the Holders of the Bonds included in the aforesaid series.
1. The Bonds of the Relevant Series are secured by sureties, all as specified in the Offering Report of the Company dated October 14, 2009, under which Bonds of the Relevant Series were offered for the first time to the public ("THE INITIAL OFFERING REPORT"), and as specified hereunder in clause 8.
1. To the extent not prescribed otherwise in the Initial Offering Report of the Bonds of the Relevant Series, the Company shall be allowed to pledge all of its assets and/or a portion thereof, in any lien and in any other manner, in favor of any party that it shall deem fit, without any restriction, and at any ranking, including for the securing of any bonds (or any series of bonds) or other liabilities, and without the need for the consent of the Trustee and/or of the holders of the Bonds of any series. Furthermore, the Company shall be allowed to sell, lease, deliver or transfer by any other means, its property, in whole or in part, in any manner, to the favor of any party that it shall deem fit, without the need for any consent of the Trustee and/or the holders of the Bonds in any series.
1. All of the Bonds of the Relevant Series shall be PARI PASSU, INTER SE, in relation to the Company's liabilities pursuant to the Bonds of this Series, and without any preferential or preferred right of one over the other.

SIGNED BY THE COMPANY ON
STAMP + /S/ YAHEL SHACHAR; /S/ SHACHAR RACHIM
SCAILEX CORPORATION LTD.

THE CONDITIONS RECORDED IN THE OVERLEAF

1. GENERAL

The following expressions shall have the following meanings in this Series D Bond, unless the context dictates otherwise:

"THE COMPANY" and/or "THE ISSUER" Scailex Corporation Ltd.;

"THE TRUST DEED" Trust deed signed between the Company

and the Trustee on August 18, 2009, including the addenda, amendments and supplements thereto, which constitute

an integral part thereof;

"THE PROSPECTUS" or

"THE SHELF PROSPECTUS" Shelf prospectus of the Company dated

August 21, 2009, which was published,

inter alia, in respect of the Bonds;

"SHELF OFFERING REPORT" or "OFFERING REPORT" Shelf offering to be published

pursuant to the Shelf Prospectus, in conformity with the provisions of the Securities Act, 5728 - 1968, in which Bonds of the Relevant Series shall be

offered, while prescribing all of the special particulars for that offering;

"REPORT OF THE INITIAL OFFERING OF THE RELEVANT

SERIES" An offering report under which Bonds

of the Relevant Series shall be

offered for the first time;

"THE BONDS" or "THE BOND" Series D Bonds;

"THE TRUSTEE" Clal Finance Trust 2007 Ltd. and/or any party that shall serve from time to time as a trustee of the Bondholders pursuant to this Deed;

"THE PARTNER SHARE ACQUISITION

TRANSACTION" Transaction for the acquisition of shares of Partner Communications Ltd. from Advent Investments Pte Ltd. by the Company pursuant to the agreement dated August 12, 2009;

"THE REGISTER FOR THE

RELEVANT SERIES" Register of the holders of the Bonds of the same series, as stated in clause 25 of the Trust Deed;

"HOLDERS OF THE BONDS" and/or "THE BONDHOLDERS" and/or "THE HOLDERS" Any party holding the Bonds;

"THE BOND CERTIFICATE" Bond certificate of the Relevant

Series, the version of which appears in the First Addendum to the Trust

Deed;

"THE LAW" or "THE SECURITIES ACT" The Securities Act, 5728 - 1968, and the regulations instituted pursuant

thereto from time to time;

"THE COMPANIES ACT" The Companies Act, 5759 - 1999;

"PRINCIPAL" The outstanding par value of the Bonds

of the Relevant Series;

"TRADING DAY" Any day on which transactions are carried out on the Tel-Aviv Stock

Exchange Ltd.;

"BUSINESS DAY" or

"BANKING BUSINESS DAY" Any day that the banks in Israel are

open for business;

Relevant Series;

"THE TASE" The Tel-Aviv Stock Exchange Ltd.;

"THE NOMINEE COMPANY" The Nominee Company of Israel Discount

Bank Ltd.;

"THE TASE CLEARING HOUSE" The clearing house of the Tel-Aviv

Stock Exchange Ltd.

"THE KNOWN INDEX"

on any given date The last index known prior to that

date;

"THE BASE INDEX" The index in respect of July 2009, as

published on August 14, 2009;

"THE PAYMENT INDEX" The index known on the determinant date for any payment on account of the

Principal and/or interest.

1. This Bond is one of a Series of registered Series D Bonds at the inclusive nominal sum of up to NIS 4,000,000,000 for any relevant series. The Bonds in This Series shall be issued PARI PASSU, INTER SE, without any preferential or preferred right of one over the other.
1. This Bond is payable (Principal) in a number of payments, which shall be paid on each of the dates as shall be specified in the Initial Offering Report, under which the Bond shall be offered, but on not more than one date per quarter. The type of interest on the Principal of the Series D Bonds to be issued shall be specified in the Offering Report under which the Bond shall be offered for the first time. The interest rate on the Principal of the Bond shall be determined during a tender, pursuant whereto its initial offering shall be conducted. The interest on the Bond Principal shall be paid annually in two biannual payments, all as shall be specified in the Offering Report under which the Bond shall be offered for the first time. The dates and number of payments of the Principal, the absence of linkage, the type of interest, the interest rate or method for determining it, and the interest payment dates of the Bond, as shall be specified in the Offering Report under which the Bond shall be offered for the first time, shall be determined by the Company prior to the initial offering of the Bond.
1. The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be closed by March 31, 2010, it shall call the Bonds for a forced early redemption and the provisions specified hereunder in clause 6 shall apply.
1. The total immediate net consideration (i.e., net of commissions) that the Company shall receive in respect of the issuance of the Series D Bonds shall be deposited in escrow accounts, which shall be opened at one or more of the five major banks in Israel and shall not be transferred to the Company for its use until the conditions for the Closing of the Partner Share Acquisition Transaction as stated have been fulfilled, according to the following mechanism:
5.1 The Trustee shall open bank accounts under its name at one or more of the five major banks in Israel, at its discretion, provided that a bank as stated shall have a rating of at least (AA), to one of which the Issue Coordinator shall transfer the total immediate net proceeds that the Company shall receive in respect of the issuance of the Series D Bonds, and this sum shall be invested in shekel deposits or in shekel bonds issued by the State of Israel or in short-term loans issued by the State of Israel, according to the Company's instructions (hereinafter: "THE ESCROW ACCOUNTS" and "THE DEPOSITS," respectively). The Trustee shall have sole signatory rights in the Escrow Accounts in relation to any operation in these accounts, including with respect to the withdrawal of monies from these accounts. The Trustee shall be allowed, but not obligated, to transfer, at the request of the Company, the monies and securities deposited in an Escrow Account at one bank to an Escrow Account at another bank as stated. Notwithstanding that stated, it is clarified that the policy for investing the funds in the Escrow Accounts for Series D is the sole responsibility of the Company, and the Trustee for Series D shall not be responsible for any loss or damage that might be caused as a result of investment operations as stated that shall be carried out according to the Company's instructions.
5.2 The funds, the securities being deposited in the Escrow Accounts, and all of the Company's rights in the Escrow Accounts shall be pledged in favor of the Trustee for the Holders of the Series D Bonds under a sole first-ranking fixed lien, and, concurrent with the transfer of the Deposits to the Escrow Accounts, the Company shall issue the following documents to the Trustee:
5.2.1 original lien registration certificates from the Registrar of Companies on the funds, the securities being deposited in the Escrow Accounts and all rights of the Company in the Escrow Accounts in favor of the Trustee; all documents submitted to the Registrar of Companies for the purpose of registration of the liens, including the form "Particulars of Mortgages and Liens," with the first page of each document being stamped with the "received" stamp of the Registrar of Companies; a summary of the particulars of the Company's liens, subsequent to the registration of the liens, which specifies the liens that were registered and every other lien that the Company has; i.e., thus enabling the Trustee to verify that no lien is registered with the Registrar of Companies that contradicts the aforesaid liens. It is clarified that the lien registration certificates as stated shall be issued to the Trustee within 5 Business Days of the signing date of the lien documents.
5.2.2 Confirmation from the banks at which the Escrow Accounts were opened acknowledging that the funds, the securities being deposited in the Escrow Accounts and all of the Company's rights in the Escrow Accounts are pledged in favor of the Trustee, and that the bank shall not have any rights of offset or lien in relation to the funds and securities that are being held and that shall be held in the Escrow Accounts.
5.3 As long as the preconditions for the Closing of the Partner Share Acquisition Transaction have not been fulfilled up until the Deadline, the purpose of the Deposits is to guarantee the repayment of the Principal of the Series D Bond to the Bondholders, and this, in the event that the preconditions for the Closing of the Partner Share Acquisition Transaction shall not be fulfilled by the Deadline.
5.4 The Trustee shall operate the Deposit as follows: upon receiving notification from the Company that all preconditions for the Closing of the Partner Share Acquisition Transaction have been fulfilled, then, subject to the signing of the lien document, as specified hereunder in clause 8, the Trustee shall sign the order to transfer the Deposits to the account specified by the Company, inclusive of profits and after deducting tax and expenses in respect of management of the Accounts, the Trustee's fee, and expenses incurred in accordance with the Trust Deed, to the extent accumulated up until that time. To dispel any doubt, it is clarified that, for the purpose of approving the transfer of the Deposits to the Company, the Trustee is relying solely on the Company's notification that all preconditions have been fulfilled for the Closing of the Partner Share Acquisition Transaction by the Deadline, and the Trustee is not required to verify whether the preconditions indeed had actually been fulfilled. The Trustee shall be present at the time of the Closing of the Partner Share Acquisition Transaction in order to enable the performance of its operations in conformity with the Trust Deed at that time. The Company shall notify the Trustee three Business Days in advance of the expected transfer date of the funds.

5.5 FORCED EARLY REDEMPTION OF ALL OF THE BONDS

The Company undertakes that, in the event that the Partner Share Acquisition Transaction shall not be closed by the Deadline, i.e., by March 31, 2010, it shall call the Series D Bonds for forced early redemption, and the following provisions shall apply.

If the Company shall not publish an Immediate Report regarding the Closing of the Partner Share Acquisition Transaction by the Deadline, the Company shall effect a full forced early redemption of all of the Series D Bonds (hereinafter: "EARLY REDEMPTION"), according to the following mechanism:

5.5.1 On April 1, 2010, the Company shall publish an Immediate Report that the Partner Share Acquisition Transaction was not closed, and about the effecting of an Early Redemption to the Holders of the Series D Bonds, with a copy to the Trustee, with the determinant date for the implementation thereof to be specified in the Immediate Report, which shall be no less than 30 days and no more than 45 days prior to the implementation of the Early Redemption. The date of the Early Redemption shall not occur during the period between the determinant date for the payment of interest and the actual payment date of the interest. The Company shall also report the interest that has accrued up until the date of the Early Redemption in the Immediate Report.

5.5.2 On the date of the Early Redemption, the Company shall pay the sum of the Principal of the Series D Bonds, plus the accrued interest and linkage differentials in respect of the outstanding balance of the Series D Bonds up until the date of the Early Redemption (hereinafter: "THE OBLIGATORY VALUE").
5.5.3 The sum of the Early Redemption shall be paid to the Bondholders by the Trustee, by way of the execution of a bank transfer to the Nominee Company of Israel Discount Bank Ltd., according to the particulars that the Company shall issue to the Trustee as stated hereunder, out of the funds deposited in the Escrow Account, according to the written instructions that shall be received from the Company, which shall include the date for transfer of the funds, the destination thereof, as well as any other particular that shall be required in order to enable the Trustee to carry out the transfer, attaching a calculation of the sum that must be paid, as specified above in clause 5.4. In the event that the balance of the funds in the Escrow Accounts shall be less than the Obligatory Value of the Bonds, the Company shall transfer to the Escrow Accounts the sum equivalent to the difference between the Obligatory Value of the Bonds and the funds in the Escrow Account at that time.

5.6 If all of the preconditions stated above in clause 4.4 shall be fulfilled regarding the release of all of the funds from the Escrow Accounts in respect of the Series D Bonds, the Holders of the Series D Bonds are hereby instructing the Trustee of Series A, by way of an irrevocable instruction, to transfer the entire balance of funds of the Deposits that shall be in the Escrow Accounts to the Company, and for this purpose, to sign all documents required for the removal of the liens on the Escrow Accounts and for the transfer of the funds of the Deposits to the Company.
5.7 To dispel any doubt, it is hereby clarified that the Trustee is under no obligation to examine, and in fact, the Trustee did not examine, the economic value of the collateral that was provided and/or that shall be provided (if any) to guarantee the payments to the Holders of the Series D Bonds. Upon engaging in the Trust Deed and consenting to serve as the Trustee for the Holders of the Series D Bonds, the Trustee is not expressing its opinion, whether explicitly or implied, regarding the economic value of the collateral that was provided and/or shall be provided (if any) by the Company. Furthermore, the Trustee is not expressing its opinion regarding the Company's ability to fulfill its undertakings towards the Holders of the Series D Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed, and shall in no way derogate from the Trustee's duty (to the extent that such duty applies to the Trustee pursuant to any law) to examine the impact of changes in the Company as of the date of this Shelf Offering Report and thereafter, to the extent that any such changes might adversely affect the Company's ability to fulfill its undertakings towards the Holders of the Series D Bonds. That stated shall in no way derogate from the Trustee's obligations by law and/or pursuant to the Trust Deed.

6. LINKAGE OF THE BOND PRINCIPAL AND INTEREST

The Principal and Interest on the Series D Bonds are linked to the consumer price index in respect of the month of August 2009, which was published on September 15, 2009 (hereinafter: "THE BASE INDEX"), under the following conditions:

Should it become clear, on any payment date on account of the Principal and/or the interest on the Bonds, that the index last published prior to the payment date (hereinafter: "THE PAYMENT INDEX") is higher than the Base Index, the Company shall pay that payment of Principal or interest, being increased relative to the rate of the rise in the Payment Index compared with the Base Index; however, should it become clear that the Payment Index is the same as or lower than the Base Index, the Company shall pay that payment of principal or interest being calculated on the basis of the Base Index.

7. PAYMENT DATE OF THE BOND PRINCIPAL

The Principal of the Series D Bonds, which is linked to the consumer price index, shall be paid in four annual payments on October 30 of each of the years 2012 through 2015 (inclusively). The first payment of the principal shall be paid on October 30, 2012 and the last payment of the principal shall be paid on October 30, 2015.

The determinant date regarding payment of the Principal to the Holders of the Series D Bonds shall be at the end of October 18 of each year, as the case may be, immediately preceding the payment date of the Principal.

8. THE INTEREST ON THE SERIES D BONDS

8.1 The registered Series D Bonds of NIS 1 par value each, bear annual interest at the rate to be determined in the tender, which shall not exceed 6.2% per annum.
8.2 The interest on the Series D Bonds shall be paid in biannual payments, on the balance of the outstanding Principal, on April 30 and on October 30 of each of the years 2010 through 2015, in respect of the six-month period ending on the last day prior to every interest payment date. The first interest payment on the Series D Bonds shall be paid on April 30, 2010 for the period as of the day after the tender date pursuant to the Shelf Offering Report and ending on April 29, 2010, with the interest being calculated on the basis of 365 days per year, according to the number of days in the said period. The subsequent interest payments shall be calculated according to the annual interest rate divided by the number of interest payments per year. The last interest payment shall be rendered on October 30, 2015.

The Company shall publish the interest rate that shall be paid in the first payment, and the interest rate to be paid in each of the biannual payments after the first interest payment, in the Immediate Report of the Results of the Issue pursuant to the Shelf Offering Report.

8.3 The determinant date regarding the payment of interest to the Holders of the Series D Bonds, shall be at the end of April 18 and October 18 of each year, as the case may be, immediately preceding the payment date of the interest.
8.4 The last payment of interest on the Principal of the Series D Bonds shall be paid, together with the last payment on account of the Principal on the Series D Bonds, this against the delivery of the Series D Bond Certificates to the Company.

9. THE PAYMENTS OF PRINCIPAL AND INTEREST OF THE BONDS

9.1 The payments on account of the interest and/or the Principal of the Series D Bonds shall be paid to the persons whose names shall be registered in the Register of Series D Bondholders on the dates as shall be specified in the Initial Offering Report of the Series D Bonds, in conformity with the provisions of the TASE regulations as they shall be at that time ("THE DETERMINANT DATE"), except for the last payment of the Principal and interest, which shall be rendered against the delivery of the Series D Bond Certificates to the Company at the Company's registered office, or at any other location that the Company shall so instruct, no later than five (5) Business Days prior to the final payment date.

It is hereby clarified that any party that is not registered in the Register of the Series D Bondholders on the Determinant Date shall not be entitled to a payment of interest in respect of the interest period that began prior to that date.

9.2 In any instance whereby the payment due date on account of Principal and/or interest shall fall on a day other than a Business Day, the payment date shall be postponed until the first subsequent Business Day, without any additional payment, and "the Determinant Date" for the purpose of determining entitlement to redemption or to interest shall not change as a result.
9.3 Any payment on account of Principal and/or interest, which shall be paid in arrears that exceeds seven (7) Business Days after the payment due date according to the Series D Bond conditions, for reasons depending upon the Company, shall bear arrears interest (as this term is defined hereunder) as of the payment due date until the actual payment date. To the extent that there are a number of arrears in payments as stated, the total number of days in arrears (cumulatively) during the period that the Series D Bonds are in circulation, in respect whereof the Company shall not pay arrears interest, shall not exceed 21 Business Days.
9.4 In this regard, the rate of the arrears interest means the maximum interest rate that shall be in effect at that time at Bank Leumi Le-Israel Ltd. in respect of debit balances in current loan accounts or in current accounts in Israeli currency having no credit framework in effect, whichever is higher, which shall be calculated according to the number of days of the actual delay. In the event of arrears in payment as state above, the Company shall announce the act interest rate to be paid, which shall include the biannual interest plus the arrears interest as stated, in an Immediate Report two (2) Trading Days prior to the actual payment date.
9.5 The payment to those entitled shall be rendered by way of checks or bank transfer to the credit of the bank account of those persons whose names shall be listed in the Register for the Series D Bonds, and which shall be specified in particulars to be timely delivered in writing to the Company, according to that stated in clause 9.6 hereunder. If the Company shall be unable to pay any sum to those entitled thereto, for a reason not dependent upon the Company, the provisions of clause 12 of the First Trust Deed shall apply.
9.6 A Holder of the Series D Bonds shall notify the Company of the bank account details for crediting payments to that Holder according to the Series D Bonds as stated above, or about any change in the said account details or in its address, as the case may be, by written notice sent by registered mail to the Company. The Company shall be required to act according to the Holder's notice regarding a change as stated, once fifteen (15) Business Days have elapsed since the arrival of the Holder's notice to the Company.
9.7 If a Bondholder entitled to a payment as stated did not deliver details about its bank account in timely fashion to the Company, any payment on account of the Principal and the interest shall be rendered by check, which shall be sent by registered mail to its last address registered in the Register for the Series D Bonds. The mailing of a check to an entitled Bondholder by registered mail as stated shall be deemed, for all intents and purposes, to be payment of the sum quoted therein on the date of its dispatch at the post office, provided that, upon proper presentation for collection, it shall be paid.
9.8 Any compulsory payment, to the extent required by law shall be deducted from any payment in respect of the Series D Bonds.

10. SURETY

To secure the payment of the Principal and the interest that the Company is required to pay to the Holders of the Series D Bonds, and to secure the complete fulfillment of all of its other undertakings pursuant to the conditions of the Series D Bonds, the Company shall create a sole first-ranking fixed lien in favor of the Trustee, immediately after the release of the funds as stated in clause 6.3.4 of the Trust Deed, by way of a deposit with the Trustee, as specified hereunder, which shall be registered with the Registrar of Companies within two Business Days after the said date, on the following pledged assets:

10.1 Ordinary shares of NIS 0.01 par value each of Partner Communications Ltd. ("PARTNER"), which are owned by the Company, with the market value thereof on the date of the monetary clearance of the proceeds of the issue of the Series D Bonds ("THE BOND ISSUE DATE") being equivalent to 100% of the par value of the Series D Bonds, including a lien on all of the rights attached to these shares, and including the right to a dividend in cash or in kind and any other distribution in respect of the Pledged Shares, as well as rights to be issued by Partner in respect of and/or in relation to the Pledged Shares, bonus shares, a preemptive right or rights to receive other securities in respect thereof of any class whatsoever (hereinafter: "THE PLEDGED SHARES"). When creating the lien on the Pledged Shares in favor of the Trustee, the Pledged Shares shall remain registered in Partner's register of shareholders under the name of the Company and under its ownership. When creating the lien, the Company shall sign a blank share transfer deed for the transfer of the Pledged Shares to a third party (hereinafter: "THE SHARE TRANSFER DEED"), and the Share Transfer Deed, along with the share certificates to be issued in respect of the Pledged Shares under the Company's name shall be deposited with the Trustee, who shall hold these documents in trust for the Company and for the Holders of the Series D Bonds,

On the date that the share certificates in respect of the Pledged Shares are issued to the Trustee, the Company shall issue a confirmation to the Trustee, specifying that the market value of the deposited Pledged Shares on the financial clearing date of the proceeds of the issue of the Series D Bonds is equivalent to 100% of the par value of the Series D Bonds. It is hereby clarified that, if expansions of the Series D Bonds shall be effected, the calculation shall be performed in relation to each of the actual financial clearing dates of the Series D Bonds, and the par value of the Bonds issued at that time.

(a) Until the occurrence of an event vesting the Trustee and/or the Holders of the Series D Bonds with the right to call for the immediate payment of the Series D Bonds, pursuant to the conditions prescribed in the Trust Deed, the Company shall enjoy all of the rights, funds and assets due in respect of and/or in relation to the Pledged Shares, and, inter alia, accordingly: (1) the Company shall be entitled to directly receive all dividends and all other distributions that might be distributed in respect of and/or in relation to the Pledged Shares; (2) the Company shall be allowed to participate and vote in respect of the Pledged Shares at all of Partner's assemblies of shareholders (general and extraordinary) as the owners of the Pledged Shares for all intents and purposes; and (3); the Company shall be allowed to pass any resolution, at its sole discretion, regarding the exercise or non-exercise of rights that Partner shall issue in respect of the Pledged Shares and/or the sale thereof, and the shares that shall be acquired as a result of an exercise of the rights, shall be owned solely by the Company, and any proceeds that shall be received as a result of the sale of the rights shall be transferred to the Company.
(b) When exercising the lien on the Pledged Shares, and subject to the lien exercise proceedings pursuant to the law, and after obtaining the prior written approval of the Minister of Communications, the Trustee shall be allowed, subject and according to the orders of the competent court regulating the lien exercise proceedings, to deliver the aforesaid Share Transfer Deed for signing by the third party that is purchasing the Pledged Shares under the lien exercise proceedings as the transferee, and to return the share certificates to Partner, which shall issue new share certificates in respect of the Pledged Shares under the name of the aforesaid third party. Furthermore, with every partial release of the Pledged Shares as prescribed in the Trust Deed, the aforesaid share certificate and Share Transfer Deed held by the Trustee in respect of the Pledged Shares shall be replaced, at the request of the Company, with a new share certificate and a new blank Share Transfer Deed, which the Company shall sign, which reflects the number of Pledged Shares subsequent to the relevant partial release, and the Company shall act without delay to register the amendment to the lien in the records of the Registrar of Companies.

The Company shall exercise means of control over Partner, subject to any law, so that Partner shall record the matter of the lien on the Pledged Shares in favor of the Trustee in its books, and so that Partner shall undertake not to issue an alternate share certificate in respect of the Pledged Shares and/or in lieu of the certified issued under the Company's name, not to split the aforesaid share certificates and/or to effect any disposition of the Pledged Shares, without receiving the Trustee's prior written consent thereto.

10.2 As of the pledge date of the Pledged Shares and until the full and final payment of the Principal of the Series D Bonds, and the interest, if Partner shall effect a "distribution," as this term is defined in section 1 of the Companies Act, which shall be effected other than from "profits," as this term is defined in section 302(b) of the said Act (hereinafter: "SPECIAL DISTRIBUTION"), then the Company shall issue additional sureties to the Trustee, within five Business Days of the execution date of the Special Distribution, by way of a lien of additional Partner shares, at the quantity equal to the number of Pledged Shares in the quotient that shall be obtained by dividing: (1) the inclusive sum of the Special Distribution (in NIS) in respect of all of the shares in Partner's issued and paid-up share capital (hereinafter: "ALL OF PARTNER'S SHARES") by (2) the market value (in NIS) of All of Partner's Shares on the eve of the distribution.
10.3 For the purpose of this clause 8, "market value" means the average of the closing prices of Partner's shares during the last five Trading Days on the TASE that preceded the relevant examination date.
10.4 With every buy-back of the Principal of the Series D Bonds by the Company, a portion of the Pledged Shares shall be released, within two Business Days, subject to the written instruction of the Company, and according to that stated in that instruction, in such manner that, subsequent to the repayment as stated, a relative portion shall be removed from the Pledged Shares according to the par value of the Series D Bonds that were repurchased by the Company, and they shall cease to be part of the Pledged Shares. If a share certificate has been deposited with Trustee, the time constraint of two Business Days specified above shall not apply, and the Trustee shall take action within two Business Days to effect a release of the relative portion of the shares; however, the actual release shall be effected once all of the operations for splitting and issuing the share certificates as required shall have been completed.
10.5 On the payment date of the last payment in respect of the Principal and interest in respect of the Series D Bonds, and subject to their repayment in full, the Trustee shall release the balance of the Pledged Shares to the Company, as they shall be in the Escrow Accounts at that time, this within two Business Days, and subject to the receipt of written instructions.
10.6 In the event that the Company shall desire to expand the series of Series D Bonds, then the proceeds of the issuance of the additional Series D Bonds shall be transferred to an Escrow Account that shall be opened for this purpose, according to the mechanism prescribed in clause 6.3 of the Trust Deed. The Trustee shall transfer the net proceeds of the issuance of the Series D Bonds (after deducting commissions) to the Company, this after the Company shall have issued additional sureties to the Trustee by way of a pledge of additional shares of Partner, the value of which and/or the market value of which, as the case may be, shall cause the market value of the additional sureties to reflect the par value of the Series D Bonds issued within the scope of the expansion of the series of Series D Bonds.
10.7 To dispel any doubt, it is hereby clarified that a release and/or addition of sureties shall be effected as stated above, even if the market value of the Pledged Shares shall be less than or higher than 100% of the par value of the Series D Bonds at that time, and the Trustee is not obligated to examine the market value of the Pledged Shares relative to the par value of the Series D Bonds when the time comes to approve the actions specified above.
10.8 An exercise of the lien on the Pledged Shares, including the identity of the receiver or any other functionary who might be appointed by the Court at the request of the Trustee in connection with an exercise of the Pledged Shares, including any transfer of the Pledged Shares, in whole or in part, to any third party, and including any change in the identity of the Trustee pursuant to the Trust Deed, and including the exercise of any other rights deriving from the Pledged Shares, shall be subject to the prior written consent of the Minister of Communications and any other approval to the extent required by law.

11. GENERAL PROVISIONS

11.1 Sums of the Principal and interest shall be paid to any Bondholder without taking into consideration any equitable rights or any right of offset or counterclaim that exists or that might exist between the Company and the aforesaid Bondholder.
11.2 The Company shall not be obligated to record in the Register for the Series D Bonds any notice regarding a trust, lien and pledge of any kind and type, or any equitable right or any other right relating to the Bondholder's ownership of the Bond.
11.3 Any party becoming entitled to the Bond as a result of bankruptcy or as a result of liquidation proceedings of the Bondholder, shall have the right, as soon as it shall present the evidence that the Company shall require from it, to be registered in the Register for the Series D Bonds as the Holder of the Bond.

12. REGISTER OF THE BONDHOLDERS

Regarding the keeping of a Register of Bondholders of the Series D Bonds, the provisions of clause 25 of the Trust Deed shall apply.

PREVENTION FROM PAYING, FOR A REASON NOT DEPENDENT UPON THE COMPANY

Regarding prevention from paying a Bondholder of a Relevant Series, for a reason not dependent upon the Company, the provisions of clause 12 of the Trust Deed shall apply.

14. TRANSFER OF THE BONDS

The Bonds are transferable in relation to the entire par value thereof, and even regarding a portion thereof, provided that it shall be in whole New Shekels. Any transfer of the Bonds (excluding a transfer being carried out by way of trading on the TASE) shall be effected according to a transfer deed in the customary version, properly signed by the registered Holder or its legal representatives and by the recipient of the transfer or its legal representatives, which shall be delivered to the Company at its registered office, attaching the Bond Certificates being transferred pursuant thereto, and any other proof that shall be required by the Company for the sake of proving the transferor's right to transfer them. If tax or any other compulsory payment shall apply to a transfer deed for the Bonds, proof of the payment thereof must be delivered to the Company to the Company's satisfaction. The provisions of the Company's Articles of Association applicable to transfers of fully paid-up shares and on the assignment thereof shall apply, MUTATIS MUTANDIS, as the case may be, on the mode of transfer of the Bonds and the assignment thereof. In the event of a transfer of only a portion of the par value of the Bonds registered in the Bond Certificate, the Bond Certificates must be split, pursuant to the provisions of clause 15 hereunder, first into the number of Bond Certificates so required, in such manner that the total sums of the par value registered therein shall be equal to the sum of the par value of the Bonds registered in the said Bond Certificate. After the fulfillment of all these conditions, the transfer shall be recorded in the Register for the Relevant Series, and the Company shall be allowed to demand that a note regarding the transfer as stated shall be recorded on the Certificate of the Bonds being transferred, which shall be delivered to the transferee, or that a new Bond Certificate shall be issued to the transferee, and all of the conditions specified in the Certificate of the Bonds being transferred shall apply to the transferee, so that, every reference to the "holder" shall be deemed to mean "the transferee" and the transferee shall be deemed the "holder" for the purposes of the Trust Deed for the Relevant Series.

15. BOND CERTIFICATES AND SPLITTING THEREOF

16. EARLY REDEMPTION.

Regarding early redemption of the Bonds, the provisions of clause 6 of the Trust Deed shall apply.

17. WAIVERS, COMPROMISES AND/OR CHANGES IN THE BOND CONDITIONS

In relation to the authority of the Company and/or the Trustee to effect a waiver, compromise and changes in the conditions of the Bonds, the provisions of clause 24 of the Trust Deed shall apply.

18. ASSEMBLIES OF BONDHOLDERS

The general assemblies of the Bondholders of the Relevant Series shall convene and be conducted according to that stated in the second addendum to the Trust Deed.

19. RECEIPTS AS PROOF

Without derogating from any other of these conditions, a receipt signed by the Bondholder shall constitute proof of the full clearance of any payment made by the Company in respect of the Bond.

20. REPLACEMENT OF BOND CERTIFICATES

21. APPLICABLE LAW AND JURISDICTION

Filename: exhibit_15.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 15

TRANSLATION FROM THE ORIGINAL HEBREW

AGREEMENT

DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 4, 2009

BETWEEN

MIGDAL INSURANCE COMPANY LTD. - FOR NOSTRO Private company that is required to submit a balance sheet no. 52-000489-6 of 4 Efal Street Petach Tikva, Israel (hereinafter - "THE BUYER")

OF THE FIRST PART;

AND

SCAILEX CORPORATION LTD. Public company number 52-003180-8 of 48 Ben Tsiyon Galis Street Petach Tikva, Israel (hereinafter - "THE SELLER")

OF THE SECOND PART;

WHEREAS on August 12, 2009, the Hutchison Agreement was signed (as this term is defined hereunder) under which the Seller acquired 78,940,104 ordinary shares of NIS 0.01 par value each (hereinafter: "ORDINARY SHARES") of Partner Communications Ltd. (hereinafter: "THE COMPANY"), which constitute, on the signing date of the Hutchison Agreement, 51.31% of the Company's issued and paid-up share capital (not fully diluted and after neutralizing dormant shares held by the Company) and 49.41% of the Company's issued and paid-up share capital (on a fully diluted basis, including the assumption of a full exercise of all options to receive securities of the Company, as they exist correct on the signing date of the Hutchison Agreement, and after neutralizing dormant shares held by the Company) (hereinafter: "THE SELLER'S SHARES OF PARTNER"), all pursuant to and in accordance with the provisions of the Hutchison Agreement;

AND WHEREAS subject to the Closing of the Transaction pursuant to the Hutchison Agreement (hereinafter: "THE HUTCHISON TRANSACTION"), the Seller desires to sell and to transfer to the Buyer and the Buyer desires to acquire and receive by way of transfer from the Seller the Shares Being Sold (as this term is defined hereunder), out of the Seller's Shares of Partner, being Free and Clear, all pursuant to and in accordance with the provisions of this Agreement;

AND WHEREAS the Parties desire to prescribe and anchor within the framework of this Agreement all of the commercial and legal relations between them in relation to all matters pertaining to the sale transaction of the Shares Being Sold, as well as their relations as shareholders of the Company;

WHEREFORE, THE PARTIES HEREBY DECLARE, AGREE AND STIPULATE AS FOLLOWS:

1. RECITALS AND INTERPRETATION

1.1 The recitals to this Agreement and the appendices thereto constitute an integral part thereof. In any instance of a contradiction between this Agreement and any of the appendices thereto, the provisions of this Agreement shall prevail.
1.2 This Agreement has been divided into clauses and subclauses, and headings have been added, solely for the sake of convenience, and no use may be made thereof in the interpretation of this Agreement.
1.3 In this Agreement, that stated in the singular also encompasses the plural and vice versa, as the case may be, unless otherwise explicitly stated.

2. DEFINITIONS

In this Agreement, the following expressions shall have the meaning defined alongside them unless otherwise explicitly stated.

"THE COMPANY" - Partner Communications Ltd., public company number 52-004431-4, a public company duly incorporated and registered under the laws of the State of Israel, whose securities are registered for trading on the Tel-Aviv Stock Exchange Ltd. (hereinafter: "THE TASE") and on the NASDAQ Global Market (hereinafter: "NASDAQ").

"THE SHARES BEING SOLD" - 1,044,387 ordinary shares, constituting 0.68% of the issued and paid-up share capital of the Company (not fully diluted and after neutralizing dormant shares held by the Company).

"THE HUTCHISON AGREEMENT" - Agreement dated 12.8.2009 between the Seller

and Advent Investments Pte Ltd. (hereinafter: "ADVENT"), a Singapore corporation controlled by Hutchison Telecommunications International Limited, for the acquisition of the Seller's Shares of Partner from Advent, which is attached as APPENDIX 2 to this Agreement, and

"THIS AGREEMENT" - This Agreement, inclusive of appendices

thereto.

as shall be amended from time to time.

"THE TRANSACTION" - As this term is defined in clause 3.1 of this

Agreement.

"THE COMPANIES ACT" - The Companies Act, 5759 - 1999.

"DISTRIBUTION" - As the term "distribution" is defined in the

Hutchison Agreement.

"THE BUYER'S PROPORTIONATE

SHARE" - 1.323%.

"BUSINESS DAY" - Sundays through Thursday every week,

excluding national holidays, religious holidays, holiday eves, Sabbath days or any day on which banks in Israel are not

conducting business as usual for any reason

whatsoever.

"THE CLOSING DATE" - The closing date shall be at the time the

Hutchison Transaction is closed and

immediately thereafter.

"THE CLOSING DATE The date prescribed in the Hutchison OF THE HUTCHISON Agreement for the closing of the Hutchison

TRANSACTION" - Transaction.

"AUTHORIZED TRANSFEREE Migdal Insurance and Financial Holdings Ltd.

OF THE BUYER" - (hereinafter: "Migdal Holdings") and/or a corporation in which Migdal Holdings holds,

directly and/or indirectly, shares constituting at least 85% of its issued share

capital.

"FREE AND CLEAR" - Free and clear of any debt, attachment,

encumbrance, pledge or any other third-party

right.

"THE TOTAL CONSIDERATION" - As this term is defined in clause 3.2 of this

Agreement.

"INTERESTED PARTY,"

"EXCEPTIONAL TRANSACTION" - As this term is defined in the Companies Act.

"INTERESTED-PARTY Transaction with an interested party or a TRANSACTION" - transaction in which an Interested Party has a personal interest, including a transaction that is not an exceptional transaction, but excluding a negligible transaction.

"PARTIES" - The Seller on the one hand and the Buyer on

the other hand.

"THE BUYER" - Migdal Insurance Company Ltd. - for NOSTRO.

"CONTROL," "FAMILY MEMBER," As these terms are defined in the Securities "HOLDING," "NEGLIGIBLE Act, 5728 - 1968 or in the regulations

TRANSACTION" - pursuant thereto.

"THE SUSPENDING The conditions prescribed in clause 5 of this

CONDITIONS" - Agreement.

3. THE TRANSACTION

3.1 Subject to the fulfillment of the Suspending Conditions, the Seller shall sell and shall transfer to the Buyer, and the Buyer shall acquire and receive by way of transfer from the Seller the Shares Being Sold on the Closing Date, being Free and Clear, in consideration for the payment of the Total Consideration by the Buyer to the Seller as specified in clause 3.2 hereunder (hereinafter: "THE TRANSACTION").
3.2 Subject to the acquisition of the Shares Being Sold, being Free and Clear, and the transfer thereof to the ownership of the Buyer and under its name, the Buyer shall pay the sum of NIS 67.025 per Share Being Sold to the Seller, for a total consideration of NIS 70,000,039.00 (seventy million, and thirty-nine) for all of the Shares Being Sold (hereinafter: "THE BASE CONSIDERATION"). The Base Consideration shall bear monthly LIBOR interest (as this term is defined in clause 1.1 of the Hutchison Agreement) as of the signing date of the Hutchison Agreement and until the Closing Date of the Hutchison Transaction (the Base Consideration plus the interest as stated, hereinafter: "THE TOTAL CONSIDERATION").
3.3 In addition to the Shares Being Sold, the Buyer shall be entitled to the sum equivalent to the product of the sum of the Distribution to which the Seller shall be entitled by virtue of clause 2.1 of the Hutchison Agreement multiplied by the Buyer's Proportionate Share (hereinafter: "THE SUM OF THE DISTRIBUTION TO THE BUYER"). If the Seller shall receive the Sum of the Distribution to which the Seller is entitled by virtue of clause 2.1 of the Hutchison Agreement by the Closing Date of the Hutchison Transaction, the Sum of the Distribution to the Buyer shall be deducted from the Total Consideration. In any other instance, the Sum of the Distribution to the Buyer shall be paid within 24 hours of the date it is received by the Seller.
3.4 To dispel any doubt, the above clause 3.3 shall also apply to a distribution of bonus shares, and the Buyer shall be entitled to receive bonus shares distributed in respect of the Shares Being Sold.
3.5 The Total Consideration shall be paid to the Seller in New Shekels.
3.6 If, during the period between the signing of this Agreement and the Closing Date, the Company shall make technical changes in its issued share capital, such as a consolidation or division of its capital, when the determinant date for the execution thereof falls during the said period, the shares allotted to the Seller against the Shares Being Sold shall replace the Shares Being Sold on the date of the said change, without any change in the Total Consideration.

4. THE PARTIES' WARRANTS AND COVENANTS

4.1 The Seller hereby warrants and covenants to the Buyer as follows:
4.1.1 Subject to the fulfillment of the Suspending Conditions, there is no prohibition, pursuant to any agreement and/or any law, including pursuant to the Seller's incorporation documents, of the Seller's engagement in this Agreement and fulfillment of all of its covenants pursuant thereto. The Seller's engagement in this Agreement and the execution thereof by it do not constitute a breach of a covenant of the Seller towards any third party.
4.1.2 Subject to the fulfillment of the Suspending Conditions, the Seller has received all of the consents, authorizations and approvals required pursuant to its incorporation documents, as well as all permits and approvals required by law in relation to its engagement in this Agreement and to the fulfillment of its covenants pursuant thereto, and there is no need for the receipt of any additional consents and/or approvals.
4.1.3 Subject to the fulfillment of the Suspending Conditions, all of the Seller's covenants pursuant to this Agreement are legal, valid, binding and enforceable against the Seller pursuant to the conditions thereof, and these covenants, per se, contain nothing that might cause a violation of law or a breach of provisions of any other agreement or covenant.
4.1.4 On the Closing Date, and subject to the Closing of the Hutchison Transaction, the Seller shall be the sole owner and holder of the Shares Being Sold.
4.1.5 The Shares Being Sold shall be transferred to the Buyer on the Closing Date being Free and Clear.
4.1.6 On the Closing Date, the Shares Being Sold shall be fully paid-up; the Seller does not and shall not have any obligation to transfer the Shares Being Sold, or any portion thereof, to any third party, or to refrain from transferring them, and no option or any other right has been granted or issued to any third party for the acquisition of the Shares Being Sold, in whole or in part. On the Closing Date, the Seller shall not be a party to a voting and/or cooperation agreement with any third party and/or with the Company in relation to the Shares Being Sold, in whole or in part, and/or in relation to the Company, with the exception of the relationship agreement dated 20.4.05, inclusive of amendments thereto. To dispel any doubt, it is clarified that the relationship agreement, inclusive of amendments thereto, contains nothing to prevent the sale of the Shares Being Sold to the Buyer pursuant to the provisions of this Agreement and/or to impose restrictions on the Buyer's rights in the Shares Being Sold.
4.1.7 The Shares Being Sold are registered for trading on the TASE.
4.1.8 The Hutchison Agreement was duly signed by the Seller, is valid for all intents and purposes and is binding upon the Seller pursuant to the conditions thereof. The Seller has not breached the Hutchison Agreement, and has no knowledge of a breach of the Hutchison Agreement by Advent.
4.1.9 Apart from the Hutchison Agreement, and the financing agreements accompanying it, there are no additional agreements or understandings between the Seller and Advent that directly or indirectly concern the Company and/or matters regulated in the Hutchison Agreement, including the acquisition of the Seller's Shares of Partner by the Seller. To dispel any doubt, it is clarified that the Hutchison Agreement and the financing agreements accompanying it, contain nothing to prevent the sale of the Shares Being Sold to the Buyer pursuant to the provisions of this Agreement and/or to impose restrictions on the Buyer's rights in the Shares Being Sold.
4.1.10 The Seller is not an Interested Party in the Company and/or in any of the other cellular telecommunications operators (Pelephone, Cellcom).
4.2 The Buyer hereby warrants and covenants to the Seller, subject to the fulfillment of the Suspending Conditions, as follows:
4.2.1 There is no prohibition, pursuant to any agreement and/or any law, including pursuant to the Buyer's incorporation documents, of the Buyer's engagement in this Agreement and fulfillment of all of its covenants pursuant thereto. The Buyer's engagement in this Agreement and the execution thereof by it do not constitute a breach of a covenant of the Buyer towards any third party.
4.2.2 The Buyer has received all of the consents, authorizations and approvals required pursuant to its incorporation documents, as well as all permits and approvals required by law (apart from those included in the Suspending Conditions) in relation to its engagement in this Agreement and to the fulfillment of its covenants pursuant thereto, and there is no need for the receipt of any additional consents and/or approvals.
4.2.3 All of the Buyer's covenants pursuant to this Agreement are legal, valid, binding and enforceable against the Buyer pursuant to the conditions thereof, and these covenants, per se, contain nothing that might cause a violation of law or a breach of provisions of any other agreement or covenant.
4.2.4 The Shares Being Sold are being acquired by the Buyer "as is," being Free and Clear, without any representation and/or declaration whatsoever in relation to the Shares Being Sold and/or in relation to the Company, with the sole exception of the warrants and covenants expressly given by the Seller pursuant to this Agreement and the provisions thereof.
4.2.5 The Buyer is capable of fulfilling all of its covenants pursuant to this Agreement, including the monetary and financial capabilities to purchase the Shares Being Sold.
4.2.6 The Buyer affirms that it is not a "U.S. Person," as this term is defined in Regulation S of the Securities Act of the United States.

5. SUSPENDING CONDITIONS

5.1 The Closing of the Transaction pursuant to this Agreement is contingent upon the fulfillment of the following suspending conditions (hereinabove and hereinafter: "THE SUSPENDING CONDITIONS"):
5.1.1 The Closing of the Hutchison Transaction, subsequent to the fulfillment of the suspending conditions prescribed in the Hutchison Agreement.
5.1.2 The Antitrust Authority or the Ministry of Communication shall not refuse to approve the Closing of the Hutchison Transaction, due to the engagement in this Agreement.
5.2 Immediately after signing this Agreement, the Parties shall take all measures necessary for the fulfillment of the Suspending Conditions as stated above, and each Party shall exert its best efforts to fulfill these conditions, provided that this shall not impose restrictions and/or obligations on the Buyer that are not negligible and that are not expressly specified in this Agreement.
5.3 If, notwithstanding the Parties' efforts, all of the above Suspending Conditions are not fulfilled by February 16, 2010, or by any other postponed date to be determined in the Hutchison Transaction with the consent of the Parties to this Agreement, the validity of this Agreement shall expire and the Transaction pursuant thereto shall be cancelled, and no Party shall have any demand and/or allegation and/or claim against the other Party in this regard. Notwithstanding that stated above, the nonfulfillment of a Suspending Condition that derives from an act or omission of MALA FIDES by a Party to this Agreement shall be deemed a breach by that Party of its covenants pursuant to this Agreement, and shall trigger for the other Party all remedies available to it by law.
1. The Buyer shall notify the Seller of the identity of the body acquiring the Shares Being Sold by seven days before the Closing Date.

7. CLOSING OF THE TRANSACTION

Subject to the fulfillment of all of the Suspending Conditions, the Parties to this Agreement shall meet on the Closing Date at the location where the Closing of the Hutchison Transaction shall be executed, for the purpose of Closing the Transaction and the simultaneous execution of all (and not only a portion) of the following operations:

7.1 The Seller and the Buyer shall exchange confirmations of the accuracy of the warrants given by them pursuant to this Agreement, correct to the Closing Date, in the version attached as APPENDIX 7.1 to this Agreement.
7.2 The Seller shall deliver a confirmation to the Buyer of the Closing of the Hutchison Transaction, in the version attached as APPENDIX 7.2 to this Agreement.
7.3 The Seller shall deliver a share transfer deed to the Buyer in respect of all of the Shares Being Sold, being duly signed by the Seller and duly certified by the Seller's Attorney, in the version attached hereto as APPENDIX 7.3 to this Agreement, and the Buyer shall sign the share transfer deed as the recipient of the transfer.
7.4 A share certificate shall be delivered to the Buyer in respect of the Shares Being Sold, under the Buyer's name, duly signed by the Company and certified by an attorney. It is further agreed that, immediately after the Closing of the Hutchison Transaction, and subject to the receipt of a written instruction signed by the Buyer, the Seller shall ensure that the Company shall issue a share certificate to the Buyer in respect of the Shares Being Sold, under the name of a nominee company, in lieu of the aforesaid share certificate and against the voidance thereof, attaching a written instruction to the nominee company, signed by the Company, instructing it to deposit the shares in the Buyer's bank account, the particulars of which shall be provided in the aforesaid instruction, which shall be delivered by the Buyer to the Seller.
7.5 The Buyer shall pay the Seller the Total Consideration by bank transfer to the Seller's bank account at Bank Leumi Le-Israel Ltd., the particulars of which shall be delivered by the Seller to the Buyer, attaching a confirmation by Bank Leumi Le-Israel Ltd. that the account, the particulars of which were provided by the Seller, is the Seller's account.
7.6 The Parties shall report to the Company about the transfer of the Shares Being Sold to the Buyer and shall deliver the share transfer deed to the Company; the secretary of the Company shall, at that time, register the Buyer in the Company's Register of Shareholders as the owner of the Shares Being Sold and shall deliver a written confirmation by the Company to the Buyer that the Buyer has been registered in the Company's Register of Shareholders as the owner of the Shares Being Sold. Immediately thereafter, the Company shall issue to the Buyer the share certificate under the name of the nominee company and the written instruction to the nominee company, as specified above in clause 7.4.
7.7 The Seller shall deliver to the Buyer a valid certificate of exemption from withholding tax, and, in the absence of such certificate, duly required withholding tax shall be deducted from any sum that shall be paid by the Buyer to the Seller by virtue of and in accordance with this Agreement.

The Parties hereby agree that the execution of all of the aforesaid operations fulfills the cross conditions in this Agreement, and they shall be deemed as being carried out simultaneously at that time. No single operation shall be deemed as having been completed and no single document shall be deemed as having been delivered until all of the operations have been completed and all documents delivered at that time.

8. OPTION FOR THE PURCHASE OF BONDS

The Seller is granting an option to the Buyer for the purchase of bonds convertible into shares of the Seller, which were offered by virtue of the public offering prospectus, which received the approval of the Securities Authority on August 20, 2009 (hereinafter: "THE SHELF PROSPECTUS"), and the shelf offering report published by virtue thereof on September 6, 2009 (hereinafter: "THE OPTION"), through an expansion of the series of convertible bonds offered pursuant to the aforesaid shelf offering report and under conditions as follows:

8.1 The inclusive consideration in respect of the bonds to which the Buyer shall be entitled to purchase shall not exceed one fifth of the Total Consideration that the Buyer shall pay to the Seller for the Shares Being Sold.

8.2 The Buyer shall be entitled to exercise the Option by written notice to be delivered to the Buyer during the period commencing on the signing date of this contract and ending on October 8, 2009 (inclusively) (hereinafter: "THE EXERCISE PERIOD"). The issuance of the bonds that are the subject of the Option to the Buyer, if and to the extent that the Buyer shall exercise the Option, shall be executed after the closing of the sale transaction of the Shares Being Sold pursuant to this contract and subject to the closing thereof.
8.3 All of the other conditions under which the Buyer shall purchase the bonds (including the bond price, the interest rate and the payment date) shall be identical to the conditions under which the bonds were offered in the aforesaid offering.
8.4 The offering of the bonds to the Buyer is subject to the relevant provisions applicable to an offering of this type, pursuant to the statutory provisions. The Seller shall exert its best effort so that the conditions of the offering to the Buyer shall be identical to the conditions under which the convertible bonds were offered in the aforesaid offering.

9. REGISTRATION RIGHTS

9.1 Subject to the Seller's obligations by law as a controlling shareholder of the Company, the Seller covenants to exercise its means of control over the Company to cause the convening of an audit committee meeting, a board meeting and a general assembly of shareholders of the Company, during which a resolution shall be discussed to vest the Buyer with registration rights in relation to the Shares Being Sold, under conditions that are identical to the conditions prescribed in the rights registration agreement dated October 26, 1999 between the Company and Advent and additional shareholders ("THE REGISTRATION AGREEMENT"), this, for a period of five years after the Closing Date. The Buyer shall be entitled to demand the registration of the Shares Being Sold for trading only once, and solely together with a corresponding demand that shall be submitted for the registration of shares for trading by another shareholder or other shareholders of the Company within the scope of a demand for registration of shares for trading, which shall jointly constitute at least 2.65% of the Company's issued and paid-up share capital. The Seller shall notify the Buyer in the event that it shall learn of the intention of another shareholder or other shareholders of the Company to submit an application for the registration of the shares for trading as stated above
9.2 To dispel any doubt, it is hereby clarified that if registration rights for the Shares Being Sold shall be vested prior to the Closing Date, the Shares Being Sold shall be transferred to the Buyer together with registration rights as stated.

10. TRANSFER OF RIGHTS

The Buyer shall be entitled to transfer all of its rights and obligations in respect of the Shares Being Sold, as prescribed in this Agreement, to an Authorized Transferee of the Buyer, subject to the Authorized Transferee of the Buyer assuming all of the Buyer's rights and obligations relating to the acquisition of the Shares Being Sold. To dispel any doubt, it is hereby clarified that that stated above shall in no way restrict the Buyer's right to execute transactions with the Shares Being Sold, including a transfer of the Shares Being Sold and/or the sale thereof, subsequent to the Closing of the Transaction and the sale of the Shares Being Sold to the Buyer; however, it is clarified that the Buyer's rights pursuant to the provisions of the above clause 9 are personal, and are not transferable to any other person and/or body, save for an Authorized Transferee.

11. TAXES AND EXPENSES

Each of the Parties to this Agreement shall bear the taxes and expenses imposed on it by law in relation to this Agreement.

12. GENERAL PROVISIONS

12.1 This Agreement encompasses and exhausts all that agreed upon between the Parties, and any representation, consent, draft or previous undertaking, whether direct or in favor of a third party, between the Parties, and any negotiations, summary of agreements, understanding or agreement between the Parties, which precedes the signing of this Agreement, are hereby nullified and shall be deemed as if never made, done or given.
12.2 The Seller shall make use of its means of control over the Company so that every Immediate Report of the Company shall be forwarded directly by the Company to the Buyer upon being reported to the public
12.3 Any alteration, amendment or addendum to this Agreement shall not be valid unless drawn up in writing and signed by the Parties to this Agreement. No claim of an oral amendment of the Agreement shall be entertained.
12.4 Each Party shall safeguard in confidentiality any information that it received from the other Party in relation to this Agreement and the execution thereof, and no use shall be made thereof other than for the purpose of the execution of this Agreement. That stated above shall not apply to: (a) information that was or came in the public domain other than due to a breach of this Agreement; (b) information that was furnished to any of the Parties by a third party, which was not while breaching the duty of confidentiality towards the other Party to the Agreement; (c) information that must be disclosed pursuant to any law or competent authority.
12.5 Any waiver of a right by a Party to this Agreement, which was granted to it in this Agreement, shall be valid only if drawn up in writing. If the waiver shall be valid, it shall be valid solely at that time and in that instance, and shall not give rise to any estoppels or preventions in the future.
12.6 This Agreement does not constitute a contract in favor of a third party, and it in no way confers rights to any person, save the direct Parties thereto, and apart from that expressly stated therein.
12.7 The Parties covenant to act with BONA FIDES, diligently and continuously for the purpose of executing this Agreement quickly and efficiently, and to exert maximum cooperative efforts to remove any prohibition, obstacle or restriction that might prevent the convening of the Closing Date as soon as possible, and provided that it shall in no way impose restrictions and/or obligations on the Parties that are not negligible and that are not expressly specified in this Agreement.
12.8 The Parties shall take the additional steps necessary for the purpose of implementing this Agreement literally and as intended, and shall sign any document needing their signatures for this purpose.
12.9 The law applicable to this Agreement and all that deriving from it shall be solely Israeli law (without the Israeli choice of law rules), and no other law shall apply.
12.10 The sole jurisdiction in relation to any matter and issue that might arise in connection with this Agreement and the execution thereof shall be referred solely to the competent court in Tel-Aviv as the exclusive venue, and no other court shall have any jurisdiction to deliberate a matter as stated.
12.11 Any notice by any of the Parties shall be sent to the addressee by personal delivery or by registered mail to the address specified in the recitals to this Agreement (or to any other address advised by written notice to the other Party) and shall be deemed as having reached the addressee Party on the day of its delivery if delivered by personal delivery at the above address, or 72 hours after the time of its dispatch if sent by registered mail to the above address.

AND IT WITNESS HERETO THE PARTIES HAVE SIGNED:

---------------------------------- ------------------------------------ MIGDAL INSURANCE COMPANY LTD. - SCAILEX CORPORATION LTD. FOR NOSTRO

		Date:
	Private company no
	Re: CONFIRMATION OF THE ACCURACY OF THE WARRANTS GIVEN PURSUANT TO THEAGREEMENT DATED
	Pursuant to the agreement dated between Ltd. andScailex Corporation Ltd. (hereinafter: "THE AGREEMENT"), we hereby warrant toyou as follows:
1.	All warrants given by us pursuant to the Agreement are correct, accurate,complete and valid, also correct to the date of this letter (hereinafter:"THE CLOSING DATE").
2.	All of our covenants and the conditions that we must fulfill pursuant tothe Agreement, which must be executed or fulfilled by the Closing Date,have been fulfilled in their entirety.
3.	No third party has any right and/or allegation and/or demand to cancel theAgreement.
		Sincerely,

Date: ______________

Dear Mr./Ms.,
Re: CONFIRMATION
Pursuant to the agreement signed by us on ("THE SALE AGREEMENT"),we hereby declare to you as follows:
All of the Suspending Conditions have been fulfilled pursuant to the agreementdated August 12, 2009 between us and Advent Investments Pte Ltd. (hereinafter:"ADVENT"), a Singapore corporation controlled by Hutchison TelecommunicationsInternational Limited, for the acquisition of the Seller's Shares of Partnerfrom Advent, and the Closing pursuant thereto has been carried out, and all ofthe Seller's Shares of Partner have been transferred under our name and to ourownership, being Free and Clear.
All of the terms in this declaration shall have the meanings ascribed to them inthe Sale Agreement, unless otherwise expressly defined in this document.
Sincerely,
SCAILEX CORPORATION LTD.
ATTORNEY'S CERTIFICATION - SCAILEX CORPORATION LTD. (HEREINAFTER: "THE COMPANY")
I, the undersigned,, Adv., do hereby certify that the abovedocument was signed by Messrs and,who are authorized to sign on behalf of the Company and to obligate it pursuantto this document.
DateAttorney's name

14 -

SHARE TRANSFER DEED

I, the undersigned, Scailex Corporation Ltd. (public company no. 52-003180-8)
(hereinafter: "THE TRANSFEROR") do hereby transfer to (hereinafter:
"THE TRANSFEREE") ordinary shares of NIS 0.12 par value each of
Partner Communications Ltd. (public company no. 52-004431-4) (hereinafter: "THECOMPANY," "THE SHARES," respectively), and they shall be held by the Transfereeor its representatives in accordance with the conditions under which theTransferor held the shares on the signing date of this Deed.
and I, the Transferee, do hereby agree to receive the shares in accordance withthese conditions.
AND IN WITNESS HERETO THE PARTIES HAVE SIGNED
ON THE DAY OF THE MONTH OF IN THE YEAR 2009

THE TRANSFERORTHE TRANSFEREE

15 -

------------------------------------- ------------------------------------- WITNESS TO THE TRANSFEROR'S SIGNATURE WITNESS TO THE TRANSFEREE'S SIGNATURE Filename: exhibit_16.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 16

TRANSLATION FROM THE ORIGINAL HEBREW

AGREEMENT

DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 13, 2009

BETWEEN

EXCELLENCE NESSUAH BROKERAGE SERVICES LTD. Private Company that is required to submit a balance sheet, no. 52-004198-9 of 7 Jabotinsky Street Ramat-Gan, Israel (hereinafter - "THE BUYER")

OF THE FIRST PART;

AND

SCAILEX CORPORATION LTD. Public company number 52-003180-8 of 48 Ben Tsiyon Galis Street Petach Tikva, Israel (hereinafter - "THE SELLER")

OF THE SECOND PART;

WHEREFORE, THE PARTIES HEREBY DECLARE, AGREE AND STIPULATE AS FOLLOWS:

1. RECITALS AND INTERPRETATION

1.1 The recitals to this Agreement and the appendices thereto constitute an integral part thereof. In any instance of a contradiction between this Agreement and any of the appendices thereto, the provisions of this Agreement shall prevail.
1.2 This Agreement has been divided into clauses and subclauses, and headings have been added, solely for the sake of convenience, and no use may be made thereof in the interpretation of this Agreement.
1.3 In this Agreement, that stated in the singular also encompasses the plural and vice versa, as the case may be, unless otherwise explicitly stated.

2. DEFINITIONS

In this Agreement, the following expressions shall have the meaning defined alongside them unless otherwise explicitly stated.

"THE SHARES BEING SOLD" - 980,000 ordinary shares, constituting 0.64% of the issued and paid-up share capital of the Company (not fully diluted and after neutralizing dormant shares held by the Company).

Shares of Partner from Advent, which is attached as APPENDIX 2 to this Agreement, and as shall be amended from time to time.

"THIS AGREEMENT" - This Agreement, inclusive of appendices

thereto.

"THE TRANSACTION" - As this term is defined in clause 3.1 of this

Agreement.

"THE COMPANIES ACT" - The Companies Act, 5759 - 1999.

"DISTRIBUTION" - As the term "distribution" is defined in the

Hutchison Agreement.

"THE BUYER'S PROPORTIONATE

SHARE" - 1.241%.

"BUSINESS DAY" - Sundays through Thursday every week,

excluding national holidays, religious holidays, holiday eves, Sabbath days or any

day on which banks in Israel are not conducting business as usual for any reason

whatsoever.

"THE CLOSING DATE" - The closing date shall be at the time the

Hutchison Transaction is closed and

immediately thereafter.

"THE CLOSING DATE The date prescribed in the Hutchison

OF THE HUTCHISON Agreement for the closing of the Hutchison

TRANSACTION" - Transaction.

"AUTHORIZED TRANSFEREE Capital Research Fund or other fund of the

OF THE BUYER" - Capital Group.

"FREE AND CLEAR" - Free and clear of any debt, attachment, encumbrance, pledge or any other third-party

right.

"THE TOTAL CONSIDERATION" - As this term is defined in clause 3.2 of this

Agreement.

"INTERESTED PARTY,"

"EXCEPTIONAL TRANSACTION" - As this term is defined in the Companies Act.

"PARTIES" - The Seller on the one hand and the Buyer on the other hand.

"THE BUYER" - Excellence Nessuah Brokerage Services Ltd.

"CONTROL," "FAMILY MEMBER," As these terms are defined in the Securities "HOLDING," "NEGLIGIBLE Act, 5728 - 1968 or in the regulations

TRANSACTION" - pursuant thereto.

"THE SUSPENDING The conditions prescribed in clause 5 of this

CONDITIONS" - Agreement.

3. THE TRANSACTION

3.1 Subject to the fulfillment of the Suspending Conditions, the Seller shall sell and shall transfer to the Buyer, and the Buyer shall acquire and receive by way of transfer from the Seller the Shares Being Sold on the Closing Date, being Free and Clear, in consideration for the payment of the Total Consideration by the Buyer to the Seller as specified in clause 3.2 hereunder (hereinafter: "THE TRANSACTION").

3.2 Subject to the acquisition of the Shares Being Sold, being Free and Clear, and the transfer thereof to the ownership of the Buyer and under its name, the Buyer shall pay the sum of NIS 69.10 per Share Being Sold to the Seller, for a total consideration of NIS 67,718,000.00 for all of the Shares Being Sold (hereinafter: "THE TOTAL CONSIDERATION").
3.3 In addition to the Shares Being Sold, the Buyer shall be entitled to the sum equivalent to the product of the sum of the Distribution to which the Seller shall be entitled by virtue of clause 2.1 of the Hutchison Agreement multiplied by the Buyer's Proportionate Share (hereinafter: "THE SUM OF THE DISTRIBUTION TO THE BUYER"). If the Seller shall receive the Sum of the Distribution to which the Seller is entitled by virtue of clause 2.1 of the Hutchison Agreement by the Closing Date of the Hutchison Transaction, the Sum of the Distribution to the Buyer shall be deducted from the Total Consideration. In any other instance, the Sum of the Distribution to the Buyer shall be paid within 24 hours of the date it is received by the Seller.
3.4 To dispel any doubt, the above clause 3.3 shall also apply to a distribution of bonus shares, and the Buyer shall be entitled to receive bonus shares distributed in respect of the Shares Being Sold.
3.5 The Total Consideration shall be paid to the Seller in New Shekels.

3.6 If, during the period between the signing of this Agreement and the Closing Date, the Company shall make technical changes in its issued share capital, such as a consolidation or division of its capital, when the determinant date for the execution thereof falls during the said period, the shares allotted to the Seller against the Shares Being Sold shall replace the Shares Being Sold on the date of the said change, without any change in the Total Consideration.

4. THE PARTIES' WARRANTS AND COVENANTS

4.1 The Seller hereby warrants and covenants to the Buyer as follows:
4.1.1 Subject to the fulfillment of the Suspending Conditions, there is no prohibition, pursuant to any agreement and/or any law, including pursuant to the Seller's incorporation documents, of the Seller's engagement in this Agreement and fulfillment of all of its covenants pursuant thereto. The Seller's engagement in this Agreement and the execution thereof by it do not constitute a breach of a covenant of the Seller towards any third party.
4.1.2 Subject to the fulfillment of the Suspending Conditions, the Seller has received all of the consents, authorizations and approvals required pursuant to its incorporation documents, as well as all permits and approvals required by law in relation to its engagement in this Agreement and to the fulfillment of its covenants pursuant thereto, and there is no need for the receipt of any additional consents and/or approvals.
4.1.3 Subject to the fulfillment of the Suspending Conditions, all of the Seller's covenants pursuant to this Agreement are legal, valid, binding and enforceable against the Seller pursuant to the conditions thereof, and these covenants, per se, contain nothing that might cause a violation of law or a breach of provisions of any other agreement or covenant.
4.1.4 On the Closing Date, and subject to the Closing of the Hutchison Transaction, the Seller shall be the sole owner and holder of the Shares Being Sold.
4.1.5 The Shares Being Sold shall be transferred to the Buyer on the Closing Date being Free and Clear.
4.1.6 On the Closing Date, the Shares Being Sold shall be fully paid-up; the Seller does not and shall not have any obligation to transfer the Shares Being Sold, or any portion thereof, to any third party, or to refrain from transferring them, and no option or any other right has been granted or issued to any third party for the acquisition of the Shares Being Sold, in whole or in part. On the Closing Date, the Seller shall not be a party to a voting and/or cooperation agreement with any third party and/or with the Company in relation to the Shares Being Sold, in whole or in part, and/or in relation to the Company, with the exception of the relationship agreement dated 20.4.05, inclusive of amendments thereto. To dispel any doubt, it is clarified that the relationship agreement, inclusive of amendments thereto, contains nothing to prevent the sale of the Shares Being Sold to the Buyer pursuant to the provisions of this Agreement and/or to impose restrictions on the Buyer's rights in the Shares Being Sold, including the right to sell them to any transferee, including an Authorized Transferee. It is further clarified that the relationship agreement, inclusive of amendments thereto, contains nothing to restrict the transferee, which shall purchase the Shares Being Sold from Excellence, in a sale thereof and/or in the performance of any operation whatsoever with the Shares Being Sold and/or in an exercise of any right in the Shares Being Sold, as of the date of the purchase thereof by the transferee, including the right to sell them to any third party.
4.1.7 The Shares Being Sold are registered for trading on the TASE (as this term is defined above) and shall continue to be registered for trading also on the date of the sale thereof to the Buyer.
4.1.8 The Hutchison Agreement was duly signed by the Seller, is valid for all intents and purposes and is binding upon the Seller pursuant to the conditions thereof. The Seller has not breached the Hutchison Agreement, and has no knowledge of a breach of the Hutchison Agreement by Advent.
4.1.9 Apart from the Hutchison Agreement, and the financing agreements accompanying it, there are no additional agreements or understandings between the Seller and Advent that directly or indirectly concern the Company and/or the matters regulated in the Hutchison Agreement, including the acquisition of the Seller's Shares of Partner by the Seller. To dispel any doubt, it is clarified that the Hutchison Agreement and the financing agreements accompanying it, contain nothing to prevent the sale of the Shares Being Sold to the Buyer pursuant to the provisions of this Agreement and/or to impose restrictions on the Buyer's rights in the Shares Being Sold, including on the right to sell them.
4.2 The Buyer hereby warrants and covenants to the Seller, subject to the fulfillment of the Suspending Conditions, as follows:
4.2.1 There is no prohibition, pursuant to any agreement and/or any law, including pursuant to the Buyer's incorporation documents, of the Buyer's engagement in this Agreement and fulfillment of all of its covenants pursuant thereto. The Buyer's engagement in this Agreement and the execution thereof by it do not constitute a breach of a covenant of the Buyer towards any third party.
4.2.2 The Buyer has received all of the consents, authorizations and approvals required pursuant to its incorporation documents, as well as all permits and approvals required by law (apart from those included in the Suspending Conditions) in relation to its engagement in this Agreement and to the fulfillment of its covenants pursuant thereto, and there is no need for the receipt of any additional consents and/or approvals.
4.2.3 All of the Buyer's covenants pursuant to this Agreement are legal, valid, binding and enforceable against the Buyer pursuant to the conditions thereof, and these covenants, per se, contain nothing that might cause a violation of law or a breach of provisions of any other agreement or covenant.
4.2.4 The Shares Being Sold are being acquired by the Buyer "as is," being Free and Clear, without any representation and/or declaration whatsoever in relation to the Shares Being Sold and/or in relation to the Company, with the sole exception of the warrants and covenants expressly given by the Seller pursuant to this Agreement and the provisions thereof.
4.2.5 The Buyer is capable of fulfilling all of its covenants pursuant to this Agreement, including the monetary and financial capabilities to purchase the Shares Being Sold.
4.2.6 The Buyer affirms that it is not a "U.S. Person," as this term is defined in Regulation S of the Securities Act of the United States.

5. SUSPENDING CONDITIONS

5.1 The Closing of the Transaction pursuant to this Agreement is contingent upon the fulfillment of the following suspending conditions (hereinabove and hereinafter: "THE SUSPENDING CONDITIONS"):
5.1.1 The Closing of the Hutchison Transaction, subsequent to the fulfillment of the suspending conditions prescribed in the Hutchison Agreement.
5.1.2 The Antitrust Authority or the Ministry of Communication shall not refuse to approve the Closing of the Hutchison Transaction, due to the engagement in this Agreement.
5.2 Immediately after signing this Agreement, the Parties shall take all measures necessary for the fulfillment of the Suspending Conditions as stated above, and each Party shall exert its best efforts to fulfill these conditions, provided that this shall not impose restrictions and/or obligations on the Buyer that are not negligible and that are not expressly specified in this Agreement.
5.3 If, notwithstanding the Parties' efforts, all of the above Suspending Conditions are not fulfilled by October 31, 2009 ("THE DETERMINANT DATE"), the validity of this Agreement shall expire and the transaction pursuant thereto shall be cancelled, and no Party shall have any demand and/or allegation and/or claim against the other Party in this regard. Notwithstanding that stated above, Excellence shall have the right to postpone the Determinant Date, from time to time, for periods of 30 days each time, by written notice to be delivered to the Seller by no later than the Determinant Date, or by the postponed Determinant Date, if postponed by Excellence as stated. Notwithstanding that stated above, the nonfulfillment of a Suspending Condition that derives from an act or omission of MALA FIDES by a Party to this Agreement shall be deemed a breach by that Party of its covenants pursuant to this Agreement, and shall trigger for the other Party all remedies available to it by law.
1. [left blank intentionally].

7. CLOSING OF THE TRANSACTION

7.1 The Seller and the Buyer shall exchange confirmations of the accuracy of the warrants given by them pursuant to this Agreement, correct to the Closing Date, in the version attached as APPENDIX 7.1 to this Agreement.
7.2 The Seller shall deliver a confirmation to the Buyer of the Closing of the Hutchison Transaction, in the version attached as APPENDIX 7.2 to this Agreement.
7.3 The Seller shall deliver a share transfer deed to the Buyer in respect of all of the Shares Being Sold, being duly signed by the Seller and duly certified by the Seller's Attorney, in the version attached hereto as APPENDIX 7.3 to this Agreement, and the Buyer shall sign the share transfer deed as the recipient of the transfer.
7.4 A share certificate shall be delivered to the Buyer in respect of the Shares Being Sold, under the Buyer's name, duly signed by the Company and certified by an attorney. It is further agreed that, immediately after the Closing of the Hutchison Transaction, and subject to the receipt of a written instruction signed by the Buyer, the Seller shall ensure that the Company shall issue a share certificate to the Buyer in respect of the Shares Being Sold, under the name of a nominee company, in lieu of the aforesaid share certificate and against the voidance thereof, attaching a written instruction to the nominee company, signed by the Company, instructing it to deposit the shares in the Buyer's bank account, the particulars of which shall be provided in the aforesaid instruction, which shall be delivered by the Buyer to the Seller.
7.5 The Buyer shall pay the Seller the Total Consideration by bank transfer to the Seller's bank account at Bank Leumi Le-Israel Ltd., the particulars of which shall be delivered by the Seller to the Buyer, attaching a confirmation by Bank Leumi Le-Israel Ltd. that the account, the particulars of which were provided by the Seller, is the Seller's account.
7.6 The Parties shall report to the Company about the transfer of the Shares Being Sold to the Buyer and shall deliver the share transfer deed to the Company; the secretary of the Company shall, at that time, register the Buyer in the Company's Register of Shareholders as the owner of the Shares Being Sold and shall deliver a written confirmation by the Company to the Buyer that the Buyer has been registered in the Company's Register of Shareholders as the owner of the Shares Being Sold. Immediately thereafter, the Company shall issue to the Buyer the share certificate under the name of the nominee company and the written instruction to the nominee company, as specified above in clause 7.4.
7.7 The Seller shall deliver to the Buyer a valid certificate of exemption from withholding tax, and, in the absence of such certificate, duly required withholding tax shall be deducted from any sum that shall be paid by the Buyer to the Seller by virtue of and in accordance with this Agreement.

1. [left blank intentionally].
1. [left blank intentionally].
1. [left blank intentionally].
1. TAXES AND EXPENSES

Each of the Parties to this Agreement shall bear the taxes and expenses imposed on it by law in relation to this Agreement.

12. GENERAL PROVISIONS

12.1 This Agreement encompasses and exhausts all that agreed upon between the Parties, and any representation, consent, draft or previous undertaking, whether direct or in favor of a third party, between the Parties, and any negotiations, summary of agreements, understanding or agreement between the Parties, which precedes the signing of this Agreement, are hereby nullified and shall be deemed as if never made, done or given.
12.2 The Seller shall make use of its means of control over the Company so that every Immediate Report of the Company shall be forwarded directly by the Company to the Buyer upon being reported to the public
12.3 Any alteration, amendment or addendum to this Agreement shall not be valid unless drawn up in writing and signed by the Parties to this Agreement. No claim of an oral amendment of the Agreement shall be entertained.
12.4 Each Party shall safeguard in confidentiality any information that it received from the other Party in relation to this Agreement and the execution thereof, and no use shall be made thereof other than for the purpose of the execution of this Agreement. That stated above shall not apply to: (a) information that was or came in the public domain other than due to a breach of this Agreement; (b) information that was furnished to any of the Parties by a third party, which was not while breaching the duty of confidentiality towards the other Party to the Agreement; (c) information that must be disclosed pursuant to any law or competent authority.
12.5 Any waiver of a right by a Party to this Agreement, which was granted to it in this Agreement, shall be valid only if drawn up in writing. If the waiver shall be valid, it shall be valid solely at that time and in that instance, and shall not give rise to any estoppels or preventions in the future.
12.6 This Agreement does not constitute a contract in favor of a third party, and it in no way confers rights to any person, save the direct Parties thereto, and apart from that expressly stated therein.
12.7 The Parties covenant to act with BONA FIDES, diligently and continuously for the purpose of executing this Agreement quickly and efficiently, and to exert maximum cooperative efforts to remove any prohibition, obstacle or restriction that might prevent the convening of the Closing Date as soon as possible, and provided that it shall in no way impose restrictions and/or obligations on the Parties that are not negligible and that are not expressly specified in this Agreement.
12.8 The Parties shall take the additional steps necessary for the purpose of implementing this Agreement literally and as intended, and shall sign any document needing their signatures for this purpose.
12.9 The law applicable to this Agreement and all that deriving from it shall be solely Israeli law (without the Israeli choice of law rules), and no other law shall apply.
12.10 The sole jurisdiction in relation to any matter and issue that might arise in connection with this Agreement and the execution thereof shall be referred solely to the competent court in Tel-Aviv as the exclusive venue, and no other court shall have any jurisdiction to deliberate a matter as stated.
12.11 Any notice by any of the Parties shall be sent to the addressee by personal delivery or by registered mail to the address specified in the recitals to this Agreement (or to any other address advised by written notice to the other Party) and shall be deemed as having reached the addressee Party on the day of its delivery if delivered by personal delivery at the above address, or 72 hours after the time of its dispatch if sent by registered mail to the above address.
12.12 The Parties shall not publish any announcement and/or report in relation to this Agreement, until after the Party wanting such publication as stated has received the consent of the other Party to the very publication and to the wording of the publication. The Parties shall safeguard the particulars of this Agreement in absolute confidentiality, with the exception of disclosure of information about the Agreement that is required by law and/or if the consent of the relevant Party to disclosure of information has been obtained, after the wording of the disclosure has been forwarded for its perusal.

AND IT WITNESS HERETO THE PARTIES HAVE SIGNED:

/s/ /s/				/s/ Yahel Shachr; /s/ Shachar Rachim

EXCELLENCE NESSUAH BROKERAGE SERVICES LTD. SCAILEX CORPORATION LTD.

		Date:
	Private company no
	Re: CONFIRMATION OF THE ACCURACY OF THE WARRANTS GIVEN PURSUANT TO THEAGREEMENT DATED
	Pursuant to the agreement dated between Ltd. andScailex Corporation Ltd. (hereinafter: "THE AGREEMENT"), we hereby warrant toyou as follows:
1.	All warrants given by us pursuant to the Agreement are correct, accurate,complete and valid, also correct to the date of this letter (hereinafter:"THE CLOSING DATE").
2.	All of our covenants and the conditions that we must fulfill pursuant tothe Agreement, which must be executed or fulfilled by the Closing Date,have been fulfilled in their entirety.
3.	No third party has any right and/or allegation and/or demand to cancel theAgreement.
		Sincerely,

Date: ______________

Dear Mr./Ms.,
Re: CONFIRMATION
Pursuant to the agreement signed by us on ("THE SALE AGREEMENT"),we hereby declare to you as follows:
All of the Suspending Conditions have been fulfilled pursuant to the agreementdated August 12, 2009 between us and Advent Investments Pte Ltd. (hereinafter:"ADVENT"), a Singapore corporation controlled by Hutchison TelecommunicationsInternational Limited, for the acquisition of the Seller's Shares of Partnerfrom Advent, and the Closing pursuant thereto has been carried out, and all ofthe Seller's Shares of Partner have been transferred under our name and to ourownership, being Free and Clear.
All of the terms in this declaration shall have the meanings ascribed to them inthe Sale Agreement, unless otherwise expressly defined in this document.
Sincerely,
SCAILEX CORPORATION LTD.
ATTORNEY'S CERTIFICATION - SCAILEX CORPORATION LTD. (HEREINAFTER: "THE COMPANY")
I, the undersigned,, Adv., do hereby certify that the abovedocument, and the Sale Agreement, were signed by Messrs and, who are authorized to sign on behalf of the Company and toobligate it pursuant to this document.
DateAttorney's name

13 -

SHARE TRANSFER DEED

I, the undersigned, Scailex Corporation Ltd. (public company no. 52-003180-8)
(hereinafter: "THE TRANSFEROR") do hereby transfer to (hereinafter:
"THE TRANSFEREE") ordinary shares of NIS 0.12 par value each of
Partner Communications Ltd. (public company no. 52-004431-4) (hereinafter: "THECOMPANY," "THE SHARES," respectively), and they shall be held by the Transfereeor its representatives in accordance with the conditions under which the
Transferor held the shares on the signing date of this Deed.
and I, the Transferee, do hereby agree to receive the shares in accordance withthese conditions.
AND IN WITNESS HERETO THE PARTIES HAVE SIGNED
ON THE DAY OF THE MONTH OF IN THE YEAR 2009

THE TRANSFEROR	THE TRANSFEREE

14 -

------------------------------------- ------------------------------------- WITNESS TO THE TRANSFEROR'S SIGNATURE WITNESS TO THE TRANSFEREE'S SIGNATURE Filename: exhibit_17.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 17

TRANSLATION FROM THE ORIGINAL HEBREW

AGREEMENT

DRAWN UP AND SIGNED IN TEL-AVIV ON AUGUST 21, 2009

BETWEEN

BANK LEUMI LE-ISRAEL LTD. either itself or through a company under its control of 34 Yehuda Halevy Street Tel-Aviv, Israel (hereinafter - "THE BUYER")

OF THE FIRST PART;

AND

SCAILEX CORPORATION LTD. Public company number 52-003180-8 of 48 Ben Tsiyon Galis Street Petach Tikva, Israel (hereinafter - "THE SELLER")

OF THE SECOND PART;

WHEREFORE, THE PARTIES HEREBY DECLARE, AGREE AND STIPULATE AS FOLLOWS:

1. RECITALS AND INTERPRETATION

1.1 The recitals to this Agreement and the appendices thereto constitute an integral part thereof. In any instance of a contradiction between this Agreement and any of the appendices thereto, the provisions of this Agreement shall prevail.
1.2 This Agreement has been divided into clauses and subclauses, and headings have been added, solely for the sake of convenience, and no use may be made thereof in the interpretation of this Agreement.
1.3 In this Agreement, that stated in the singular also encompasses the plural and vice versa, as the case may be, unless otherwise explicitly stated.

2. DEFINITIONS

In this Agreement, the following expressions shall have the meaning defined alongside them unless otherwise explicitly stated.

"THE SHARES BEING SOLD" - 7,677,037 ordinary shares, constituting 4.99% of the issued and paid-up share capital of the Company, not fully diluted and after neutralizing dormant shares held by the Company, and 4.805% (on a fully diluted basis, including the assumption of a full exercise of all options to receive securities of the Company, as they exist correct on the signing date of the Hutchison Agreement, and after neutralizing dormant shares held by the Company).

"THE HUTCHISON AGREEMENT" - Agreement dated 12.8.2009 between the Seller and Advent Investments Pte Ltd. (hereinafter: "ADVENT"), a Singapore corporation controlled by Hutchison Telecommunications International Limited, for the acquisition of the Seller's Shares of Partner from Advent, which is attached as APPENDIX 2 to this Agreement, and as shall be amended from time to time.

"THIS AGREEMENT" - This Agreement, inclusive of appendices

thereto.

"THE TRANSACTION" - As this term is defined in clause 3.1 of this

Agreement.

"THE ADJUDICATOR" - Accountant Yitzhak Suari or, if he is unable to fill this role for any reason whatsoever, Dr. Joseph Bachar, or, if he is unable to fill this role for any reason whatsoever, any other adjudicator to be appointed by the

mutual consent of the Parties.

"THE COMPANIES ACT" - The Companies Act, 5759 - 1999.

"DISTRIBUTION" - As the term "distribution" is defined in the

Hutchison Agreement.

"THE BUYER'S PROPORTIONATE

SHARE" - 9.725%.

"BUSINESS DAY" - Sundays through Thursday every week, excluding national holidays, religious holidays, holiday eves, Sabbath days or any day on which banks in Israel are not conducting business as usual for any reason whatsoever.

"THE CLOSING DATE" - The closing date shall be at the time the Hutchison Transaction is closed and immediately thereafter.

"THE CLOSING DATE The date prescribed in the Hutchison OF THE HUTCHISON Agreement for the closing of the Hutchison

TRANSACTION" - Transaction.

"AUTHORIZED TRANSFEREE" - Of a Party to the Agreement: any corporation holding no less than 85% of the issued and paid-up share capital of a Party to the Agreement, or a corporation that a Party to the Agreement holds no less than 85% of its

issued and paid-up share capital.

"FREE AND CLEAR" - Free and clear of any encumbrance, pledge,

attachment, debt, lien or any third-party

right.

"THE TOTAL CONSIDERATION" - As this term is defined in clause 3.2 of this

Agreement.

"INTERESTED PARTY,"

"EXCEPTIONAL TRANSACTION" - As this term is defined in the Companies Act.

"INTERESTED-PARTY Transaction with an interested party, TRANSACTION" - including a transaction that is not

an exceptional transaction, but excluding a

negligible transaction.

"PARTIES" - The Seller on the one hand and the Buyer on

the other hand.

"THE BUYER" - Bank Leumi Le-Israel Ltd. or any company

under its control.

"CONTROL," "FAMILY MEMBER," As these terms are defined in the Securities

"HOLDING," "NEGLIGIBLE Act, 5728 - 1968 or in the regulations

TRANSACTION" - pursuant thereto.

"THE SUSPENDING The conditions prescribed in clause 5 of this

CONDITIONS" - Agreement.

3. THE TRANSACTION

3.2 Subject to the acquisition of the Shares Being Sold, being Free and Clear, and the transfer thereof to the ownership of the Buyer and under its name, the Buyer shall pay the sum of NIS 67.025 per Share Being Sold to the Seller, for a total consideration of NIS 514,553,405 for all of the Shares Being Sold (hereinafter: "THE BASE CONSIDERATION"). The Base Consideration shall bear LIBOR interest (as this term is defined in clause 1.1 of the Hutchison Agreement) as of the signing date of the Hutchison Agreement and until the Closing Date of the Hutchison Transaction (the Base Consideration plus the interest as stated, hereinafter: "THE TOTAL CONSIDERATION").

3.3 In addition to the Shares Being Sold, the Buyer shall be entitled to the sum equivalent to the product of the sum of the Distribution to which the Seller shall be entitled by virtue of clause 2.1 of the Hutchison Agreement multiplied by the Buyer's Proportionate Share (hereinafter: "THE SUM OF THE DISTRIBUTION TO THE BUYER"). If the Seller shall receive the Sum of the Distribution to which the Seller is entitled by virtue of clause 2.1 of the Hutchison Agreement by the Closing Date of the Hutchison Transaction, the Sum of the Distribution to the Buyer shall be deducted from the Total Consideration. In any other instance, the Sum of the Distribution to the Buyer shall be paid within 24 hours of the date it is received by the Seller.
3.4 To dispel any doubt, the above clause 3.3 shall also apply to a distribution of bonus shares, and the Buyer shall be entitled to receive bonus shares distributed in respect of the Shares Being Sold.
3.5 The Total Consideration shall be paid to the Seller in New Shekels.
3.6 If, during the period between the signing of this Agreement and the Closing Date, the Company shall make technical changes in its issued share capital, such as a consolidation or division of its capital, when the determinant date for the execution thereof falls during the said period, the shares allotted to the Seller against the Shares Being Sold shall replace the Shares Being Sold on the date of the said change, without any change in the Total Consideration.

4. THE PARTIES' WARRANTS AND COVENANTS

4.1 The Seller hereby warrants and covenants to the Buyer as follows:
4.1.1 Subject to the fulfillment of the Suspending Conditions, there is no prohibition, pursuant to any agreement and/or any law, including pursuant to the Seller's incorporation documents, of the Seller's engagement in this Agreement and fulfillment of all of its covenants pursuant thereto. The Seller's engagement in this Agreement and the execution thereof by it do not constitute a breach of a covenant of the Seller towards any third party.
4.1.2 Subject to the fulfillment of the Suspending Conditions, the Seller has received all of the consents, authorizations and approvals required pursuant to its incorporation documents, as well as all permits and approvals required by law in relation to its engagement in this Agreement and to the fulfillment of its covenants pursuant thereto, and there is no need for the receipt of any additional consents and/or approvals.
4.1.3 Subject to the fulfillment of the Suspending Conditions, all of the Seller's covenants pursuant to this Agreement are legal, valid, binding and enforceable against the Seller pursuant to the conditions thereof, and these covenants, per se, contain nothing that might cause a violation of law or a breach of provisions of any other agreement or covenant.
4.1.4 On the Closing Date, and subject to the Closing of the Hutchison Transaction, the Seller shall be the sole owner and holder of the Shares Being Sold.
4.1.5 The Shares Being Sold shall be transferred to the Buyer on the Closing Date being Free and Clear.
4.1.6 All of the Shares Being Sold were lawfully allotted, and the Company has no right of lien in relation thereto.
4.1.7 On the Closing Date, the Shares Being Sold shall be fully paid-up; the Seller does not and shall not have any obligation to transfer the Shares Being Sold, or any portion thereof, to any third party, or to refrain from transferring them, and no option or any other right has been granted or issued to any third party for the acquisition of the Shares Being Sold, in whole or in part. On the Closing Date, the Seller shall not be a party to a voting agreement, cooperation, shareholders' agreement or any other agreement with any third party and/or with the Company in relation to the Shares Being Sold, in whole or in part, and/or in relation to the Company or to a corporation held by it, with the exception of the relationship agreement dated 20.4.05, inclusive of amendments thereto.
4.1.8 The Hutchison Agreement was duly signed by the Seller, is valid for all intents and purposes and is binding upon the Seller pursuant to the conditions thereof. The Seller has not breached the Hutchison Agreement, and has no knowledge of a breach of the Hutchison Agreement by Advent.
4.1.9 Apart from the Hutchison Agreement, there are no additional agreements or understandings between the Seller and Advent that directly or indirectly concern matters regulated in the Hutchison Agreement, including the acquisition of the Seller's Shares of Partner by the Seller.
4.1.10 The Seller covenants not to terminate and/or amend and/or alter and/or to agree to terminate and/or amend and/or materially alter, whether for a consideration or for no consideration, provisions of the Hutchison Agreement, including a waiver of its rights pursuant to the Hutchison Agreement, and covenants not to agree to waive or forgive a breach of provisions of the Hutchison Agreement by Advent, and not to waive or reach a compromise in respect of a sum that is or shall become due to the Seller in accordance or in connection with its rights pursuant to the Hutchison Agreement, all unless it has received the Buyer's prior written consent.
4.2 The Buyer hereby warrants and covenants to the Seller, subject to the fulfillment of the Suspending Conditions, as follows:
4.2.1 There is no prohibition, pursuant to any agreement and/or any law, including pursuant to the Buyer's incorporation documents, of the Buyer's engagement in this Agreement and fulfillment of all of its covenants pursuant thereto. The Buyer's engagement in this Agreement and the execution thereof by it do not constitute a breach of a covenant of the Buyer towards any third party.
4.2.2 The Buyer has received all of the consents, authorizations and approvals required pursuant to its incorporation documents, as well as all permits and approvals required by law (apart from those included in the Suspending Conditions) in relation to its engagement in this Agreement and to the fulfillment of its covenants pursuant thereto, and there is no need for the receipt of any additional consents and/or approvals.
4.2.3 All of the Buyer's covenants pursuant to this Agreement are legal, valid, binding and enforceable against the Buyer pursuant to the conditions thereof, and these covenants, per se, contain nothing that might cause a violation of law or a breach of provisions of any other agreement or covenant.
4.2.4 The Shares Being Sold are being acquired by the Buyer "as is," without any representation and/or declaration whatsoever, save the Seller's warrants and covenants pursuant to this Agreement.
4.2.5 The Buyer is capable of fulfilling all of its covenants pursuant to this Agreement, including the monetary and financial capabilities to purchase the Shares Being Sold.

5. SUSPENDING CONDITIONS

5.1 The Closing of the Transaction pursuant to this Agreement is contingent upon the fulfillment of the following suspending conditions (hereinabove and hereinafter: "THE SUSPENDING CONDITIONS"):
5.1.1 The Closing of the Hutchison Transaction, subsequent to the fulfillment of the suspending conditions prescribed in the Hutchison Agreement.
5.1.2 The Buyer shall issue a confirmation to the Seller certifying that it is not a "U.S. Person," as this term is defined in Regulation S of the U.S. Securities Act.
5.1.3 The Antitrust Authority or the Ministry of Communication shall not refuse to issue approval for the Closing of the Hutchison Transaction due to the engagement in this Agreement
5.2 Immediately after signing this Agreement, the Parties shall take all measures necessary for the fulfillment of the Suspending Conditions as stated above, and each Party shall exert its best efforts to fulfill these conditions.
5.3 If, notwithstanding the Parties' efforts, all of the above Suspending Conditions are not fulfilled by February 16, 2010, or by any other postponed date to be determined in the Hutchison Transaction with the Parties' consent, the validity of this Agreement shall expire and the Transaction pursuant thereto shall be cancelled, and no Party shall have any demand and/or allegation and/or claim against the other Party in this regard. Notwithstanding that stated above, the nonfulfillment of a Suspending Condition that derives from an act or omission of MALA FIDES by a Party to this Agreement shall be deemed a breach by that Party of its covenants pursuant to this Agreement, and shall trigger for the other Party all remedies available to it by law.
1. The Buyer shall notify the Seller of the identity of the body acquiring the Shares Being Sold by seven days before the Closing Date.

7. CLOSING OF THE TRANSACTION

7.1 The Seller and the Buyer shall exchange confirmations of the accuracy of the warrants given by them pursuant to this Agreement, correct to the Closing Date, in the version attached as APPENDIX 7.1 to this Agreement.
7.2 The Seller shall deliver a confirmation to the Buyer of the Closing of the Hutchison Transaction, in the version attached as APPENDIX 7.2 to this Agreement.
7.3 The Seller shall deliver a share transfer deed to the Buyer in respect of all of the Shares Being Sold, being duly signed by the Seller and duly affirmed by witnesses of the transfer, in the version attached hereto as APPENDIX 7.3 to this Agreement, and the Buyer shall sign the share transfer deed as the recipient of the transfer.
7.4 A share certificate shall be delivered to the Buyer in respect of the Shares Being Sold, under the Buyer's name, and duly signed by the Company.
7.5 The Buyer shall pay the Seller the Total Consideration by bank transfer to the Seller's bank account at Bank Leumi Le-Israel Ltd., the particulars of which shall be delivered by the Seller to the Buyer.
7.6 The Parties shall report to the Company about the transfer of the Shares Being Sold to the Buyer and shall deliver the share transfer deed to the Company; the secretary of the Company shall, at that time, register the Buyer in the Company's Register of Shareholders as the owner of the Shares Being Sold and shall deliver a written confirmation by the Company to the Buyer that the Buyer has been registered in the Company's Register of Shareholders as the owner of the Shares Being Sold.
7.7 The Seller shall deliver to the Buyer a valid certificate of exemption from withholding tax, and, in the absence of such certificate, duly required withholding tax shall be deducted from any sum that shall be paid by the Buyer to the Seller by virtue of and in accordance with this Agreement.

8. OPTION FOR THE PURCHASE OF BONDS

The Seller shall notify the Buyer of its intention to publish a public offering of bonds convertible into shares of the Seller, under conditions as shall be prescribed in the prospectus of the public offering, which received the approval of the Securities Authority on August 20, 2009 (hereinafter: "THE SHELF PROSPECTUS").

The Seller is granting an option to the Buyer (hereinafter: "THE OPTION"), which shall come into effect upon the Closing of the Transaction, for the purchase of convertible bonds in the initial offering pursuant to the Shelf Prospectus (hereinafter: "THE RELEVANT OFFERING"), under conditions as shall be issued by the Seller (inter alia, by an expansion of the series), and as follows:

8.1 The inclusive consideration in respect of the bonds to which the Buyer is entitled to purchase shall not exceed one fifth of the Total Consideration.
8.2 The Buyer shall be entitled to exercise the option in the Relevant Offering, both prior to the execution of the Relevant Offering and during the period of 30 days after the execution of the Relevant Offering (hereinafter: "THE EXERCISE PERIOD").
8.3 All of the conditions under which the Buyer shall purchase the bonds (including the bond price, the interest rate and the payment date) shall be identical to the conditions under which the bonds shall be offered in the Relevant Offering.
8.4 The offering to the Buyer pursuant to this clause is subject to the relevant provisions applicable to an offering of this type, pursuant to the statutory provisions. The Seller shall exert its best effort so that the conditions of the offering to the Buyer shall be identical to the conditions of the Relevant Offering.
1. TAG-ALONG RIGHT TO THE BUYER IN A SALE OF CONTROL

If the Seller shall engage in a transaction for the sale of all or a portion of the Seller's Holdings of the Company to any third party other than an Authorized Transferee of the Seller (hereinafter: "THE BUYER OF THE CONTROL"), including by way of the granting of an option, or securities convertible into shares of the Company, whether in a single transaction or in a number of transactions or stages, as a result of which, the Seller shall lose its control over the Company (hereinafter: "AGREEMENT FOR THE SALE OF CONTROL"), that stated hereunder shall apply:

9.1 The Seller shall deliver written notice to the Buyer of its engagement in an Agreement for the Sale of the Control by no later than seven (7) Business Days after the date it signed the Agreement for the Sale of the Control, and shall attach thereto a signed copy of the Agreement for the Sale of the Control (hereinafter: "NOTICE OF THE SALE OF CONTROL").
9.2 By no later than fourteen (14) Business Days after it shall be delivered Notice of the Sale of Control, the Buyer shall be entitled to notify the Seller in writing that it has decided to sell all of the Company shares held by it at that time (hereinafter: "THE TAG-ALONG SHARES") to the Buyer of the Control (hereinafter: "THE TAG-ALONG NOTICE").
9.3 If a Tag-Along Notice has been given, the Seller shall cause the Buyer to engage in an agreement with the Buyer of the Control, pursuant whereto, on the closing date of the transaction that is the subject of the Agreement for the Sale of the Control, the Buyer shall sell the Tag-along Shares to the Buyer of the Control, being Free and Clear, at the price per share and under the conditions prescribed in the Agreement for the Sale of the Control.

The sale of the Tag-Along Shares by the Buyer within the scope of its exercise of its Tag-Along Right shall be "as is," relative to the business position of the Company, without any warrants and representations on the part of the Buyer in relation to the business position of the Company.

9.4 If the Buyer of the Control shall be interested in acquiring shares of the Company at a number that is less than the cumulative quantity of: (1) the shares that are the subject of the Agreement for the Sale of the Control; and (2) the Tag-Along Shares, then the Buyer shall sell a quantity of shares to the Buyer of the Control that is equal to the product of the number of shares that the Buyer of the Control is interested in acquiring in the ratio between (a) the Buyer's holding ratio of the Company's share capital and (b) the Seller's holding ratio of the Company's share capital.

9.5 If a Tag-along Notice is not given pursuant to the above clause 9.2, or if the Buyer notified the Seller, in writing, that it has no intention of exercising the right vested it pursuant to this clause 9, the Seller shall be allowed to close the transaction that is the subject of the Agreement for the Sale of the Control, according to the conditions of the Agreement for the Sale of the Control, provided that, if the transaction for the sale of the control is not closed within one hundred and twenty (120) days after the deadline for giving a Tag-along Notice, the closing shall involve the issuance of an additional Notice of the Sale of Control by the Seller to the Buyer, and the process prescribed in clause 9 of this Agreement shall reapply from the beginning.

10. PROTECTION OF RIGHTS

In any instance whereby the Seller shall engage in an Agreement for the Sale of Control, the Buyer of the Control shall assume all of the Seller's covenants vis-a-vis the Buyer pursuant to this Agreement.

11. MANAGEMENT

11.1 THE BOARD OF DIRECTORS

11.1.1 As long as the Buyer is holding at least 4,230,832 shares out of the Shares Being Sold, the Buyer shall be entitled to recommend to the Seller the appointment of one director to the Company's board of directors, and shall be entitled to recommend his removal from office and the appointment of another person in his stead. The identity of the director to be recommended by the Buyer shall be determined after consulting with the Seller.
11.1.2 The Seller covenants to make use of its means of control over the Company so that the candidate recommended by the Buyer to the board of directors shall be chosen as a director of the Company, or, at the Buyer's recommendation, shall be removed from office and another candidate shall be appointed in his stead, who shall be recommended by the Buyer.

11.2 VETO RIGHTS

As long as the Buyer is holding at least 4,230,832 shares out of the Shares Being Sold, the Seller covenants to make use of its means of control over the Company so that resolutions regarding the issues specified hereunder shall not be submitted for discussion by the board of directors or during a general assembly of the Company, without receiving the Buyer's prior written consent:

11.2.1 Liquidation, splitting or reorganization of the Company, including any material transaction that is similar thereto.
11.2.2 Merger to be carried out other than at market conditions (from a willing seller to a willing buyer). In the event of a disagreement between the Parties about whether the merger is at market conditions, the merger shall not be carried out, unless this matter shall be submitted for resolution by the Adjudicator, and the latter shall determine that the merger is at market conditions.
11.2.3 Material change in the Company's businesses, including the discontinuance of an existing material business activity of the Company.
11.2.4 Operations that are liable to cause the Company's shares to be delisted from the Tel-Aviv Stock Exchange or from the NASDAQ.
11.2.5 Private allotment or issue of shares and/or options and/or convertible securities of the Company at a rate exceeding one percent of the Company's issued and paid-up share capital, except for an allotment of options to employees, and provided that it shall be done after consulting with the Buyer. The Buyer covenants not to exercise its veto right in this clause 11.2.5 other than for reasonable reasons.
11.2.6 Appointment of an accountant for the Company that is not one of the five major accounting firms.

11.3 INTERESTED-PARTY TRANSACTIONS

11.3.1 The Seller covenants to make use of its means of control over the Company so that every Interested-Party Transaction shall be submitted for the approval of the Company's board of directors.
11.3.2 The Seller covenants to make use of its means of control over the Company in such manner that resolutions concerning an Interested-Party Transaction shall be passed only if the majority of the members of the board who voted in favor thereof are not board members appointed at the recommendation of the Seller.
11.3.3 The Seller covenants to make use of its means of control over the Company so that Interested-Party Transactions, which are not transactions at market conditions between a willing seller and a willing buyer, shall not be executed.

11.3.4 It is hereby clarified that if an Interested-Party Transaction shall be submitted for the approval of the general assembly, each of the Parties shall vote at its sole discretion.

12. REGISTRATION RIGHTS

12.1 Subject to the Seller's obligations by law as a controlling shareholder of the Company, the Seller covenants to exercise its means of control over the Company to cause the convening of an audit committee meeting, a board meeting and a general assembly of shareholders of the Company, during which a resolution shall be discussed to vest the Buyer with registration rights, under conditions that are identical to the conditions prescribed in the rights registration agreement dated October 26, 1999 between the Company and Advent and additional shareholders ("THE REGISTRATION AGREEMENT"), this, for a period of five years after the Closing Date, as well as to make use of its means of control over the Company so that the aforesaid resolution shall be passed by the Company's assembly of shareholders. If a legal prohibition exists (to be supported by a legal opinion by a renowned expert on the subject, who shall be appointed by mutual consent of the Parties) of the provision of identical conditions as stated above, the Buyer shall be given commercial conditions that are essentially similar to the material commercial conditions prescribed in the Registration Agreement.
12.2 To dispel any doubt, it is hereby clarified that if registration rights for the Shares Being Sold shall be vested prior to the Closing Date, the Shares Being Sold shall be transferred to the Buyer together with registration rights as stated.
1. THE SELLER'S RIGHTS BY VIRTUE OF THE HUTCHISON AGREEMENT

In any instance whereby the Seller shall receive compensation or indemnification or any benefit from Advent in respect of or in connection with the Hutchison Agreement, including in respect of a breach of any representation or covenant given by Advent in the Hutchison Agreement, the Buyer shall be entitled to receive from the Seller the Buyer's Proportionate Share out of the said sum, this within three Business Days of the date of receipt of the sum by the Seller.

PROHIBITION OF THE EXECUTION OF A TRANSACTION AT MORE FAVORABLE CONDITIONS (MFN)

The Seller covenants that, during the period commencing on the signing date of this Agreement and ending six months after the Closing Date, the Seller shall not sell and/or transfer and/or undertake to sell or transfer any shares of the Company to any third party out of the Seller's Shares of Partner, under conditions more favorable than those prescribed in this Agreement, including a sale or transfer or undertaking to execute one of these for a consideration that is lower than the consideration in respect of the Shares Being Sold, unless with the Buyer's prior written consent. This covenant shall not apply in the instance of a sale of shares by the Seller within the scope of a cross-sale offer in a public offering of shares of the Company.

15. TRANSFER OF RIGHTS

16. TAXES AND EXPENSES

Each of the Parties to this Agreement shall bear the taxes and expenses imposed on it by law in relation to this Agreement.

17. GENERAL PROVISIONS

17.1 This Agreement encompasses and exhausts all that agreed upon between the Parties, and any representation, consent, draft or previous undertaking, whether direct or in favor of a third party, between the Parties, and any negotiations, summary of agreements, understanding or agreement between the Parties, which precedes the signing of this Agreement, are hereby nullified and shall be deemed as if never made, done or given.
17.2 The Seller shall make use of its means of control over the Company so that every Immediate Report of the Company shall be forwarded directly by the Company to the Buyer upon being reported to the public
17.3 Any alteration, amendment or addendum to this Agreement shall not be valid unless drawn up in writing and signed by the Parties to this Agreement. No claim of an oral amendment of the Agreement shall be entertained.
17.4 Each Party shall safeguard in confidentiality any information that it received from the other Party in relation to this Agreement and the execution thereof, and no use shall be made thereof other than for the purpose of the execution of this Agreement. That stated above shall not apply to: (a) information that was or came into the public domain other than due to a breach of this Agreement; (b) information that was furnished to any of the Parties by a third party, which was not while breaching the duty of confidentiality towards the other Party to the Agreement; (c) information that must be disclosed pursuant to any law or competent authority.
17.5 Any waiver of a right by a Party to this Agreement, which was granted to it in this Agreement, shall be valid only if drawn up in writing. If the waiver shall be valid, it shall be valid solely at that time and in that instance, and shall not give rise to any estoppels or preventions in the future.
17.6 This Agreement does not constitute a contract in favor of a third party, and it in no way confers rights to any person, save the direct Parties thereto, and apart from that expressly stated therein.
17.7 The Parties covenant to act with BONA FIDES, diligently and continuously for the purpose of executing this Agreement quickly and efficiently, and to exert maximum cooperative efforts to remove any prohibition, obstacle or restriction that might prevent the convening of the Closing Date as soon as possible.
17.8 The Parties shall take the additional steps necessary for the purpose of implementing this Agreement literally and as intended, and shall sign any document needing their signatures for this purpose.
17.9 The law applicable to this Agreement and all that deriving from it shall be solely Israeli law (without the Israeli choice of law rules), and no other law shall apply.
17.10 The sole jurisdiction in relation to any matter and issue that might arise in connection with this Agreement and the execution thereof shall be referred solely to the competent court in Tel-Aviv as the exclusive venue, and no other court shall have any jurisdiction to deliberate a matter as stated.
17.11 Any notice by any of the Parties shall be sent to the addressee by personal delivery or by registered mail to the address specified in the recitals to this Agreement (or to any other address advised by written notice to the other Party) and shall be deemed as having reached the addressee Party on the day of its delivery if delivered by personal delivery at the above address, or 72 hours after the time of its dispatch if sent by registered mail to the above address.

AND IT WITNESS HERETO THE PARTIES HAVE SIGNED:

/s/	/s/ Yahel Shachar; /s/ Shachar Rachim

BANK LEUMI LE-ISRAEL LTD.	SCAILEX CORPORATION LTD.

	Private company no

Re: CONFIRMATION OF THE ACCURACY OF THE WARRANTS GIVEN PURSUANT TO THE AGREEMENT DATED AUGUST 21, 2009

Pursuant to the agreement dated August 21, 2009 between Bank Leumi Le-Israel Ltd. and Scailex Corporation Ltd. (hereinafter: "THE AGREEMENT"), we hereby warrant to you as follows:

1. All warrants given by us pursuant to the Agreement are correct, accurate, complete and valid, also correct to the date of this letter (hereinafter: "THE CLOSING DATE").
1. All of our covenants and the conditions that we must fulfill pursuant to the Agreement, which must be executed or fulfilled by the Closing Date, have been fulfilled in their entirety.
1. No third party has any right and/or allegation and/or demand to cancel the Agreement.

Sincerely,

Date: _____________

BANK LEUMI LE-ISRAEL LTD.
Dear Mr./Ms.,
Re: CONFIRMATION
Pursuant to the agreement signed by us on August 21, 2009 ("THE SALEAGREEMENT"), we hereby declare to you as follows:
All of the Suspending Conditions have been fulfilled pursuant to the agreementdated August 12, 2009 between us and Advent Investments Pte Ltd. (hereinafter:"ADVENT"), a Singapore corporation controlled by Hutchison TelecommunicationsInternational Limited, for the acquisition of the Seller's Shares of Partnerfrom Advent, and the Closing pursuant thereto has been carried out, and all ofthe Seller's Shares of Partner have been transferred under our name and to ourownership, being Free and Clear.
All of the terms in this declaration shall have the meanings ascribed to them inthe Sale Agreement, unless otherwise expressly defined in this document.
Sincerely,
SCAILEX CORPORATION LTD.
ATTORNEY'S CERTIFICATION - SCAILEX CORPORATION LTD. (HEREINAFTER: "THE COMPANY")
I, the undersigned,, Adv., do hereby certify that the abovedocument was signed by Messrs and, whoare authorized to sign on behalf of the Company and to obligate it pursuant tothis document.

17 -

------------------ ---------------------- Date Attorney's name

SHARE TRANSFER DEED

I, the undersigned, Scailex Corporation Ltd. (public company no. 52-003180-8) (hereinafter: "THE TRANSFEROR") do hereby transfer to Bank Leumi Le-Israel Ltd. (hereinafter: "THE TRANSFEREE") 7,677,037 ordinary shares of NIS 1 par value each of Partner Communications Ltd. (public company no. 52-004431-4) (hereinafter: "THE COMPANY," "THE SHARES," respectively), and they shall be held by the Transferee or its representatives in accordance with the conditions under which the Transferor held the shares on the signing date of this Deed.

and I, the Transferee, do hereby agree to receive the shares in accordance with these conditions.

AND IN WITNESS HERETO THE PARTIES HAVE SIGNED ON THE __ DAY OF THE MONTH OF ___ IN THE YEAR 2009

THE TRANSFEROR			THE TRANSFEREE



	WITNESS TO THE TRANSFEROR'S SIGNATURE		WITNESS TO THE TRANSFEREE'S SIGNATURE

Filename: exhibit_18.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 18

TRANSLATION FROM THE ORIGINAL HEBREW

SHARE SALE CONTRACT

DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 24, 2009

BETWEEN: SUNY ELECTRONICS LTD.

of 48 Ben Tsiyon Galis Street

Segula Industrial Zone, Petach Tikva, Israel

Public company no. 52-004075-9

("SUNY")

OF THE FIRST PART;

AND: EUROCOM COMMUNICATIONS LTD.

of 2 Dov Friedman Street

Ramat-Gan, Israel

Private company no. 51-082316-4

("EUROCOM")

OF THE SECOND PART;

WHEREAS Suny holds the Scailex Shares Being Sold (as this term is defined

hereunder);

AND WHEREAS Suny desires to sell and transfer the Scailex Shares Being Sold

to Eurocom, and to receive the Partner Shares Being Sold (as this term is defined hereunder) from Eurocom in consideration thereof, and Eurocom desires to acquire and receive the Scailex Shares Being Sold from Suny and to sell and transfer the Partner Shares Being Sold to Suny in consideration thereof, all in the manner

and under the conditions as specified in this contract;

WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

1. RECITALS, WARRANTS, APPENDICES AND HEADINGS
1.1 The recitals to this Contract and the warrants of the parties thereto constitute an integral part thereof.
1.2 The clause headings in this Contract, and the division thereof into clauses were intended solely for the sake of the reader's convenience and orientation, and no use may be made thereof for the purpose of interpreting this Contract.

2. DEFINITIONS

In this Contract, the following expressions shall have the meaning defined alongside them, unless the context dictates otherwise.

2.1 "THE TASE" The Tel-Aviv Stock Exchange Ltd.
2.2 "LAW" As this term is defined in the Interpretation Act, 5741 - 1981.
2.3 "SCAILEX" Scailex Corporation Ltd., public company no. 52-003180-8, a public company whose shares are traded on the TASE.
2.4 "THE EXECUTION DATE" The date scheduled for the transfer of the Scailex Shares Being Sold to Eurocom and for the transfer of the Partner Shares Being Sold to Suny, pursuant to the provisions of clause 8 of this Contract. The parties hereby agree to schedule the Execution Date on the seventh day after the fulfillment of the last of the suspending conditions prescribed hereunder in clause 7.
2.5 "THE SCAILEX SHARES 1,241,561 ordinary shares of NIS 0.12 par BEING SOLD" - value each, of Scailex, constituting about 4.45% of Scailex's issued and paid-up share capital (not including dormant shares), which are being sold to Eurocom pursuant to the Contract.
2.6 "THE PARTNER SHARES 1,136,700 ordinary shares of NIS 0.01 par BEING SOLD" - value each, of Partner Communications Ltd., a public company incorporated in Israel ("PARTNER"), which constitute about 0.73% of Partner's issued and paid-up share capital (not including dormant shares), which are represented in a share certificate, a copy of which is attached hereto, and which are being sold to Suny pursuant to the provisions of this Contract.
2.7 "FREE AND CLEAR" Free and clear of any debt, attachment, lien and/or other right of any kind or type of any third party or any other entity, including in a manner that might restrict the sale of the Scailex Shares Being Sold or the Partner Shares Being Sold, as the case may be, pursuant to this agreement, or restrict a sale of these shares to others subsequent to the consummation of the acquisition thereof pursuant to this agreement (all apart from restrictions by virtue of the Partner shareholder agreements [including agreements between the founding shareholders of Partner] or restrictions in Partner's Articles of Association or in Partner's licenses, and apart from restrictions on a transfer as appearing in the share certificate of the Partner Shares Being Sold).
1. [voided]
1. SUNY'S WARRANTS AND COVENANTS

Suny hereby warrants and covenants to Eurocom as follows:

4.1 Suny is a public company limited in shares, duly incorporated in Israel, and the sole owner and holder of all of the Scailex Shares Being Sold, which constitute about 4.46% of Scailex's issued and paid-up share capital (not including dormant shares).
4.2 All of the Scailex Shares Being Sold, which shall be transferred to Eurocom, are fully paid-up and Free and Clear, except for a lien in favor of Mizrahi Tefahot Bank Ltd. ("MIZRAHI LIEN"), which Suny covenants to remove by the Execution Date, in such manner that all of the Scailex Shares Being Sold shall be Free and Clear on the Execution Date.
4.3 Suny has the full authority to engage in this Contract and to perform all of its covenants pursuant thereto; and, for this purpose, all of the approvals required on its part by its competent organs have been obtained; and, subject to the provisions of clause 7 hereunder, there is no legal, contractual or other prohibition that could prevent it from engaging in this Contract and performing all of its covenants pursuant thereto; and this Contract, upon being signed by Suny, constitutes its binding and valid covenant, subject to the fulfillment of the suspending conditions.
4.4 Suny is aware that the Partner Shares Being Sold are not registered for trading on the TASE, and understands and is aware of all of the conditions, restrictions and requirements pursuant to the Partner shareholder agreements pertaining to the transfer of the Partner Shares Being Sold, and shall act in conformity with these provisions.
4.5 Suny is aware of the Ministry of Communication's restrictions relating to a sale and holding of Partner shares, which require the approval of the Ministry of Communications for the sale of the Partner Shares Being Sold, including a restriction on the sale of the Partner Shares Being Sold to an entity other than an "Israeli entity," as this term is defined in the General License Issued to Partner for the Provision of Mobile Radio Telephone (MRT) Services.

4.6 The representations, warrants and covenants made and given by Suny in the above clauses 4.1 through 4.5 are correct and complete on the signing date of this Contract, and they shall remain as such on the Execution Date as well, as if made and given by it on the Execution Date and in relation to that date.

5. EUROCOM'S WARRANTS

Eurocom hereby warrants and covenants to Suny as follows:

5.1 Eurocom is a private company limited in shares, duly incorporated in Israel, and the sole owner and holder of all of the Partner Shares Being Sold, which constitute about 0.74% of Partner's issued and paid-up share capital (not including treasury/dormant shares).
5.2 All of the Partner Shares Being Sold shall be transferred to Suny being Free and Clear.
5.3 Eurocom has the full authority to engage in this Contract and to perform all of its covenants pursuant thereto; and, for this purpose, all of the approvals required on its part by its competent organs have been obtained; and, subject to the provisions of clause 7 hereunder, there is no legal or other prohibition that could prevent it from engaging in this Contract and performing all of its covenants pursuant thereto.
5.4 The representations, warrants and covenants made and given by Eurocom in the above clauses 5.1 through 5.3 are correct and complete on the signing date of this Contract, and they shall remain as such on the Execution Date as well, as if made and given by it on the Execution Date and in relation to that date.
1. COVENANT FOR THE SALE AND ACQUISITION OF THE SCAILEX SHARES BEING SOLD AND THE SALE AND ACQUISITION OF THE PARTNER SHARES BEING SOLD
6.1 Suny covenants that it shall sell and transfer all of the Scailex Shares Being Sold to Eurocom on the Execution Date, in an off-floor transaction, at the price of NIS 67.75 per 1 par value share, out of the Scailex Shares Being Sold, and for the consideration of the inclusive sum of NIS 84,115,800, with the Scailex Shares Being Sold being "Free and Clear," and Eurocom covenants that it shall sell and transfer all of the Partner Shares Being Sold to Suny on the Execution Date, in an off-floor transaction, at the price of NIS 74 per 1 par value share, out of the Partner Shares Being Sold, and for the consideration of the inclusive sum of NIS 84,115,800, with the Partner Shares Being Sold being "Free and Clear."
6.2 Subject to the Closing of the Transaction (as this term is defined hereunder), Eurocom shall be entitled to the rights attached to the Scailex Shares Being Sold - in effect as of the Execution Date of this agreement, and Suny shall be entitled to the rights attached to the Partner Shares Being Sold - in effect as of the Execution Date of this agreement.
6.3 Suny covenants that, during the period up until December 31, 2009, it shall not acquire from any third party, Partner shares of the same class as the Partner Shares Being Sold, according to a pricing that is more favorable to the selling third party than the pricing at which the Partner Shares Being Sold are being acquired by Suny pursuant to the provisions of this Contract.

7. SUSPENDING CONDITIONS

7.1 The consummation of the transaction, the sale of the Scailex Shares Being Sold and the Sale of the Partner Shares Being Sold pursuant to this Contract ("THE CLOSING OF THE TRANSACTION") are contingent upon the fulfillment of all of the following suspending conditions by the Execution Date:
7.1.1 The receipt of the Ministry of Communication's approval for the transfer of the Partner Shares Being Sold from Eurocom to Suny. The parties shall cooperate fully, and shall act in concert for the purpose of obtaining the Ministry of Communication's approval for the Transaction, and shall sign any document or confirmation that might be required for this purpose as stated.
7.1.2 The closing of the transaction for the acquisition of the control over Partner by Scailex.
7.2 If all of the suspending conditions are not fulfilled by November 30, 2009, and the parties did not agree to extend the said deadline by an additional period, this contract shall be voided, and, upon the voidance thereof, the parties shall not have any claim or allegation of any kind or type against each other.

8. THE EXECUTION DATE

8.1 At 11:00 a.m. on the Execution Date ("THE EXECUTION DATE"), the parties shall convene at the offices of Yossi Avraham & Co., lawyers, at 3 Daniel Frisch Street, in Tel-Aviv, and, at that time, Suny shall transfer the Scailex Shares Being Sold to Eurocom's ownership and Eurocom shall transfer the Partner Shares Being Sold to Suny's ownership, with the Scailex Shares Being Sold and the Partner Shares Being Sold being fully paid-up and Free and Clear.
8.2 The following operations shall be carried out by the parties at the time of the Execution:
8.2.1 Each of the parties, as the case may be, shall deliver the documents and approvals to the other party that attest to the fulfillment of the suspending conditions specified above in clause 7, to the extent that they concern it.
8.2.2 Suny shall transfer the Scailex Shares Being Sold to Eurocom and Eurocom shall transfer the Partner Shares Being Sold to Suny, by way of off-floor transactions, as follows:
(a) Suny shall transfer the Scailex Shares Being Sold to Eurocom's account with a TASE member, the particulars of which Eurocom shall furnish in writing to Suny at least two (2) business days prior to the Execution Date ("EUROCOM'S ACCOUNT").
(b) Eurocom shall sign a share transfer deed for the purpose of transferring the Partner Shares Being Sold to Suny.
8.2.3 Suny shall deliver bank confirmations to Eurocom that attest to the transfer of the Scailex Shares Being Sold to Eurocom's Account.
8.2.4 Each party shall deliver a certificate to the other party regarding exemption from the deduction of withholding tax in relation to the transfer of the Partner Shares Being Sold and the Scailex Shares Being Sold, as the case may be.
8.2.5 All of the documents required pursuant to the Partner shareholder agreements and pursuant to Partner's Articles of Association shall be signed for the purpose of the transfer of the Partner Shares Being Sold to Suny's ownership.
8.3 All of the aforesaid operations shall be carried out as a single operation, and any operation performed shall be invalid if all of the operations are not performed at one and the same time.

9. PUT/CALL OPTION

9.1 PUT OPTION

At the time this Contract is signed, Suny is granting a put option right to Eurocom ("PUT OPTION") to obligate it to purchase the Scailex Shares Being Sold from Eurocom at the price of NIS 75.88 (adjusted for a dividend to be received by Eurocom) per 1 par value share of the Scailex Shares Being Sold. The Put Option shall be exercised by written notice ("THE PUT EXERCISE NOTICE") to be delivered by Eurocom to Suny, during the period commencing June 15, 2010 and ending June 30, 2010 ("THE EXERCISE PERIOD OF THE PUT OPTION").

If the Put Exercise Notice was delivered pursuant to the provisions of this clause by no later than the expiration of the Exercise Period of the Put Option, Suny covenants to purchase all of the Scailex Shares Being Sold from Eurocom on the execution date of the exercise of the Put Option, which shall occur 30 days after the delivery of the Put Exercise Notice ("THE EXECUTION DATE OF THE EXERCISE OF THE PUT OPTION"). On the Execution Date of the Put Option, Eurocom shall sell to Suny and Suny shall acquire from Eurocom the Scailex Shares Being Sold and the provisions of clause 8 of this Contract shall also apply, MUTATIS MUTANDIS, to the sale of the Scailex Shares Being Sold to Suny by virtue of the Put Option.

The Put Option is exercisable once during the entire Exercise Period, and in relation to all of the Scailex Shares Being Sold and not to a portion thereof.

9.2 CALL OPTION

At the time this Contract is signed, Eurocom is granting a call option right to Suny ("CALL OPTION") to obligate it to purchase the Scailex Shares Being Sold from Eurocom at the price of NIS 75.88 (adjusted for a dividend to be received by Eurocom) per 1 par value share of the Scailex Shares Being Sold. The Call Option shall be exercised by written notice ("THE CALL EXERCISE NOTICE") to be delivered by Suny to Eurocom, during the period commencing January 1 and ending June 30, 2010 ("THE EXERCISE PERIOD OF THE CALL OPTION").

If the Call Exercise Notice was delivered pursuant to the provisions of this clause by no later than the expiration of the Exercise Period of the Call Option, Eurocom covenants to sell all of the Scailex Shares Being Sold to Suny on the execution date of the exercise of the Call Option, which shall occur 30 days after the delivery of the Call Exercise Notice ("THE EXECUTION DATE OF THE EXERCISE OF THE CALL OPTION"). On the Execution Date of the Call Option, Eurocom shall sell to Suny and Suny shall acquire from Eurocom the Scailex Shares Being Sold and the provisions of clause 8 of this Contract shall also apply, MUTATIS MUTANDIS, to the sale of the Scailex Shares Being Sold to Suny by virtue of the Call Option.

The Call Option is exercisable once during the entire Exercise Period, and in relation to all of the Scailex Shares Being Sold and not to a portion thereof.

10. TAXES AND PAYMENTS

10.1 Each party shall solely bear its own expenses relating to this Contract and all that deriving from it, including, without derogating from the general purport of that stated, the payment of the expenses of lawyers' and consultants' fee.
10.2 Value added tax, which shall apply, to the extent that it shall apply, to each payment prescribed in this agreement and/or deriving from it and/or involving it, shall apply to the party paying it and shall be paid on the compulsory date for the payment thereof to the V.A.T. Authorities, against a duly prepared tax invoice to be issued by the recipient of the payment.
10.3 Income tax and/or capital gains tax that shall apply, if any, to the sale of the Scailex Shares Being Sold to Eurocom pursuant to this Contract, shall apply to Suny and shall be paid by it.
10.4 Income tax and/or capital gains tax that shall apply, if any, to the sale of the Partner Shares Being Sold to Suny pursuant to this Contract, shall apply to Eurocom and shall be paid by it.

11. GENERAL PROVISIONS

11.1 NOTICES TO THE PUBLIC

A party obligated by law (according to the advice of the legal advisors) to issue a publication or notice or disclosure to the public regarding the provisions of this Contract or the transactions that are the subject of this Contract shall inform the other party and shall deliver the wording of the publication or the notice to the other party and enable it a way to comment on such publication and in a reasonable length of time under the circumstances.

11.2 ASSIGNMENT

This Contract and the parties' rights and obligations pursuant thereto are not assignable by any party without receiving the prior written consent of the other party. Without derogating from that stated, it is hereby agreed that Eurocom shall have the right to sell the Scailex Shares Being Sold and the rights and obligations pertaining to the Put/Call Option, as stated above in clause 9, to a third party, provided that the transferee shall assume all of Eurocom's covenants towards Suny pursuant to the provisions of the above clause 9.

11.3 NOTICES

Any notice and/or warning due to any matter driving from this Contract, which shall be sent from one party to the other by registered mail according to the addresses specified in the recitals to this Contract (or to any other address advised by written notice to the other parties pursuant to the provisions of this clause 11.3) shall be deemed as having been received by the addressee three (3) business days after its dispatch at the post office for mailing by registered mail, and on the first business day after the time of its transmission by facsimile (according to the specified facsimile numbers), and if personally delivered - at the time of the delivery thereof.

SUNY:

Suny Electronics Ltd. Attn: Mr. Ilan Ben Dov, Chairman Fax: + 972-3-9314422 with a copy to Adv. Yossi Avraham, of the law firm of Yossi Avraham & Co. 3 Daniel Frisch Street, Tel-Aviv Israel Fax: + 972-3-6963801

EUROCOM:

Attn: Shaul Elovitch, Chairman

Fax: + 972-3- _________

11.4 UNENFORCEABLE/INVALID PROVISIONS

Should it be determined that one of the provisions of the Contract is unenforceable and/or invalid for any reason whatsoever, this shall not suffice to adversely impact the rest of the provisions of the Contract, and the parties shall take action in order to implement the Contract literally and as intended, including the replacement of the unenforceable and/or invalid provision as stated with an alternate provision, the result and action of which are essentially the same, and the economic results of which are the same in terms of the parties to this Contract.

11.5 AMENDMENT; WAIVER

Any amendment of the conditions of this Contract shall be valid only if drawn up in writing and signed by all of the parties.

Any waiver or extension given by one party to this Contract to the other in a particular instance shall not constitute a precedent and/or infer by analogy in a similar and/or different and/or other instance.

If one of the parties did not enforce, or enforced after a delay, any of the rights vested it pursuant to this Contract and/or by virtue of the law in a particular instance or in a series of instances, this shall not be deemed a waiver of the said right or of any other rights.

11.6 LAW AND JURISDICTION

The laws of the State of Israel shall apply solely, exclusively and absolutely to this Contract and to any matter pertaining to the Contract and deriving from it, including, without prejudice to the general purport of that stated above, the interpretation thereof and/or the execution thereof and/or a breach thereof and/or the validity thereof and/or the legality thereof and/or the termination thereof, etc.

The competent courts in Tel-Aviv - Jaffa and solely the competent courts in Tel-Aviv - Jaffa shall have exclusive residual jurisdiction in relation to any matter deriving from and relating to this Contract.

11.7 COPIES; SIGNATURES BY FAX

This Contract can be signed in a number of copies, including signing via fax, with each of them being deemed an original copy, but all of them together shall be deemed a single copy of that same document.

11.8 INTERPRETATION

The parties to this Contract participated jointly in negotiations and in the drafting of this Contract. In the event of ambiguity or a question in relation to the intention or interpretation of any clause, this contract shall be interpreted as having been drafted by all of the parties, and no conclusion shall be drawn and no duty of proof shall be imposed in favor or against any party due to any provision in the Contract being drafted by that party.

11.9 ADDITIONAL ACTIONS

The Parties shall take all of the additional steps (including the rendering of payments, the bearing of expenses, the signing of additional documents and the issuance of any approval/confirmation) that shall be required for the purpose of implementing and executing this Agreement literally and as intended.

AND IT WITNESS HERETO THE PARTIES HAVE SIGNED:

/s/ Or Elovitch /s/ Ilan Ben-dov ----------------------------- ----------------------------- EUROCOM COMMUNICATIONS LTD. SUNY ELECTRONICS LTD.

I, the undersigned, Amikam Shorer, I, the undersigned, Yossi Avraham, of Messrs. Or Elovitch and _____ on of Messrs. Ilan Ben Dov and _____ on approvals required by all of Eurocom's required by all of Suny's competent competent organs have been received organs have been received for Suny's for Eurocom's engagement in this engagement in this Contract and for the above signature is a lawful is a lawful signature of Suny, which signature of Eurocom, which is binding is binding upon Suny for all intents purposes relating to this Contract.

Adv., do hereby certify the signatures Adv., do hereby certify the signatures behalf of Eurocom, and that all behalf of Suny, and that all approvals Contract and for the execution of its the execution of its covenants pursuant covenants pursuant thereto, and that thereto, and that the above signature upon Eurocom for all intents and and purposes relating to this Contract.

/s/ Amikam Shorer ------------------- ------------------- Amikam Shorer, Adv. Yossi Avraham, Adv. Filename: exhibit_19.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 19

TRANSLATION FROM THE ORIGINAL HEBREW

SHARE SALE CONTRACT

DRAWN UP AND SIGNED IN TEL-AVIV ON SEPTEMBER 30, 2009

BETWEEN: SUNY ELECTRONICS LTD.

of 48 Ben Tsiyon Galis Street

Segula Industrial Zone Petach Tikva, Israel (hereinafter: "SUNY")

OF THE FIRST PART;

AND: YASHIR PROVIDENT FUND MANAGEMENT LTD.

of 35 Efal Street Petach Tikva, Israel

(hereinafter: "YESHIR MANAGEMENT")

OF THE SECOND PART;

WHEREAS Suny holds the Scailex Shares Being Sold (as this term is defined

hereunder);

AND WHEREAS Suny desires to sell and transfer the Scailex Shares Being Sold

to Yashir Management, and to receive the Partner Shares Being Sold (as this term is defined hereunder) from Yashir Management in consideration thereof, and Yashir Management desires to acquire and receive the Scailex Shares Being Sold from Suny and to sell and transfer the Partner Shares Being Sold to Suny in consideration thereof, all in the manner and under the conditions

as specified in this contract;

WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

1. RECITALS, WARRANTS, APPENDICES AND HEADINGS
1.1 The recitals to this Contract, the warrants of the parties thereto and the appendices attached thereto constitute an integral part thereof.
1.2 The clause headings in this Contract, and the division thereof into clauses were intended solely for the sake of the reader's convenience and orientation, and no use may be made thereof for the purpose of interpreting this Contract.

2. DEFINITIONS

In this Contract, the following expressions shall have the meanings defined alongside them, unless the context dictates otherwise.

2.1 "THE TASE" The Tel-Aviv Stock Exchange Ltd.
2.2 "LAW" As this term is defined in the Interpretation Act, 5741 - 1981.
2.3 "THE COMPANY" Scailex Corporation Ltd., public company no. 52-003180-8, a public company whose shares are traded on the TASE.
2.4 "THE EXECUTION The date scheduled for the transfer of the Scailex DATE" - Shares Being Sold to Yashir Management and for the transfer of the Partner Shares Being Sold to Suny, pursuant to the provisions specified hereunder in clause 8 of this Contract. The parties hereby agree to schedule the Execution Date on the seventh day after the fulfillment of the last of the suspending conditions prescribed hereunder in clause 7.
2.5 "THE SCAILEX 1,087,871 ordinary shares of NIS 0.12 par value each, SHARES BEING of the Company, constituting about 3.9% of the SOLD" - Company's issued and paid-up share capital (not including dormant shares), which are being sold to Yashir Management pursuant to the provisions of this Contract.
2.6 "THE PARTNER 1,020,926 ordinary shares of NIS 0.01 par value each, SHARES BEING of Partner Communications Ltd., a public company SOLD" - incorporated in Israel (hereinabove and hereinafter: "PARTNER"), which constitute about 0.66% of Partner's issued and paid-up share capital (not including treasury shares), which are being sold to Suny pursuant to the provisions of this Contract.
2.7 "FREE AND Free and clear of any debt, attachment, lien and/or CLEAR" - other right of any kind or type of any third party.
1. [voided]
1. SUNY'S WARRANTS AND COVENANTS

Suny hereby warrants and covenants to Yashir Management as follows:

4.1 Suny is a public company limited in shares, duly incorporated in Israel, and the sole owner and holder of all of the Scailex Shares Being Sold, which constitute about 3.9% of the Company's issued and paid-up share capital (not including dormant shares).

4.2 All of the Scailex Shares Being Sold, which shall be transferred to Yashir, are fully paid-up and Free and Clear, except for a lien in favor of Mizrahi Tefahot Bank Ltd. ("MIZRAHI LIEN"), which Suny covenants to remove by the Execution Date, in such manner that all of the Scailex Shares Being Sold shall be Free and Clear on the Execution Date.
4.3 Suny has the full authority to engage in this Contract and to perform all of its covenants pursuant thereto; all of the approvals required on its part by its competent organs shall be obtained by the Execution Date; and, subject to the provisions of clause 7 hereunder, there is no legal, contractual or other prohibition that could prevent it from engaging in this Contract and performing all of its covenants pursuant thereto; and this Contract, upon being signed by Suny, constitutes its binding and valid covenant, subject to the fulfillment of the suspending conditions.
4.4 Suny is aware that the Partner Shares Being Sold are not registered for trading on the TASE.
4.5 Suny is aware that, in accordance with and subject to the orders of the Ministry of Communication, there is a restriction on the sale of the Partner Shares Being Sold to an entity other than an "Israeli entity," as this term is defined in the General License Issued to Partner for the Provision of Mobile Radio Telephone (MRT) Services.
4.6 The representations, warrants and covenants made and given by Suny in the above clauses 4.1 through 4.5 are correct and complete on the signing date of this Contract, and they shall remain as such on the Execution Date as well, as if made and given by it on the Execution Date and in relation to that date.

5. YASHIR MANAGEMENT'S WARRANTS

Yashir Management hereby warrants and covenants to Suny as follows:

5.1 Yashir Management is a private company limited in shares, duly incorporated in Israel, and the sole owner and holder of all of the Partner Shares Being Sold, which constitute about 0.66% of Partner's issued and paid-up share capital (not including treasury shares).
5.2 All of the Partner Shares Being Sold shall be transferred to Suny being Free and Clear.
5.3 Yashir Management has the full authority to engage in this Contract and to perform all of its covenants pursuant thereto; all of the approvals required on its part by its competent organs shall be obtained by the Execution Date; and, subject to the provisions of clause 7 hereunder, there is no legal or other prohibition that could prevent it from engaging in this Contract and performing all of its covenants pursuant thereto.
5.4 The representations, warrants and covenants made and given by Yashir Management in the above clauses 5.1 through 5.3 are correct and complete on the signing date of this Contract, and they shall remain as such on the Execution Date as well, as if made and given by it on the Execution Date and in relation to that date.
1. COVENANT FOR THE SALE AND ACQUISITION OF THE SCAILEX SHARES BEING SOLD AND THE SALE AND ACQUISITION OF THE PARTNER SHARES BEING SOLD
6.1 Suny covenants that it shall sell and transfer all of the Scailex Shares Being Sold to Yashir Management on the Execution Date, in an off-floor transaction, at the price of NIS 61 per 1 par value share, out of the Scailex Shares Being Sold, and for the consideration of the inclusive sum of NIS 66,360,131, with the Scailex Shares Being Sold being "Free and Clear," and Yashir Management covenants that it shall sell and transfer all of the Partner Shares Being Sold to Suny on the Execution Date, in an off-floor transaction, at the price of NIS 65 per 1 par value share, out of the Partner Shares Being Sold, and for the consideration of the inclusive sum of NIS 66,360,131, with the Partner Shares Being Sold being "Free and Clear."
6.2 Subject to the Closing of the Transaction (as this term is defined hereunder), Yashir Management shall be entitled to the rights attached to the Scailex Shares Being Sold as of the signing date of this agreement, and Suny shall be entitled to the rights attached to the Partner Shares Being Sold as of the signing date of this agreement.
6.3 Suny shall be entitled to the rights attached to the Partner Shares Being Sold as of the signing date of this agreement.
6.4 Suny covenants that, during the period up until December 31, 2009, it shall not acquire Partner shares of the same class as the Partner Shares Being Sold from any third party, according to a pricing that is more favorable to the selling third party than the pricing at which the Partner Shares Being Acquired are being acquired by Suny pursuant to the provisions of this Contract.

7. SUSPENDING CONDITIONS

7.1 The consummation of the transaction, the sale of the Scailex Shares Being Sold and the Sale of the Partner Shares Being Sold pursuant to this Contract ("THE CLOSING OF THE TRANSACTION") are contingent upon the fulfillment of all of the following suspending conditions by the Execution Date:
7.1.1 Receipt by Suny of the confirmations of the removal of the Mizrahi Lien.
7.1.2 Approval of the transaction that is the subject of this Contact by all of Suny's competent organs, from which such approval is required.
7.1.3 Approval of the transaction that is the subject of this Contact by all of Yashir Management's competent organs, from which such approval is required.
7.1.4 The receipt of the Ministry of Communication's approval for the transfer of the Partner Shares Being Sold from Yashir Management to Suny.
7.2 If all of the suspending conditions are not fulfilled by November 30, 2009, and the parties did not agree to extend the said deadline by an additional period, this contract shall be voided, and, upon the voidance thereof, the parties shall not have any claim or allegation of any kind or type against each other.

8. THE EXECUTION DATE

8.1 At 11:00 a.m. on the Execution Date ("THE EXECUTION DATE"), the parties shall convene at the offices of Yossi Avraham & Co., lawyers, at 3 Daniel Frisch Street, in Tel-Aviv, and, at that time, Suny shall transfer the Scailex Shares Being Sold to Yashir Management's ownership and Yashir Management shall transfer the Partner Shares Being Sold to Suny's ownership, with the Scailex Shares Being Sold and the Partner Shares Being Sold being fully paid-up and Free and Clear.
8.2 The following operations shall be carried out by the parties at the time of the Execution:
8.2.1 Each of the parties, as the case may be, shall deliver the documents or approvals to the other party that attest to the fulfillment of the suspending conditions specified above in clause 7, to the extent that they concern it.
8.2.2 Suny shall transfer the Scailex Shares Being Sold to Yashir Management and Yashir Management shall transfer the Partner Shares Being Sold to Suny, by way of off-floor transactions, as follows:
(a) Suny shall transfer the Scailex Shares Being Sold to Yashir Management's account with a TASE member, the particulars of which Yashir Management shall furnish in writing to Suny at least two (2) business days prior to the Execution Date ("YASHIR MANAGEMENT'S ACCOUNT").
(b) Yashir Management shall transfer the Partner Shares Being Sold to Yashir Management's account with a TASE member, the particulars of which Suny shall furnish in writing to Yashir Management at least two (2) business days prior to the Execution Date ("SUNY'S ACCOUNT").
8.2.3 Suny shall deliver bank confirmations to Yashir Management that attest to the transfer of the Scailex Shares Being Sold to Yashir Management's Account and Yashir Management shall deliver bank confirmations to Suny that attest to the transfer of the Partner Shares Being Sold to Yashir Management's Account.
8.2.4 All of the documents required pursuant to the Partner shareholder agreements and pursuant to Partner's Articles of Association shall be signed for the purpose of the transfer of the Partner Shares Being Sold to Suny's ownership.
8.3 All of the aforesaid operations shall be carried out as a single operation, and any operation performed shall be invalid if all of the operations are not performed at one and the same time.

9. TAXES AND PAYMENTS

9.1 Each party shall solely bear its own expenses relating to this Contract and all that deriving from it, including, without derogating from the general purport of that stated, the payment of the expenses of lawyers' and consultants' fee.
9.2 Value added tax, which shall apply, to the extent that it shall apply, to each payment prescribed in this agreement and/or deriving from it and/or involving it, shall apply to the party paying it and shall be paid on the compulsory date for the payment thereof to the V.A.T. Authorities, against a duly prepared tax invoice to be issued by the recipient of the payment.
9.3 Income tax and/or capital gains tax that shall apply, if any, to the sale of the Scailex Shares Being Sold to Yashir Management pursuant to this Contract, shall apply to Suny and shall be paid by it.
9.4 Income tax and/or capital gains tax that shall apply, if any, to the sale of the Partner Shares Being Sold to Suny pursuant to this Contract, shall apply to Yashir Management and shall be paid by it.

10. GENERAL PROVISIONS

10.1 NOTICES TO THE PUBLIC

A party obligated by law (according to the advice of its legal advisors) to issue a publication or notice or disclosure to the public regarding the provisions of this Contract or the transactions that are the subject of this Contract shall inform the other party and shall deliver the wording of the publication or the notice to the other party and enable it a way to comment on such publication and in a reasonable length of time under the circumstances.

10.2 ASSIGNMENT

This Contract and the parties' rights and obligations pursuant thereto are not assignable by any party without receiving the prior written consent of the other party.

10.3 NOTICES

Any notice and/or warning due to any matter driving from this Contract, which shall be sent from one party to the other by registered mail according to the addresses specified in the recitals to this Contract (or to any other address advised by written notice to the other parties pursuant to the provisions of this clause 10.3) shall be deemed as having been received by the addressee three (3) business days after its dispatch at the post office for mailing by registered mail, and on the first business day after the time of its transmission by facsimile (according to the facsimile numbers specified hereunder), and, if personally delivered - at the time of the delivery thereof.

SUNY:

YASHIR MANAGEMENT:

Attn: Yossi Vaknin-Stern, Senior Investment Manager

Fax: + 972-3-9211968

10.4 UNENFORCEABLE/INVALID PROVISIONS

10.5 AMENDMENT; WAIVER

Any amendment of the conditions of this Contract shall be valid only if drawn up in writing and signed by all of the parties.

10.6 LAW AND JURISDICTION

10.7 COPIES; SIGNATURES BY FAX

10.8 INTERPRETATION

10.9 ADDITIONAL ACTIONS

AND IT WITNESS HERETO THE PARTIES HAVE SIGNED:

/s/	/s/

YASHIR PROVIDENT FUND MANAGEMENT LTD.	SUNY ELECTRONICS LTD.

I, the undersigned, , Adv., do hereby I, the undersigned, , Adv., do hereby certify the signatures of certify the signatures of Messrs. _____________ and _____ on Messrs. _____________ and _____ on behalf of Yashir Management, and that behalf of Suny, and that all approvals all approvals required by all of Yashir required by all of Suny's competent Management's competent organs have been organs have been received for Suny's received for Yashir Management's engagement in this Contract and for engagement in this Contract and for the the execution of its covenants execution of its covenants pursuant pursuant - 9 - thereto, and that the thereto, and that the above signature above signature is a lawful signature is a lawful signature of Yashir of Suny, which is binding upon Suny Management, which is binding upon for all intents and purposes relating Yashir Management for all intents and to this Contract. purposes relating to this Contract.

, Adv.

--------------------- , Adv.

Filename: exhibit_20.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 20

TRANSLATION FROM THE ORIGINAL HEBREW

AMENDMENT TO SHARE SALE CONTRACT

DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 6, 2009

BETWEEN: SUNY ELECTRONICS LTD.

of 48 Ben Tsiyon Galis Street

Segula Industrial Zone Petach Tikva, Israel (hereinafter: "SUNY")

OF THE FIRST PART;

AND: YASHIR PROVIDENT FUND MANAGEMENT LTD.

of 35 Efal Street Petach Tikva, Israel

(hereinafter: "YASHIR MANAGEMENT")

OF THE SECOND PART;

WHEREAS Suny and Yashir Management (hereinafter: "THE PARTIES") engaged

in a share sale contract on September 30, 2009 (hereinafter: "THE SALE CONTRACT"). A copy of the Sale Contract is attached to this

Amendment;

AND WHEREAS the Parties desire to amend particular provisions of the Sale

Contract by mutual consent, without prejudicing the validity of

any of the rest of the provisions of the Sale Contract;

WHEREFORE, THIS AMENDMENT TO THE SALE CONTRACT ATTESTS AS FOLLOWS:

RECITALS, WARRANTS AND APPENDICES

The recitals to this Amendment, the warrants of the Parties thereto and the appendices attached thereto constitute an integral part thereof.

AMENDMENT OF PARTICULAR PROVISIONS OF THE SALE CONTRACT

The Parties hereby agree to amend particular provisions of the Sale Contract, as follows:

2.1 The provisions of clauses 2.5 and 2.6 of the Sale Contract shall be deleted from the Sale Contract and shall be replaced by the following new wording of clauses 2.5 and 2.6:

"2.5 "THE SCAILEX SHARES 1,104,386 ordinary shares of NIS 0.12 par BEING SOLD" - value each, of the Company, constituting about 3.97% of the Company's issued and paid-up share capital (not including dormant shares), which are being sold to Yashir Management pursuant to the provisions of this Contract.

2.6 "THE PARTNER SHARES 1,036,425 ordinary shares of NIS 0.01 par BEING SOLD" - value each, of Partner Communications Ltd., a public company incorporated in Israel (hereinabove and hereinafter: "PARTNER"), which constitute about 0.67% of Partner's issued and paid-up share capital (not including dormant shares), which are being sold to Suny pursuant to the provisions of this Contract."

2.2 The percentage of the Scailex Shares Being Sold as appearing in clause 4.1 of the Sale Contract shall be amended so that, 3.9% shall be replaced by 3.97%.
2.3 The percentage of the Partner Shares Being Sold as appearing in clause 5.1 of the Sale Contract shall be amended so that, 0.66% shall be replaced by 0.67%.
2.4 The total consideration for the Scailex Shares Being Sold, as appearing in clause 6.1 of the Sale Contract shall be amended so that, the sum of NIS 66,360,131 shall be replaced by the sum of NIS 67,367,546.00.

3. SAVING OF PROVISIONS

All other provisions of the Sale Contract shall continue to be valid and binding upon the Parties thereto for all intents and purposes, without any change.

AND IT WITNESS HERETO THE PARTIES HAVE SIGNED IN TEL-AVIV TODAY, OCTOBER 6, 2009

YASHIR PROVIDENT FUND MANAGEMENT LTD. SUNY ELECTRONICS LTD.

TRANSLATION FROM THE ORIGINAL HEBREW

SHARE SALE CONTRACT

DRAWN UP AND SIGNED IN TEL-AVIV ON SEPTEMBER 30, 2009

BETWEEN: SUNY ELECTRONICS LTD.

of 48 Ben Tsiyon Galis Street

Segula Industrial Zone Petach Tikva, Israel (hereinafter: "SUNY")

OF THE FIRST PART;

AND: YASHIR PROVIDENT FUND MANAGEMENT LTD.

of 35 Efal Street Petach Tikva, Israel

(hereinafter: "YESHIR MANAGEMENT")

OF THE SECOND PART;

WHEREAS Suny holds the Scailex Shares Being Sold (as this term is defined

hereunder);

AND WHEREAS Suny desires to sell and transfer the Scailex Shares Being Sold

as specified in this contract;

WHEREFORE, THE PARTIES HEREBY AGREE, STIPULATE AND DECLARE AS FOLLOWS:

RECITALS, WARRANTS, APPENDICES AND HEADINGS

1.1 The recitals to this Contract, the warrants of the parties thereto and the appendices attached thereto constitute an integral part thereof.

1.2 The clause headings in this Contract, and the division thereof into clauses were intended solely for the sake of the reader's convenience and orientation, and no use may be made thereof for the purpose of interpreting this Contract.

2. DEFINITIONS

In this Contract, the following expressions shall have the meanings defined alongside them, unless the context dictates otherwise.

2.1 "THE TASE" The Tel-Aviv Stock Exchange Ltd.
2.2 "LAW" As this term is defined in the Interpretation Act, 5741 - 1981.
2.3 "THE COMPANY" Scailex Corporation Ltd., public company no. 52-003180-8, a public company whose shares are traded on the TASE.
2.4 "THE EXECUTION The date scheduled for the transfer of the Scailex DATE" - Shares Being Sold to Yashir Management and for the transfer of the Partner Shares Being Sold to Suny, pursuant to the provisions specified hereunder in clause 8 of this Contract. The parties hereby agree to schedule the Execution Date on the seventh day after the fulfillment of the last of the suspending conditions prescribed hereunder in clause 7.
2.5 "THE SCAILEX 1,087,871 ordinary shares of NIS 0.12 par value each, SHARES BEING of the Company, constituting about 3.9% of the SOLD" - Company's issued and paid-up share capital (not including dormant shares), which are being sold to Yashir Management pursuant to the provisions of this Contract.
2.6 "THE PARTNER 1,020,926 ordinary shares of NIS 0.01 par value each, SHARES BEING of Partner Communications Ltd., a public company SOLD" - incorporated in Israel (hereinabove and hereinafter: "PARTNER"), which constitute about 0.66% of Partner's issued and paid-up share capital (not including treasury shares), which are being sold to Suny pursuant to the provisions of this Contract.
2.7 "FREE AND Free and clear of any debt, attachment, lien and/or CLEAR" - other right of any kind or type of any third party.
1. [voided]
1. SUNY'S WARRANTS AND COVENANTS

Suny hereby warrants and covenants to Yashir Management as follows:

4.1 Suny is a public company limited in shares, duly incorporated in Israel, and the sole owner and holder of all of the Scailex Shares Being Sold, which constitute about 3.9% of the Company's issued and paid-up share capital (not including dormant shares).
4.2 All of the Scailex Shares Being Sold, which shall be transferred to Yashir, are fully paid-up and Free and Clear, except for a lien in favor of Mizrahi Tefahot Bank Ltd. ("MIZRAHI LIEN"), which Suny covenants to remove by the Execution Date, in such manner that all of the Scailex Shares Being Sold shall be Free and Clear on the Execution Date.
4.3 Suny has the full authority to engage in this Contract and to perform all of its covenants pursuant thereto; all of the approvals required on its part by its competent organs shall be obtained by the Execution Date; and, subject to the provisions of clause 7 hereunder, there is no legal, contractual or other prohibition that could prevent it from engaging in this Contract and performing all of its covenants pursuant thereto; and this Contract, upon being signed by Suny, constitutes its binding and valid covenant, subject to the fulfillment of the suspending conditions.
4.4 Suny is aware that the Partner Shares Being Sold are not registered for trading on the TASE.
4.5 Suny is aware that, in accordance with and subject to the orders of the Ministry of Communication, there is a restriction on the sale of the Partner Shares Being Sold to an entity other than an "Israeli entity," as this term is defined in the General License Issued to Partner for the Provision of Mobile Radio Telephone (MRT) Services.
4.6 The representations, warrants and covenants made and given by Suny in the above clauses 4.1 through 4.5 are correct and complete on the signing date of this Contract, and they shall remain as such on the Execution Date as well, as if made and given by it on the Execution Date and in relation to that date.

5. YASHIR MANAGEMENT'S WARRANTS

Yashir Management hereby warrants and covenants to Suny as follows:

5.1 Yashir Management is a private company limited in shares, duly incorporated in Israel, and the sole owner and holder of all of the Partner Shares Being Sold, which constitute about 0.66% of Partner's issued and paid-up share capital (not including treasury shares).
5.2 All of the Partner Shares Being Sold shall be transferred to Suny being Free and Clear.
5.3 Yashir Management has the full authority to engage in this Contract and to perform all of its covenants pursuant thereto; all of the approvals required on its part by its competent organs shall be obtained by the Execution Date; and, subject to the provisions of clause 7 hereunder, there is no legal or other prohibition that could prevent it from engaging in this Contract and performing all of its covenants pursuant thereto.
5.4 The representations, warrants and covenants made and given by Yashir Management in the above clauses 5.1 through 5.3 are correct and complete on the signing date of this Contract, and they shall remain as such on the Execution Date as well, as if made and given by it on the Execution Date and in relation to that date.
1. COVENANT FOR THE SALE AND ACQUISITION OF THE SCAILEX SHARES BEING SOLD AND THE SALE AND ACQUISITION OF THE PARTNER SHARES BEING SOLD
6.1 Suny covenants that it shall sell and transfer all of the Scailex Shares Being Sold to Yashir Management on the Execution Date, in an off-floor transaction, at the price of NIS 61 per 1 par value share, out of the Scailex Shares Being Sold, and for the consideration of the inclusive sum of NIS 66,360,131, with the Scailex Shares Being Sold being "Free and Clear," and Yashir Management covenants that it shall sell and transfer all of the Partner Shares Being Sold to Suny on the Execution Date, in an off-floor transaction, at the price of NIS 65 per 1 par value share, out of the Partner Shares Being Sold, and for the consideration of the inclusive sum of NIS 66,360,131, with the Partner Shares Being Sold being "Free and Clear."
6.2 Subject to the Closing of the Transaction (as this term is defined hereunder), Yashir Management shall be entitled to the rights attached to the Scailex Shares Being Sold as of the signing date of this agreement, and Suny shall be entitled to the rights attached to the Partner Shares Being Sold as of the signing date of this agreement.
6.3 Suny covenants that, during the period up until December 31, 2009, it shall not acquire Partner shares of the same class as the Partner Shares Being Sold from any third party, according to a pricing that is more favorable to the selling third party than the pricing at which the Partner Shares Being Acquired are being acquired by Suny pursuant to the provisions of this Contract.

7. SUSPENDING CONDITIONS

7.1 The consummation of the transaction, the sale of the Scailex Shares Being Sold and the Sale of the Partner Shares Being Sold pursuant to this Contract ("THE CLOSING OF THE TRANSACTION") are contingent upon the fulfillment of all of the following suspending conditions by the Execution Date:
7.1.1 Receipt by Suny of the confirmations of the removal of the Mizrahi Lien.
7.1.2 Approval of the transaction that is the subject of this Contact by all of Suny's competent organs, from which such approval is required.
7.1.3 Approval of the transaction that is the subject of this Contact by all of Yashir Management's competent organs, from which such approval is required.
7.1.4 The receipt of the Ministry of Communication's approval for the transfer of the Partner Shares Being Sold from Yashir Management to Suny.
7.2 If all of the suspending conditions are not fulfilled by November 30, 2009, and the parties did not agree to extend the said deadline by an additional period, this contract shall be voided, and, upon the voidance thereof, the parties shall not have any claim or allegation of any kind or type against each other.

8. THE EXECUTION DATE

8.1 At 11:00 a.m. on the Execution Date ("THE EXECUTION DATE"), the parties shall convene at the offices of Yossi Avraham & Co., lawyers, at 3 Daniel Frisch Street, in Tel-Aviv, and, at that time, Suny shall transfer the Scailex Shares Being Sold to Yashir Management's ownership and Yashir Management shall transfer the Partner Shares Being Sold to Suny's ownership, with the Scailex Shares Being Sold and the Partner Shares Being Sold being fully paid-up and Free and Clear.
8.2 The following operations shall be carried out by the parties at the time of the Execution:
8.2.1 Each of the parties, as the case may be, shall deliver the documents or approvals to the other party that attest to the fulfillment of the suspending conditions specified above in clause 7, to the extent that they concern it.
8.2.2 Suny shall transfer the Scailex Shares Being Sold to Yashir Management and Yashir Management shall transfer the Partner Shares Being Sold to Suny, by way of off-floor transactions, as follows:
(a) Suny shall transfer the Scailex Shares Being Sold to Yashir Management's account with a TASE member, the particulars of which Yashir Management shall furnish in writing to Suny at least two (2) business days prior to the Execution Date ("YASHIR MANAGEMENT'S ACCOUNT").
(b) Yashir Management shall transfer the Partner Shares Being Sold to Yashir Management's account with a TASE member, the particulars of which Suny shall furnish in writing to Yashir Management at least two (2) business days prior to the Execution Date ("SUNY'S ACCOUNT").
8.2.3 Suny shall deliver bank confirmations to Yashir Management that attest to the transfer of the Scailex Shares Being Sold to Yashir Management's Account and Yashir Management shall deliver bank confirmations to Suny that attest to the transfer of the Partner Shares Being Sold to Yashir Management's Account.
8.2.4 All of the documents required pursuant to the Partner shareholder agreements and pursuant to Partner's Articles of Association shall be signed for the purpose of the transfer of the Partner Shares Being Sold to Suny's ownership.
8.3 All of the aforesaid operations shall be carried out as a single operation, and any operation performed shall be invalid if all of the operations are not performed at one and the same time.

9. TAXES AND PAYMENTS

9.1 Each party shall solely bear its own expenses relating to this Contract and all that deriving from it, including, without derogating from the general purport of that stated, the payment of the expenses of lawyers' and consultants' fee.
9.2 Value added tax, which shall apply, to the extent that it shall apply, to each payment prescribed in this agreement and/or deriving from it and/or involving it, shall apply to the party paying it and shall be paid on the compulsory date for the payment thereof to the V.A.T. Authorities, against a duly prepared tax invoice to be issued by the recipient of the payment.
9.3 Income tax and/or capital gains tax that shall apply, if any, to the sale of the Scailex Shares Being Sold to Yashir Management pursuant to this Contract, shall apply to Suny and shall be paid by it.
9.4 Income tax and/or capital gains tax that shall apply, if any, to the sale of the Partner Shares Being Sold to Suny pursuant to this Contract, shall apply to Yashir Management and shall be paid by it.

10. GENERAL PROVISIONS

10.1 NOTICES TO THE PUBLIC

10.2 ASSIGNMENT

This Contract and the parties' rights and obligations pursuant thereto are not assignable by any party without receiving the prior written consent of the other party.

10.3 NOTICES

Any notice and/or warning due to any matter driving from this Contract, which shall be sent from one party to the other by registered mail according to the addresses specified in the recitals to this Contract (or to any other address advised by written notice to the other parties pursuant to the provisions of this clause 10.3) shall be deemed as having been received by the addressee three (3) business days after its dispatch at the post office for mailing by registered mail, and on the first business day after the time of its transmission by facsimile (according to the facsimile numbers specified hereunder), and, if personally delivered - at the time of the delivery thereof.

SUNY:

YASHIR MANAGEMENT:

Attn: Yossi Vaknin-Stern, Senior Investment Manager

Fax: + 972-3-9211968

10.4 UNENFORCEABLE/INVALID PROVISIONS

10.5 AMENDMENT; WAIVER

Any amendment of the conditions of this Contract shall be valid only if drawn up in writing and signed by all of the parties.

10.6 LAW AND JURISDICTION

10.7 COPIES; SIGNATURES BY FAX

10.8 INTERPRETATION

10.9 ADDITIONAL ACTIONS

AND IT WITNESS HERETO THE PARTIES HAVE SIGNED:

/s/	/s/

YASHIR PROVIDENT FUND MANAGEMENT LTD.	SUNY ELECTRONICS LTD.

I, the undersigned, SHANI NISSIM, I, the undersigned, YOSSI AVRAHAM, Adv., do hereby certify the signatures Adv., do hereby certify the signatures of Messrs. GIL WEISSMAN and YOSSI of Messrs. ILAN BEN DOV and SHACHAR VAKNIN-STERN on behalf of Yashir LANDAU on behalf of Suny, and that all Management, and that all approvals approvals required by all of Suny's required by all of the competent competent organs have been received organs of Yashir Provident Fund for Suny's engagement in this Contract Management have been received for and for the execution of its covenants Yashir Provident Fund Management's pursuant thereto, and that the above engagement in this Contract and for signature is a lawful signature of the execution of its covenants pursuant Suny, which is binding upon Suny for thereto, and that the above signature all intents and purposes relating to is a lawful signature of Yashir this Contract. Provident Fund Management, which is binding upon Yashir Management for all /s/ intents and purposes relating to this ------------------- Contract.

/s/ ------------------

Shani Nissim, Adv.

Yossi Avraham, Adv.

Filename: exhibit_21.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBI 21

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of 28 October, 2009 (this "Agreement"), by and between Partner Communications Company Ltd., a company organized under the laws of Israel (the "Company"), and Scailex Corporation Ltd., a company organized under the laws of Israel (the "Shareholder").

WHEREAS, the Shareholder entered into that certain Share Purchase Agreement, dated as of August 12, 2009, by and between the Shareholder and Advent Investments Pte Ltd (the "SHARE PURCHASE AGREEMENT"), under which the Shareholder will acquire 78,940,104 ordinary shares, par value NIS 0.01 per share, of the Company (the Company's ordinary shares, the "Ordinary Shares");(1)

WHEREAS, in connection with the transactions contemplated by the Share Purchase Agreement the Shareholder desires that this Agreement shall be executed and delivered; and

WHEREAS, the audit committee and the board of directors of the Company have determined that it is in the best interests of the Company to enter into this Agreement with the Shareholder in connection with the Share Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties and conditions contained herein, the parties hereto agree as follows:

ARTICLE I DEFINITIONS

SECTION 1.01. As used in this Agreement, the following terms shall have the following respective meanings:

"COMMISSION" shall mean the United States Securities and Exchange Commission, or any other United States federal agency at the time administering the Securities Act or the Exchange Act, as applicable, whichever is the relevant statute.

"EXCHANGE ACT" shall mean the United States Securities Exchange Act of 1934, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be amended from time to time.

"HOLDER" shall mean the Shareholder or any transferee or assignee thereof to whom the rights under this Agreement are assigned in accordance with the provisions of Section 4.07 hereof

"PERSON" shall mean a corporation, association, partnership, organization, group (as such term is used in Rule 13d-5 under the Exchange Act), business, individual, government or political subdivision thereof, governmental agency or other entity.

(1) This draft assumes that the registration rights agreement will be entered into prior to closing of the Share Purchase Agreement subject to obtaining the shareholders approval and the closing of the transactions contemplated by the Share Purchase Agreement.

"REGISTRABLE SHARES" shall mean any Ordinary Shares held by the Shareholder from time to time. For purposes of this Agreement, any Registrable Shares shall cease to be Registrable Shares when (x) a registration statement covering such Registrable Shares has been declared effective and such Registrable Shares have been disposed of pursuant to such effective registration statement or (y) such Registrable Shares are sold feely in the public market by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.

"SECURITIES ACT" shall mean the United States Securities Act of 1933, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be amended from time to time.

ARTICLE II REPRESENTATIONS AND WARRANTIES

SECTION 2.01. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER. The Shareholder hereby represents and warrants to the Company that it has all requisite power and authority, and has received all requisite approvals to complete the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Shareholder and constitutes a valid and binding agreement enforceable against it in accordance with its terms.

SECTION 2.02. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Shareholder that it has been duly incorporated as a limited liability company under the laws of Israel and that (i) it has all requisite corporate power and authority, and has received all requisite approvals (including any necessary approval of its audit committee and board of directors) to complete the transactions contemplated hereby and (ii) this Agreement has been duly authorized, executed and delivered by it and constitutes it valid and binding agreement enforceable by the Shareholder against it in accordance with its terms.

ARTICLE III AGREEMENTS IN RESPECT OF THE REGISTRABLE SHARES

SECTION 3.01. DEMAND REGISTRATIONS. (a) Each Holder shall have the right (the "Demand Right") during the term of this Agreement to require the Company to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering.

(b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration.
(c) Notwithstanding anything contained in this Section 3.01:
(i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares;
(ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date,
(iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement
(iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law;
(v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and
(vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto).
(d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them.
(e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

SECTION 3.02. PIGGYBACK REGISTRATION. (a) If the Company proposes to file a registration statement under the Securities Act with respect to an offering of its Ordinary Shares (i) for its own account (other than a registration statement on Form F-4, S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of its Ordinary Shares (including any pursuant to a Demand Registration), on a form and in a manner that would permit registration of Registrable Shares for sale to the public under the Securities Act, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Shares as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Shares intended to be disposed of by such Holder), the Company shall include in such registration statement (a "Piggyback Registration" and, collectively with a Demand Registration, a "Registration"') such number of Registrable Shares as shall be set forth in such notice.

(b) Notwithstanding anything contained in this Section 3.02, if the lead underwriter of an offering involving a Piggyback Registration advises the Company that the inclusion of such Registrable Shares (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater amount of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered by each party requesting Piggyback Registration shall be reduced such that the total number of Registrable Shares being registered is not larger than such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such Registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. Nothing contained herein shall require the Company to reduce the number of Ordinary Shares proposed to be issued by the Company.
(c) Subject to Section 3.01 (e) (ii) hereof, no Piggyback Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 3.01 hereof
(d) The Company shall not be obligated to effect any registration of Registrable Shares under this Section 3.02 that is incidental to the registration of any of its securities in connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other employee benefit plan.
(e) Notwithstanding anything contained in this Section 3.02, if at any time after giving notice of its intention to register any of its securities and prior to the effective date of the registration statement fled in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to the Holders participating in such registration and thereupon the Company shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay expenses incurred in connection with such registration to the extent provided in Section 3.05).
(f) No Holder may participate in any underwritten registration pursuant to this Section 3.02 unless such Holder (i) agrees to sell such Holder's Registrable Shares on the basis provided in any underwritten arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.
SECTION 3.03. REGISTRATION PROCEDURES. (a) In connection with each Registration, and in accordance with the intended method or methods of distribution of the Ordinary Shares as described in such Registration, the Company shall, as soon as reasonably practicable (and, in any event, subject to the terms of this Agreement, at or before the time required by applicable laws and regulations):
(a) prepare and file with the Commission a registration statement on an appropriate form with respect to such Registrable Shares and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby determined as provided hereafter;
(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such registration statement;
(c) furnish to each Holder participating in such registration such numbers of copies of the registration statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto), in conformity with the requirements of the Securities Act, any documents incorporating by reference in such registration statement or prospectus and such other documents and information as it may reasonably request in order to facilitate the age or disposition of such Registrable Shares;
(d) use its reasonable best efforts to register or qualify the Registrable Shares covered by such registration statement under such other securities or blue sky laws of such jurisdiction within the United States as shall be reasonably appropriate for the distribution of the Registrable Shares covered by the registration statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to do so; and provided, further, that the Company shall not be required to qualify such Registrable Shares in any jurisdiction in which the securities regulatory authority requires that a Holder participating in such registration submit any of its Registrable Shares to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Shares in etch jurisdiction unless such Holder agrees to do so;
(e) promptly notify each Holder participating in such registration, (i) when a prospectus or any prospectus supplement or amendment has been filed, and, with respect to a registration statement or any post-effective amendment to a registration statement, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to a registration statement or related prospectus or for additional information or any receipt of Commission comments, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for any such purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation or threat of any proceedings for such purpose, and (v) at any time when a prospectus relating to the Registrable Shares is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any such Holder promptly prepare, and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and shall otherwise comply in all material respects with applicable law;
(f) use its reasonable best efforts to furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to Sections 3.01 or 3.02 hereof, if the method of distribution is by means of an underwriting, on the date that the Registrable Shares are, delivered to the underwriters for sale pursuant to such registration, or if such Registrable Shares are not being sold through underwriters, on the date that the registration statement with respect to such Registrable Shares becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to the underwriters, if any, and if such Registrable Shares are not being sold through underwriters, then to the Holders making such request, as to such matters as such underwriters or the Holders may reasonably request and as would be customary in such a transaction; and (2) letters dated such date and the date the offering is priced from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Shares are not being sold through underwriters, then to the Holders malting such request and, if such accountants refuse to deliver such letters to such Holders, then to the Company (i) stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and (ii) covering such other financial matters with respect to the registration in respect of which such letter is being given as such underwriters or the Holders, as the case may be, may reasonably request and as would be customary in such a transaction;
(g) enter into customary agreements (including if the method of distribution is by means of an underwritten public offering, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Shares to be so included in the registration statement;
(h) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(i) use its best efforts to list such securities on each securities exchange on which Ordinary Shares or American Depositary Shares thereof are then listed, if such Registrable Shares are not already listed and if such listing is then permitted under the rules of such exchange.
(b) Each Holder requesting registration shall furnish to the Company in writing such information regarding such Holder and its intended method of distribution of the Registrable Shares as the Company may from time to time reasonably request in writing and as shall be required by law or by the Commission in connection therewith Such Holder shall notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event, in either case as a result of which any prospectus relating to the Registrable Shares contains or would contain an untrue statement of a material fact regarding such Holder or its intended method of distribution of such Registrable Shares or omits to state any material fact regarding such Holder or its intended method of distribution of such Registrable Shares required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and promptly furnish to the Company any additional information required to correct and update any previously furnished information, or required so that such prospectus shall not contain, with respect to such Holder or the intended method of distribution of the Registrable Shares, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and shall otherwise comply in all material respects with applicable law.
(c) Each Holder participating in any registration pursuant to Section 3.01 or 3.02 shall enter into customary agreements (including if the method of distribution is by means of an underwritten public offering an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Shares to be so included in the registration statement.
(d) Each Holder participating in any registration pursuant to Section 3.01 or 3.02 shall, upon receipt of notice of the occurrence of any of the events specified in Section 3.03 (c)(ii), (iii), (iv) or (v) hereof forthwith discontinue disposition of such Registrable Shares pursuant to the registration statement covering such Registrable Shares until such Holder's receipt of notice from the Company that the use of the applicable prospectus may be resumed or until such Holder's receipt of copies of an amended or supplemented prospectus.

SECTION 3.04. REGISTRATION EXPENSES. (a) In the case of a Registration proposed by the Company pursuant to which the Company is registering Ordinary Shares for its own account, all expenses, excluding underwriters' discounts and commissions and any stamp or transfer tax or duty, but including without limitation all registration, fling and qualification fees, word processing, duplicating, printers and accounting fees (including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance), fees of the Financial Industry Regulatory Authority or listing fees, messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws, and fees and disbursements of counsel for the Company incurred in connection with each Registration shall be paid by the Company. In the case of such a Registration, each Holder participating in such Registration shall bear and pay the underwriting commissions and discounts and any stamp or transfer tax or duty and the fees and disbursements of counsel for such Holder applicable to securities offered for its account in connection with such Registration.

(b) In the case of a Demand Registration, each Holder shall bear and pay the underwriting commissions and discounts and any stamp or transfer tax or duty and the fees and disbursements of counsel for such Holder applicable to securities offered for its account in connection with such Registration. All other expenses, including without limitation all registration, filing and qualification fees, word processing, duplicating, printers' and accounting fees (including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance), fees of the Financial Industry Regulatory Authority or listing fees, messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws and fees and disbursements of counsel for the Company incurred in connection with each registration shall be paid by the Company and each Holder participating in such registration in proportion to the number of securities registered for the account of the Company and each Holder.

SECTION 3.05. INDEMNIFICATION: CONTRIBUTION. (a) INDEMNIFICATION BY THE COMPANY. The Company shall, and it hereby agrees to, indemnify and hold harmless, in the case of any registration statement fled pursuant to Section 3.01 or 3.02 registering Registrable Shares of a Holder, such Holder, such Holder's directors and officers, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of the Registrable Shares, from and against any losses, claims, damages or liabilities to which such Holder or such director or officer or such agent or underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by it reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and the Company shall, and it hereby agrees to, reimburse each such Holder or any such director or officer or agent or underwriter for any legal or other expenses reasonably incurred by than in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, or document incorporated by reference therein, in reliance upon and in conformity with written information furnished to the Company by such Holder or such director or officer or any agent, underwriter or representative of such Holder expressly for use therein, or by such Holder's failure to furnish the Company, upon request; with the information with respect to such Holder, such Holder's directors and officers, or any agent, underwriter or representative of such Holder, or such Holder's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that such Holder, such Holder's directors and officers, or such agent or underwriter sold securities to the person alleging such loss, claim, damage or liability without sanding or giving, at or prior to the written confirmation of such We, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein) if the Company had previously furnished copies thereof to the such Holder or such agent or underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration.

(b) INDEMNIFICATION BY THE HOLDER AND ANY AGENT OR UNDERWRITERS. Each Holder requesting or joining in a Registration severally and not jointly shall indemnify and hold harmless the Company, each of its directors and officers, each person, if any, who controls the Company within the meaning of the Securities Act, and each agent and any underwriter for the Company (within the meaning of the Securities Act) against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, controlling person, agent or underwriter may became subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged Untrue statement of any material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any registration statement, preliminary or final prospectus, or amendments or supplements thereto, or documents incorporated by reference therein, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use therein; and each such Holder shall reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, agent or underwriter in connection with investigating or defending any such action or claim as such expenses are incurred.
(c) NOTICE OF CLAIMS, ETC. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of, or as contemplated by, this Section 3.05, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than pursuant to such provisions. In case any such action or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof the indemnifying party shall be entitled to participate therein and to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party (which shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party shall not be liable to such indemnified party for any legal of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (in addition to local counsel) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of or consent to the entry of any judgment with respect to, any pending or treated action or claim in respect of which indemnification or contribution may be sought unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault; culpability or a failure to act, by or behalf of any indemnified party.

(d) CONTRIBUTION. Each Holder requesting or joining in a Registration and the Company agree that it, for any reason, the indemnification provisions contemplated by Section 3.05 (a) or Section 3.05(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of, and benefits derived by, the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 3.05(d) were determined by pro rata allocation (even if the Holder or any agents for, or underwriters of the Registrable Shares, or all of them, were treated as one entity for such purposes); or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 3.05(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above shall be doomed to include (subject to the limitations set forth in Section 3.05(c) hereof) any legal, or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, an indemnifying party shall not be required to contribute under this Section 3.05(d) except under such circumstances as such indemnifying party would have been liable pursuant to Section 3.05(a) or (b) had such indemnification been enforceable under applicable law.
(e) BENEFICIARIES OF INDEMNIFICATION. The obligations of the Company under this Section 3.05 shall be in addition to any liability that it may otherwise have and shall extend, upon the same terms end conditions, to each officer, director and partner of each Holder requesting or joining in a Registration and each agent and underwriter of the Registrable Shares and each person, if any, who controls such Holder or any such agent or underwriter within the meaning of the Securities Act; and the obligations of such Holder and any agents or underwriters contemplated by this Section 3.05 shall be in addition to any liability that such Holder or its respective agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his consent, is named in any registration statement as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Securities Act.

SECTION 3.06. UNDERWRITERS. If any of the Registrable Shares are to be sold pursuant to an underwritten offering, the investment banker or bankers and the managing underwriter or underwriters thereof shall be selected by the Company except in the case of a Demand Registration, in which case the managing underwriter or underwriters shall be selected by the Holder requesting such Registration after consultation with the Company and any other Holder who elects to participate in the registration (if known at the time of such selection) and taking into account the Company's and such other Holder's reasonable requests, provided that such managing underwriter or underwriters must be of recognized international standing.

SECTION 3.07. LOCKUPS. (a) Each Holder shall, in connection with any registration of the Company's securities pursuant to Section 3.01 or 3.02, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, agree in writing not to effect any sale, disposition or distribution of any Registrable Shares (other than that included in the registration) without the prior written consent of the Company or the representatives of such underwriters, as the case may be, for such period of time not to exceed 180 days from the effective date of such registration as the Company or the underwriters may specify.

(b) The Company shall, if so required by the managing underwriters in connection with an underwritten offering of Registrable Shares pursuant to Section 3.01 or 3.02, agree in writing not to effect any sale, disposition or distribution of any Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares (other than that included in the registration) without the prior written consent of the representatives of such underwriters for such period of time not to exceed 180 days from the effective date of such registration as the underwriter may specify, except in connection with a stock option plan, stock purchase plan, savings or similar plan, or an acquisition, merger or exchange offer.

SECTION 3.08. OVER-ALLOTMENT OPTIONS. It is understood that in any underwritten offering of Registrable Shares in addition to the shares (the "INITIAL SHARES") the underwriters have committed to purchase, the underwriting agreement may grant the underwriters an option to purchase a number of additional shares (the "OPTION SHARES") equal to up to 15% of the initial shares (or such other maximum amount as the Financial Industry Regulatory Authority may then permit), solely to cover over-allotments, if any. In the absence of agreement to the contrary, the number of initial shares and option shares to be sold by the Company and the Holders participating in such offering shall be allocated pro rata among such persons an the basis of the relative number of Registrable Shares each person has requested to be included in such registration.

SECTION 3.09. PREPARATION: REASONABLE INVESTIGATION. In connection with the preparation and fling of each registration statement registering Registrable Shares under the Securities Act, the Company will give the Holders participating in such registration and its underwriters, if any, and its counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein are filed with the Commission, and each amendment thereof or supplement thereto, and will give it such access to its books and records and such opportunities to discuss the business of the Company with its of cars and the independent public accountants who have issued a report on its financial statements as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel to conduct a reasonable investigation within the meaning of the Securities Act.

ARTICLE IV MISCELLANEOUS

SECTION 4.01. TERMS OF AGREEMENT: TERMINATION. The term of this Agreement shall terminate with respect to a Holder on the earlier of: (i) five (5) years from the Effective Date; and (ii) when the Registrable Shares held by such Holder can be sold in the United States public market pursuant to an exemption from the registration requirements of the Securities Act and without regard to holding period, volume or manner-of-sale limitations.

SECTION 4.02. EFFECTIVE DATE. This Agreement shall become effective subject to and only after the fulfillment of each of the following conditions (the date on which this Agreement shall become effective, the "Effective Date"):

(a) A resolution at a general meeting of the shareholders of the Company to approve and adopt this Agreement shall have been dully passed; and
(b) The consummation of the transactions contemplated by the Share Purchase Agreement shall have been occurred

SECTION 4.03. SPECIFIC PERFORMANCE AND OTHER EQUITABLE RIGHTS. Each of the parties hereto recognizes and acknowledges that a breach by a party or by any assignee thereof of any covenants or other commitments contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore, each of the parties hereto agrees that in the event of any such breach, the aggrieved party shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the parties hereto hereby waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

SECTION 4.04. NOTICES. All notices, requests, demands and other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended or delivered by registered or certified mail, return receipt requested, or if sent by telecopier, upon receipt of oral confirmation that such transmission has been received, to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person:

(a) If to the Company, addressed as follows:

Partner Communications Company Ltd 8 Amal Street Afeq Industrial Park Rosh-Ha'ayin 48103 Israel

Attention: Roly Klinger Telecopier: 054-7814193

with copies to:

Shearman & Sterling

Broadgate West 9 Appold Street London EC2A 2AP England

Attention: Richard Price George Karafotias Telecopier: 44-207 655 5500

(b) If to the Shareholder, addressed as follows:

Scailex Corporation Ltd. 48 Ben Zion Galis St, Segula Industrial Park, Petach Tikva, Israel 49277

Attention: CEO

Telecopier: 03-930 0424

or to such other address as the relevant party may from time to time advise by notice in writing given pursuant to this Section 4.04. The date of receipt of any such notice, request, consent, agreement or approval shall be deemed to be the date of delivery thereof.

SECTION 4.05. SURVIVAL. The several indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any party, any director or officer of such party, or any controlling person of any of the foregoing, and shall survive the transfer of any Registrable Shares by the Shareholder, and the indemnification and contribution provisions set forth in Section 3.05 hereof shall survive termination of this Agreement.

SECTION 4.06. SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

SECTION 4.07. TRANSFER OF REGISTRATION RIGHTS. The registration rights of the Shareholder in this Agreement with respect to any Registrable Shares may be transferred to any person acquiring all of the Registrable Shares held by the Holder or a part of the Registrable Shares held by a Holder comprising at least 4.99% of the outstanding Ordinary Shares and the transferee acquires the right to nominate a representative to the board of directors of the Company at the time the transferee acquires such shares; provided, however, that the Company may deny the transfer of such registration rights in any such case if (i) such transfer relates to a sale or other transfer of all of the Registrable Shares to a person who is a competitor of the Company or its subsidiaries in the industry or (ii) any conditions in the last sentence of this Section 4.07 are not met. Each such transfer is contingent on the Shareholder or the transferring person satisfying the following: (i) the Shareholder or transferring person shall have given the Company written notice at or prior to the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which the rights under this Agreement are being transferred; (ii) such transferee shall have agreed in writing, in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement; and (iii) immediately following such transfer the further disposition of such securities by each transferee shall be restricted under the Securities Act.

SECTION 4.08. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

SECTION 4.09. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 4.10. ENTIRE AGREEMENT: AMENDMENTS. This Agreement and the other writings referred to herein or delivered pursuant hereto which fore a part hereof contain the entire understanding of the parties with respect is to its subject matter. This Agreement supersedes all prior agreements and understanding among the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by each of the parties, which shall be binding on all of the parties.

SECTION 4.11. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shat constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PARTNER COMMUNICATIONS COMPANY LTD.

By: /s/ David Avner /s/ Emanuel Avner

Name: David Avner Chief Financial Officer

Title: CEO Parter Communications Company, Ltd

SCAILEX CORPORATION LTD.

By: /s/ SCAILEX CORPORATION LTD.

Name: Title: Filename: exhibit_22.txt Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 22

SCAILEX CORPORATION LTD.

HERMETIC TRUST (1975) LTD.

TRUST DEED RELATING TO US$300,000,000 FIXED RATE SECURED BULLET NOTES DUE APRIL 27, 2014

CLAUSE		PAGE
1.	Definitions And Interpretation	1
2.	Covenant To Repay	5
3.	The Notes	5
4.	Covenant To Comply With Trust Deed And Schedules	7
5.	Covenants By The Issuer	8
6.	Amendments And Substitution	9
7.	Voting	9
8.	Enforcement	11
9.	Application Of Moneys	11
10.	Register	12
11.	Terms Of Appointment	13
12.	Costs And Expenses	16
13.	Appointment And Retirement	19
14.	Notices	19
15.	Law And Jurisdiction	20
16.	Severability	20
17.	Counterparts	20

THIS TRUST DEED is made on October 28, 2009

BETWEEN:

(1) SCAILEX CORPORATION LTD. (the "ISSUER"); and
(2) HERMETIC TRUST (1975) LTD. (the "TRUSTEE", which expression includes, where the context admits, all Persons being the trustee or trustees of this Trust Deed).

WHEREAS

(A) The Issuer has authorised the creation and issue of US$300,000,000 in aggregate principal amount of Fixed Rate Secured Bullet Notes due April 27, 2014 (the "NOTES"), to be constituted in relation to this Trust Deed; and
(B) The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.

NOW THIS DEED WITNESSES AND IT IS HEREBY DECLARED as follows:

1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS

In this Trust Deed the following expressions have the following meanings:

"BASIC TERMS MODIFICATION" has the meaning set out in Schedule 3 (PROVISIONS FOR MEETINGS OF NOTEHOLDERS), as may be amended, supplemented or otherwise modified from time to time;
"BUSINESS DAY" means any day on which banks are open for business in the State of Israel;
"CERTIFICATE" means any certificate representing Notes which must be in a minimum principal amount of US$100,000 each;
"CONDITIONS" means the terms and conditions to be endorsed on the Certificates, in the form set out in Schedule 2, as may be amended, supplemented or otherwise modified from time to time;
"DEBENTURE" shall have the meaning assigned to such term in the Placement Agreement;
"DEFAULT" shall have the meaning assigned to such term in the Conditions;
"DIRECTIONS REQUEST" has the meaning given to it in Clause 7.3 (DIRECTIONS REQUEST);
"ENFORCEMENT ACTION" means any action to declare the Notes immediately due and payable pursuant to Condition 10 (EVENTS OF DEFAULT) or Condition 12 (ENFORCEMENT);
"ESCROW AGREEMENT" shall have the meaning assigned to such term in the Conditions;
"EVENT OF DEFAULT" means any one of the circumstances described in Condition 10 (EVENTS OF DEFAULT);
"EXTRAORDINARY RESOLUTION" means a resolution passed in accordance with Schedule 3, as may be amended, supplemented or otherwise modified from time to time, by (i) Noteholder/s holding the Relevant Fraction and (ii) if the resolution relates to any Basic Terms Modification, by each Noteholder;
"ISSUE DOCUMENTS" shall have the meaning assigned to such term in the Conditions;
"ISSUER ACCOUNT AGREEMENT" shall have the meaning assigned to such term in the Conditions;
"LIABILITIES" or "LIABILITY" means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof and reasonable legal fees and expenses properly incurred;
"NOTEHOLDER" and (in relation to a Note) "HOLDER" means a Person in whose name a Note is registered in the register of Noteholders;
"NOTES" as defined in the preamble hereof;
"OUTSTANDING" means, in relation to the Notes, all the Notes other than:
(a) those which have been redeemed in accordance with this Trust Deed;
(b) those in respect of which the date for redemption in accordance with the provisions of the Conditions has occurred and for which the redemption moneys (including all interest accrued thereon to the date for such redemption) have been fully paid to the Noteholders;

PROVIDED THAT for each of the following purposes, namely:

(i) the right to attend and vote at any meeting of Noteholders;
(ii) the determination of how many and which Notes are for the time being outstanding for the purposes of the Conditions, Clause 7 (VOTING) and Clause 8.1 (LEGAL PROCEEDINGS); and
(iii) any discretion, power or authority, whether contained in this Trust Deed or provided by law, which the Trustee is required to exercise in or by reference to the interests of the Noteholders or any of them;

those Notes (if any) which are for the time being held by any Person (including but not limited to the Issuer or any Subsidiary) for the benefit of the Issuer or any Subsidiary shall be deemed not to remain outstanding;

"PLACEMENT AGREEMENT" shall have the meaning assigned to such term in the Conditions;
"PRINCIPAL AMOUNT OUTSTANDING" means the aggregate principal amount in respect of the Notes outstanding for the time being;
"REGISTER" means the register maintained by the Registrar at its Specified Office;
"REGISTRAR" means the Trustee at its Specified Office initially appointed as registrar pursuant to this Trust Deed or, if applicable, any Successor Trustee at its Specified Office;
"REPAY" shall include "REDEEM" and vice versa and "REPAID", "REPAYABLE", "REPAYMENT", "REDEEMED", "REDEEMABLE" and "REDEMPTION" shall be construed accordingly;
"REPLACEMENT REQUEST" shall have the meaning assigned to such term in Section 3.1;
"RELEVANT FRACTION" shall have the meaning assigned to such term in Schedule 3, as may be amended, supplemented or otherwise modified from time to time;
"SECURITY" means the Security Interests purported to be constituted by the Debenture;
"SECURITY TRUSTEE" shall have the meaning assigned to such term in the Escrow Agreement, which expression includes, where the context admits, all Persons being the security trustee under the Escrow Agreement;
"SPECIFIED OFFICE" means, in relation to the Trustee or the Registrar, any office notified to any relevant parties pursuant to the provisions hereof as such;
"SUBSIDIARY" means any entity in which any Person holds: (i) more than 50% of the issued share capital or participation interests; (ii) such share capital as carries directly or indirectly, more than 50% of the shareholder votes in a general meeting; or (iii) the ability to appoint or elect more than 50% of the directors or equivalent of such entity;
"SUCCESSOR" means, in relation to any Person, such other or further Person, as may from time to time be appointed pursuant to this Trust Deed (as the case may be);
"THIS TRUST DEED" means this instrument and the Schedules (as from time to time modified in accordance with the provisions contained herein) and (unless the context requires otherwise) includes any deed or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto; and
"WRITTEN RESOLUTION" shall have the meaning assigned to such term in Schedule 3.

1.2 PRINCIPLES OF INTERPRETATION

In this Trust Deed references to:

1.2.1 STATUTORY MODIFICATION: a provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment;
1.2.2 TAX: costs, charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof;
1.2.3 "US$" and "US DOLLARS" denote the lawful currency for the time being of the United States of America;
1.2.4 CLAUSES AND SCHEDULES: a Schedule or a Clause or sub-clause, paragraph or sub-paragraph is, unless otherwise stated, to a Schedule hereto or a Clause or sub-clause, paragraph or sub-paragraph hereof respectively; and
1.2.5 GENDER: words denoting the masculine gender shall include the feminine gender also, words denoting individuals shall include companies, corporations and partnerships and words importing the singular number only shall include the plural and in each case VICE VERSA.
1.2.6 ADDITIONAL DEFINITIONS: any capitalized terms herein not otherwise defined shall have the meaning assigned thereto in the other Issue Documents or, if such terms are not defined in any Issue Document, they shall have the meaning assigned thereto in the Share Purchase Agreement dated August 12, 2009, between the Issuer and Advent Investments Pte Ltd, as may be amended, supplemented, or otherwise modified from time to time, in each case unless the context otherwise requires.

1.3 HEADINGS

The headings and sub-headings are for ease of reference only and shall not affect the construction of this Trust Deed.

1.4 THE SCHEDULES

The Schedules are part of this Trust Deed and shall have effect accordingly.

1A. APPOINTMENT OF TRUSTEE

Hermetic Trust (1975) Ltd. is hereby appointed as Trustee to act for and on behalf of the Noteholders upon and subject to the terms and conditions of this Trust Deed and the other Issue Documents.

The representation of the Noteholder/s by the Trustee shall be exclusive (without derogating from Section 13 below), HOWEVER Noteholders holding the Relevant Fraction may jointly act independently.

Only the Trustee or Noteholder/s holding the Relevant Fraction may enforce the provisions of the Notes or this Trust Deed or other Issue Documents. It being agreed that Noteholder/s holding the Relevant Fraction may at any time elect to act in the Trustee's place and stead (without releasing the Trustee from any and all of its obligation to act upon the terms and conditions of this Trust Deed and the other Issue Documents).

2. COVENANT TO REPAY

The Issuer covenants with the Noteholders and the Trustee that it will, as and when any principal on the Notes or any of them becomes due to be repaid and as and when any interest on account of the Notes becomes due to be paid, in accordance with the Conditions including, without limitations, upon the occurrence of any Event of Default, pay or procure to be paid to or to the order of the Noteholders in US dollars in same day freely transferable funds the principal amount of the Notes or any interest, as the case may be, on that date and shall (subject to the provisions of the Conditions) until all such payments (both before and after judgment or other order) are duly made pay or procure to be paid to or to the order of the Noteholders as aforesaid on the dates provided for in the Conditions (subject to Clause 6 (DEFAULT INTEREST)) interest on the unpaid amount on account of the Notes outstanding from time to time as set out in the Conditions.

The Trustee will hold the benefit of the Security, this covenant and the covenant in Clause 4 (COVENANT TO COMPLY WITH TRUST DEED AND SCHEDULES) on trust for the benefit of the Noteholders.

3. THE NOTES

3.1 THE CERTIFICATES

The Notes will be represented by up to 3000 Certificates in the minimum principal amount of US$100,000 each but only one certificate will be issued to each Noteholder in respect of its registered holding; PROVIDED that any Noteholder may at any time deliver a request in writing to the Trustee to replace any Certificate issued to it with one or more Certificates each in a minimum principal amount of US$100,000 ("REPLACEMENT REQUEST").

The Certificates will be substantially in the forms set out in Schedule 1. The Certificates will be endorsed with the Conditions.

3.2 SIGNATURE

The Certificates will be signed manually or in facsimile by a duly authorised Person designated by the Issuer at such times as requested by the Trustee and will be authenticated manually by or on behalf of the Registrar.

3A. SECURITY

3A.1 As security for the full and punctual performance by the Issuer of all of its obligations under the Issue Documents towards the Noteholders, the Trustee and the Security Trustee, the Issuer will create in favour of the Trustee in trust for the benefit of the Noteholders and the Security Trustee and in favour of the Trustee, on the date hereof, INTER ALIA, a first ranking Fixed Charge on 17,142,858 Shares, together with all rights and privileges attached to such Shares or connected therewith (including, without limitation, dividends and participation in any distributions, bonus shares, voting rights, and any other right vested in the holder of Shares under any Applicable Law and the articles of incorporation of the Company) (as amended from time to time) and a first ranking fixed and floating charge over account no. 101-014504 in the name of the Issuer at HSBC Bank plc (Tel-Aviv branch) (including, without limitation, all amounts and assets deposited therein from time to time) (the said charges will be in the form of the Debenture attached as Schedule 1 to the Placement Agreement). Within seven Business Days from the Purchase Date, the Issuer will provide to the Trustee the following documents and certificates: (i) a certificate in original form (or a certified copy thereof) evidencing the due registration of the Debenture with the Israeli Companies Registrar; (ii) a copy of the Debenture bearing an original stamp from the Israeli Companies Registrar; (iii) a duly executed legal opinion from the Issuer's external legal counsel in the form set out in Schedule 5; and (iv) an officer's certificate duly executed by the Chief Executive Officer of the Issuer in the form set out in Schedule 6.
3A.2 On the Purchase Date, the Issuer will deposit with the Trustee (a) the original share certificate(s) in the Issuer's name evidencing the Shares pledged under the Debenture; and (b) a share transfer deed (in the form set forth in the Company's Articles of Association) in respect of the Shares Pledged under the Debenture duly executed by the Issuer as transferor. Until such time as the Shares Pledged under the Debenture are registered in the Company's shareholders registry in the name of the Security Trustee and the Escrow Agreement is executed by all parties thereto, each time an Excess Distribution or a Share substitution (pursuant to Section 4(r) of the Conditions) ("SHARE SUBSTITUTION") is made, the Issuer will deposit with the Trustee (within 5 Business Days of such Excess Distribution or at the time of such Share Substitution (as applicable)) (x) the original share certificate(s) in the Issuer's name evidencing the Additional Shares or Replacement Shares (as applicable) pledged under the Debenture; (y) a share transfer deed (in the form set forth in the Company's Articles of Association) in respect of such Additional Shares or Replacement Shares (as applicable) duly executed by the Issuer as transferor; and (z) the deliverables pursuant to Sections 3A.1(i) through (and including) (iv) above in connection with the pledge of such Additional Shares or Replacement Shares (as applicable) MUTATIS MUTANDIS (and the above shall apply, MUTATIS MUTANDIS, to any distribution of bonus shares by virtue of the Shares pledged under the Debenture). The Trustee shall hold all such documents in escrow until such time as the Escrow Agreement is executed by all parties thereto and at such time will act pursuant to the provisions of Section 2 of the Escrow Agreement. Upon the registration of the Shares pledged under the Debenture in the Company's shareholder's registry in the name of the Security Trustee (subject to Section 3A.5 below) the provisions of the Escrow Agreement shall come into effect and the Security Trustee shall hold such Shares in trust for the Trustee (for the benefit of the Noteholders, the Trustee and the Security Trustee, as creditors) and the Issuer (as owner) pursuant to the terms and conditions of the Escrow Agreement.
3A.3 On the Purchase Date the Issuer will execute a letter of irrevocable instructions to the Company, in the form attached as Schedule A to the Debenture, concerning payment of dividends and other cash distributions made from time to time by virtue of the Shares pledged under Debenture (such letter and each additional letter signed thereafter, the "LETTER OF IRREVOCABLE INSTRUCTIONS"). The Company shall acknowledge such Letter of Irrevocable Instructions and will deliver it to the Trustee on the Purchase Date. Until such time as the Shares pledged under the Debenture are registered in the Company's shareholders registry in the name of the Security Trustee and the Escrow Agreement is executed by all parties thereto, each time an Excess Distribution or a Share Substitution is made, the Issuer will deliver to the Trustee (within 5 Business Days of such Excess Distribution or at the time of such Share Substitution (as applicable)) irrevocable instructions (in the form attached as Schedule A to the Debenture) in original form and duly executed by the Issuer and acknowledged by the Company in relation to such Additional Shares or Replacement Shares (as applicable) (and the above shall apply, MUTATIS MUTANDIS, to any distribution of bonus shares by virtue of the Shares pledged under the Debenture).
3A.4 For the avoidance of doubt, the Trustee (i) is not required to examine, nor did it in fact examine, the necessity in providing the securities or any security to secure the payment obligations of the Issuer under the Issue Documents; (ii) did not conduct any legal, financial or accounting due diligence with respect to the business of the Issuer or the Company; (iii) does not express its opinion in respect of the ability of the Issuer to meet its obligations under the Issue Documents; and (iv) does not express its opinion in respect of the creation of the pledge of the Shares pledged under the Debenture without registering such Shares in the name of the Security Trustee in the Company's shareholders registry on the Purchase Date.
3A.5 For the avoidance of doubt, it is hereby clarified that the transfer of the Shares pledged under the Debenture in the name of the Security Trustee and the execution of the Escrow Agreement are subject to the prior written consent of the Israeli Minister of Communications pursuant to Section 4(o) of the Conditions.
1. COVENANT TO COMPLY WITH TRUST DEED AND SCHEDULES

The Issuer covenants with the Noteholders and the Trustee to comply with those provisions of this Trust Deed and other Issue Documents which are expressed to be binding on it and to perform and observe the same. The Notes are subject to the provisions contained in this Trust Deed, all of which shall be binding upon the Issuer and the Noteholders, as applicable, and all Persons claiming through or under them respectively.

The Trustee shall deliver any notices, requests and any other information received from the Issuer or from any other Person in connection with the Issue Documents including, without limitation, pursuant to Condition 4(g) (REPORTS AND NOTIFICATIONS), to the attention of the Noteholders as soon as practicable in accordance with Condition 13 (NOTICES).

5. COVENANTS BY THE ISSUER

The Issuer hereby covenants with the Noteholders and the Trustee that, so long as any of the Notes remain outstanding, it will:

5.1 EVENT OF DEFAULT

Give notice in writing to the Trustee forthwith upon becoming aware of any Event of Default without waiting for the Trustee to take any further action.

5.2 CERTIFICATE OF COMPLIANCE

Provide to the Trustee within 15 days of any request by the Trustee or Noteholder/s holding the Relevant Fraction and at the time of the despatch to the Trustee of its annual balance sheet and profit and loss account, and in any event not later than 105 days after the end of its financial year, a certificate in the English language, signed by two officers of the Issuer certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the "CERTIFIED DATE") the Issuer has complied with its obligations under the Issue Documents (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Event of Default or other matter which would affect the Issuer's ability to perform its obligations under the Issue Documents or (if such is not the case) specifying the same.

5.3 INFORMATION

At all times give to the Trustee such (i) information and other evidence in each case to the extent available to the Issuer and (ii) opinions and certificates, in each case as the Trustee (acting at the request of Noteholder/s holding the Relevant Fraction) or the Investor (including any assignee thereof) shall reasonably require, and the Trustee shall cause such information, opinions, certificates and other evidence to be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 13 (NOTICES).

5.4 NOTICES TO NOTEHOLDERS

Send or procure to be sent to the Trustee not less than three days prior to the date of publication, for the Trustee's approval, one copy of each notice to be given to the Noteholders in accordance with the Conditions.

5.5 PAYMENTS

Pay moneys payable by it to the Trustee and /or Noteholders hereunder without any (i) set off or counterclaim, or (ii) deduction or withholding other than as set forth in Condition 9.

6. AMENDMENTS AND SUBSTITUTION

No amendment, modification, termination or waiver of any provision of this Trust Deed or any other Issue Document (other than the Placement Agreement), or consent to any departure by the Issuer therefrom, shall in any event be effective (i) without the written concurrence of Noteholder/s holding the Relevant Fraction, and (ii) if such amendment, modification, termination or waiver constitutes a Basic Terms modifications, without the written concurrence of each Noteholder. Any such amendment, modification, termination or waiver adopted as aforesaid shall be binding on the Noteholders and the Trustee shall cause such amendment, modification, termination or waiver to be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 13 (NOTICES). For the avoidance of doubt, the Placement Agreement may only be amended, modified, terminated or waived pursuant to its terms.

7. VOTING

7.1 INSTIGATION OF RELEVANT PROPOSAL

The Issuer and any Noteholder will be entitled by notice to the Trustee to propose or request:

7.1.1 any change or modification to the Notes or the other Issue Documents (other than the Placement Agreement);
7.1.2 the giving of any consent or waiver under or in respect of the Notes or the Issue Documents (other than the Placement Agreement); or
7.1.3 the taking of any Enforcement Action under the Notes or any of the other Issue Documents, declaring the Notes to be immediately due and payable as a result of an Event of Default or any other action in respect of any of the transactions contemplated by the Issue Documents.

Any such proposal or request will constitute a "RELEVANT PROPOSAL" and the Person serving such Relevant Proposal is referred to in this Trust Deed as the "PROPOSER".

7.2 CONTENT OF RELEVANT PROPOSAL

Each Relevant Proposal must be in writing, addressed to the Trustee, dated and contain reasonable detail of the proposal or request being made by the Proposer and the reasons for such proposal or request.

7.3 DIRECTIONS REQUEST

7.3.1 The Trustee will, promptly following receipt of notice of a Relevant Proposal, either (i) send a notice (such notice, a "DIRECTIONS REQUEST") in accordance with Section 14.3 below to all Noteholders, attaching a copy of the Relevant Proposal and requesting a vote in writing on the Relevant Proposal from such Noteholder no later than such date as shall be determined by the Trustee, but in no event later than 14 days following the receipt of the Relevant Proposal by the Trustee (the "VOTING DATE") for or against implementation of that Relevant Proposal, or (ii) promptly convene a meeting of the Noteholders; and

7.3.2 The Trustee shall take such action as directed by an Extraordinary Resolution or Written Resolution of the Noteholders duly passed in accordance with this Trust Deed in respect of such Relevant Proposal. Absent any Extraordinary Resolution or Written Resolution approving any Relevant Proposal, such Relevant Proposal shall be deemed to be denied.

7.4 AUTHORISATION OF RELEVANT PROPOSAL

Subject to Clause 11.2.2, the Trustee is duly authorised and must promptly implement the Relevant Proposal following the relevant Voting Date provided the Trustee has received votes in favour of the Relevant Proposal from Noteholder/s holding the Relevant Fraction; For the purpose of this Clause 7.4, in determining whether the Trustee has received votes from Noteholder/s holding the Relevant Fraction in favour of the Relevant Proposal, an Extraordinary Resolution or Written Resolution duly passed in accordance with Schedule 3 will constitute a vote in respect of the Notes.

7.5 COUNTING OF VOTES

As soon as the Trustee has received votes in favour of a Relevant Proposal from Noteholder/s holding the Relevant Fraction, no further votes will be counted by the Trustee or taken into account notwithstanding the fact that the Trustee has yet to receive votes from all Noteholders.

7.6 NOTIFICATION

The Trustee shall notify the Issuer and all Noteholders of the decision of the Noteholders on the Relevant Proposal promptly following the Voting Date or (if earlier) following the date on which the Trustee has received votes in favour of the Relevant Proposal from Noteholder/s holding the Relevant Fraction.

7.7 [RESERVED]

7.8 INSTRUCTIONS TO SECURITY TRUSTEE AND OTHERS

Notwithstanding any other provision of the Issue Documents (i) from and after the date the Shares pledged under the Debenture shall be registered in the name of the Security Trustee (subject to that stated in Section 3A.5. above), the Trustee shall not provide any instructions to the Security Trustee in connection with the Debenture, the Escrow Agreement or otherwise, unless the Trustee shall have received the prior approval of Noteholder/s holding the Relevant Fraction pursuant to an Extraordinary Resolution or a Written Resolution; (ii) upon the acceptance of an Extraordinary Resolution or a Written Resolution requiring the Trustee to instruct the Company and/or the Security Trustee and/or HSBC Bank plc (Tel-Aviv branch) to act in connection with the Debenture, the Escrow Agreement, the Letter of Irrevocable Instructions, the Issuer Account Agreement or otherwise, the Trustee shall promptly issue such instructions as required by the applicable Extraordinary Resolution or Written Resolution (and to the extent the Trustee fails to act accordingly within three Business Days, then Noteholder/s holding the Relevant Fraction shall be entitled to issue such instructions (without releasing the Trustee from any and all of its obligations to act upon the terms and conditions of this Trust Deed and other Issue Documents)); and (iii) the Trustee shall not provide its consent to release any funds deposited in the HSBC Account except if it shall have received the prior approval of Noteholder/s holding the Relevant Fraction pursuant to an Extraordinary Resolution or a Written Resolution.

8. ENFORCEMENT

8.1 LEGAL PROCEEDINGS

The Trustee may at any time, at its discretion and without further notice, or immediately at the request of Noteholder/s holding the Relevant Fraction pursuant to an Extraordinary Resolution or a Written Resolution, institute such proceedings against the Issuer as it or they may think fit to recover any amounts due in respect of the Notes which are unpaid or to enforce any of the rights under this Trust Deed and/or the other Issue Documents, including, without limitation, any and all actions upon the occurrence of a Default or an Event of Default, but it may elect not to take any such proceedings or actions unless it shall have been so directed by Noteholder/s holding the Relevant Fraction (it being clarified that the realisation of the Shares pledged under the Debenture shall be subject to the limitations set forth in Section 7 of the Debenture).

8.2 EVIDENCE OF DEFAULT

If the Trustee (or Noteholder/s holding the Relevant Fraction) makes any claim, institutes any legal proceeding or lodges any proof in a winding-up or insolvency of the Issuer under this Trust Deed or under the Notes or other Issue Documents, proof therein that: as regards any specified Note the Issuer has made default in paying any amount due in respect of such Note shall (unless the contrary be proved) be sufficient evidence that the Issuer has made the like default as regards all other Notes.

9. APPLICATION OF MONEYS

All moneys received in respect of the Notes or amounts payable under this Trust Deed or other Issue Documents will despite any appropriation of all or part of them by the Issuer be applied as follows:

9.1 first, in payment or satisfaction of the reasonable costs, expenses and Liabilities properly incurred by the Trustee (and any delegate thereof pursuant to Section 11.2.4 or Advisors) (including remuneration of the Trustee under Section 12 and unpaid amounts due to the Trustee pursuant to Section 12.1.6) and/or the Security Trustee (including in connection with the realization of the Security Interests under the Debenture and unpaid amounts due to the Security Trustee pursuant to the Escrow Agreement). Without derogating from the above, and for the avoidance of any doubt, the Issuer will not be responsible for the costs and expenses associated with preparation and execution of the Issue Documents (except as agreed between the Issuer and Trustee);
9.2 secondly, in or towards payment pari passu and rateably of all arrears of interest remaining unpaid in respect of the Notes; and
9.3 thirdly, in or towards payment pari passu and rateably of all principal moneys due on or in respect of the Notes.
1. REGISTER

10.1 MAINTENANCE OF THE REGISTER

The Trustee, in its capacity as Registrar, shall maintain in relation to the Notes a register (the "REGISTER"), which shall be kept at its Specified Office and be made available by the Registrar to the Noteholders, the Issuer and the Trustee for inspection and for the taking of copies or extracts therefrom at all reasonable times. The Register shall show the aggregate principal amount, serial numbers and dates of issue of Certificates, the names and addresses of the initial Noteholders thereof and the dates of all transfers to, and the names and addresses of, all subsequent Noteholders thereof, all cancellations of Certificates, all replacements of Certificates and details of the accounts of the Noteholders for the purposes of receiving payments under the Notes.

10.2 REGISTRATION OF TRANSFERS IN THE REGISTER

The Registrar shall receive requests for the transfer of Notes substantially in the form as set forth in Schedule 4 and otherwise in accordance with the terms and conditions set forth below herein and shall make the necessary entries in the Register.

Any Noteholder may at any time transfer its Note or Notes to any other Person by surrendering the Certificate or Certificates held by it to the Registrar and requesting in writing to affect a transfer. Within five Business Days upon such surrender for registration of transfer of any Note or Notes to the Registrar, the Registrar shall notify the Issuer in writing of each such requested transfer, and the Issuer shall, within five Business Days thereafter, execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount as set forth in this Trust Deed.

All Notes issued upon any registration of transfer of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Trust Deed, as the Notes surrendered upon such registration of transfer.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Trust Deed or under Applicable Law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Trust Deed, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Noteholders may not require transfers to be registered during the period of 7 days ending on the due date for any payment of principal or interest in respect of the Notes.

10.3 REPLACEMENT OF CERTIFICATES

10.3.1 Any Certificates may be replaced by delivery of a Replacement Request in accordance with Section 10.3.2. upon payment by the relevant Noteholder of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Trustee and Issuer may reasonably require. Certificates must be surrendered before replacements will be issued, except for Certificates which are lost or destroyed.
10.3.2 Any Replacement Request shall be delivered in writing to the Trustee together with the Certificates representing the registered holding of the relevant Noteholder (except for Certificates which are lost or destroyed), and the Trustee shall deliver such Replacement Request together with the surrendered Certificates to the Issuer within 3 Business Days from receipt of any such Replacement Request. The Issuer shall, within 3 Business Days following receipt of any such Replacement Request and surrendered Certificates from the Trustee, (a) destroy the surrendered Certificates and (b) issue replacement Certificates and deliver them to the Trustee as set forth in the Replacement Request. The Trustee shall promptly deliver such replacement Certificates to the relevant Noteholder.

10.4 CANCELLATION OF NOTES.

All Notes surrendered for the purpose of registration of transfer shall be surrendered to the Registrar and promptly cancelled by it upon prior written notice to the Issuer and the Trustee, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Trust Deed. The Registrar shall dispose of such cancelled Notes in accordance with its customary procedures.

11. TERMS OF APPOINTMENT

It is expressly declared as follows:

11.1 RELIANCE ON INFORMATION

11.1.1 ADVICE: the Trustee may in relation to this Trust Deed invite at its discretion an opinion or advice and act on the opinion or advice of or a certificate or any information obtained from any reputable lawyer, banker, valuer, surveyor, broker, auditor auctioneer, accountant or other expert (collectively, the "ADVISORS") (whether obtained by the Trustee, by any Noteholder or by the Issuer) and which advice or opinion may be provided on such terms (including as to limitations on liability) as the Trustee may consider in its sole discretion to be consistent with prevailing market practice with regard to advice or opinions of that nature and shall not be responsible for any Liability occasioned by so acting; any such opinion, advice, certificate or information may be sent or obtained by letter, email or facsimile transmission and the Trustee shall not be liable for acting on any opinion, advice, certificate or information purporting to be so conveyed although the same shall contain some error or shall not be authentic except in the case of wilful misconduct or gross negligence;

11.1.2 RESOLUTION OR DIRECTION OF NOTEHOLDERS: the Trustee shall not be responsible for acting upon any resolution purporting to be a Written Resolution or to have been passed at any meeting of the Noteholders in respect whereof minutes have been made and signed or a direction of a specified percentage of Noteholders, even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or the making of the directions or that for any reason the resolution purporting to be a Written Resolution or to have been passed at any Meeting or the making of the directions was not valid or binding upon the Noteholders;
11.1.3 NOTEHOLDERS AS A CLASS: whenever in this Trust Deed the Trustee is required in connection with any exercise of its powers, trusts, authorities or discretions to have regard to the interests of the Noteholders, it shall have regard to the interests of the Noteholders as a class and in particular, but without prejudice to the generality of the foregoing, shall not be obliged to have regard to the consequences of such exercise for any individual Noteholder resulting from his or its being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory;
11.1.4 TRUSTEE NOT RESPONSIBLE FOR INVESTIGATIONS: the Trustee shall not be responsible for, or for investigating any matter which is the subject of, any recital, statement, representation, warranty or covenant of any Person contained in this Trust Deed, the Notes, or any other agreement or document relating to the transactions herein or therein contemplated or for the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence thereof;
11.1.5 NO OBLIGATION TO MONITOR: the Trustee shall be under no obligation to monitor or supervise the functions of any other Person under the Notes or any other agreement or document relating to the transactions herein or therein contemplated and shall be entitled, in the absence of actual knowledge of a breach of obligation, to assume that each such Person is properly performing and complying with its obligations; and

11.1.6 EVENTS OF DEFAULT: the Trustee shall not be bound to give notice to any Person of the execution of this Trust Deed or to take any steps to ascertain whether any Default or Event of Default has happened and, until it shall have actual knowledge or express notice to the contrary, the Trustee shall be entitled to assume that no such Default or Event of Default has happened and that the Issuer is observing and performing all the obligations on its part contained in the Notes and under this Trust Deed and no event has happened as a consequence of which any of the Notes may become repayable.

11.2 TRUSTEE'S AND NOTEHOLDERS' POWERS AND DUTIES

11.2.1 DEFAULT DETERMINATION: Pursuant to an Extraordinary Resolution or Written Resolution, the Noteholders may determine whether or not a default in the performance by the Issuer of any obligation under the provisions of this Trust Deed or contained in the Notes or the other Issue Documents (including, without limitation, one constituting a Default or an Event of Default) has occurred, and if one is determined to have occurred, whether it is capable of remedy;
11.2.2 TRUSTEE'S CONSENT: any consent given by the Trustee for the purposes of this Trust Deed may be given (to the extent allowed under this Trust Deed) on such terms and subject to such conditions (if any) as the Trustee may reasonably require;
11.2.3 ERROR OF JUDGMENT: the Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Trustee assigned by the Trustee to administer its corporate trust matters (it being clarified that the foregoing does not derogate from the right of the Trustee to retain and rely on the advice of Advisors upon and subject to the provisions of Section 11.1.1 above);
11.2.4 DELEGATION: the Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by this Trust Deed, act by any employees or responsible officers or a responsible officer for the time being of the Trustee; PROVIDED that the Trustee shall remain at all times responsible for such action;
11.2.5 MOTION FOR INSTRUCTIONS: the Trustee may, if it reasonably determines that it is unable to perform its duties pursuant to this Trust Deed and other Issue Documents without court instruction or if a controversy arises between the Issuer, the Noteholders and/or Trustee, institute such motion for instructions or other similar proceedings, in any competent court in the State of Israel as the Trustee may reasonably deem proper, and in following such court instruction, the Trustee shall not be liable if it acted pursuant to the instructions of such court.
11.2.6 DELAY OF ACTION: the Trustee may delay any action required by it to be performed pursuant to this Trust Deed and other Issue Documents for the purpose of receiving instructions from the Noteholders and/or instituting a motion for instructions as set forth in Section 11.2.5 above, and it shall not be required to act until such time as instructed by the Noteholder/s and/or competent court, as applicable, except that the Trustee may not delay any action concerning a Default, an Event of Default, acceleration of amounts and realization of any Security Interest under the Debenture (including, without limitation, cancellation of the Proxy and/or the Instructions Letter and/or giving instructions pursuant to the Letter of Irrevocable Instructions and/or the Issuer Account Agreement) if instructed to act by Noteholder/s holding the Relevant Fraction pursuant to an Extraordinary Resolution or a Written Resolution.
11.2.7 The Trustee shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Trust Deed or any documents or papers deposited or called for thereunder and it may rely upon the genuineness and authorization of the signature and purported signature of any party and upon any instruction, notice, release, receipt or other document delivered to it pursuant to this Trust Deed and other Issue Documents.

11.3 EXPENDITURE BY THE TRUSTEE

Nothing contained in this Trust Deed shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

11.4 TRUSTEE LIABILITY

Notwithstanding anything to the contrary in this Trust Deed or the Notes, the Trustee its delegates and Advisors shall not be liable to any Person for any matter or thing done or omitted in any way in connection with or in relation to this Trust Deed or the Notes save in relation to its own gross negligence, wilful misconduct or wilful default or fraud. The Trustee shall have no fiduciary duty in favour of the Issuer.

12. COSTS AND EXPENSES; INDEMNITY

12.1 REMUNERATION:

12.1.1 NORMAL REMUNERATION: The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of this Trust Deed in accordance with the letter of agreement dated September 16, 2009. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders) up to and including the date when the Trustee shall cease to act as Trustee hereunder;
12.1.2 EXTRA REMUNERATION: In the event of the occurrence of an Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuer to undertake duties which the Trustee determines to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Trust Deed, the Issuer shall pay to the Trustee such additional remuneration on an hourly basis invested by the Trustee (with the hourly rates as set forth in the letter agreement dated September 16, 2009);
12.1.3 VALUE ADDED TAX: The Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax in respect of its remuneration under this Trust Deed, if applicable, against receipt of a proper invoice issued by the Trustee;
12.1.4 FAILURE TO AGREE: In the event of the Trustee and the Issuer failing to agree:
(a) (in a case to which sub-clause 12.1.1 applies) upon the amount of the remuneration; or
(b) (in a case to which sub-clause 12.1.2 applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Trust Deed, or upon such additional remuneration;

such matters shall be determined by the Chairperson of the Israeli Bar Association (or any reputable attorney appointed by him) and such determination shall be final and binding upon the Trustee and the Issuer;

12.1.5 EXPENSES: The Issuer shall also pay or discharge all costs, charges and expenses properly incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, this Trust Deed, including but not limited to legal and travelling expenses and any issue, registration, documentary and other taxes or duties paid by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, this Trust Deed and the other Issue Documents for which the Trustee has provided copies of the relevant invoices to the Issuer;
12.1.6 INDEMNITY: The Issuer undertakes to indemnify the Trustee and hold the Trustee harmless (a) in respect of all Liabilities properly incurred by it or by any other Person (including delegates and Advisors) duly appointed by it to whom any trust, power, authority or discretion may be delegated by it in the execution or purported execution of the trusts, powers, authorities or discretions vested in it by this Trust Deed and other Issue Documents and (b) against all Liabilities, actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted in any way relating to this Trust Deed and other Issue Documents, PROVIDED THAT it is expressly stated that Clause 11.4 (TRUSTEE LIABILITY) shall apply in relation to these provisions and the Issuer shall not be liable to indemnify any Person for its own gross negligence, wilful misconduct or wilful default or fraud.

Additionally, to the extent that: (x) the Issuer shall become insolvent and the Trustee will be instructed by the Noteholder/s to take any action which may, in the reasonable opinion of the Trustee, cause the Trustee to incur Liabilities that would otherwise be indemnifiable by the Issuer, then the Trustee will not be obliged to comply with such instructions unless it has been first indemnified and/or secured to its reasonable satisfaction against such Liabilities; and (y) the Trustee will be instructed by the Noteholder/s to take any action to realise the Security Interest under the Debenture or to take any other legal action to enforce any of the rights and privileges of the Noteholders under the Issue Documents, then if the Issuer shall not promptly indemnify the Trustee in accordance with the provisions of this Section 12.1.6 above, the Trustee will not be obliged to comply with such instructions unless it has been first indemnified and/or secured to its reasonable satisfaction against all Liabilities (except the remuneration to which the Trustee shall be entitled pursuant to Section 12.1.1 above (which if not paid by the Issuer shall be repaid upon collection of amounts from realising the Shares pledged under the Debenture in the order of preferences set forth in Section 9)). The above will not be construed as releasing the Issuer from its obligation to indemnify the Trustee as set forth above. In addition, to the extent that the Noteholders (or any of them) shall have indemnified the Trustee, the Issuer shall be obliged to reimburse the Noteholders (or any of them) upon first demand for any and all amounts advanced by them.

12.1.7 PAYMENT OF AMOUNTS DUE: All amounts due and payable pursuant to sub-clauses 12.1.5 (EXPENSES) and 12.1.6 (INDEMNITY) shall be payable by the Issuer on the date specified in a demand by the Trustee, but in any event not earlier than seven Business Days from the receipt of such demand.

12.2 OTHER TAXES AND DUTIES

The Issuer will pay all reasonable costs and expenses and all registration taxes, capital duties and other similar duties or taxes (if any) payable in the State of Israel in connection with (a) the registration of the Notes for trading on TACT, (b) the constitution and issue of the Notes, and (c) the initial delivery of the Notes. In addition, the Issuer will pay all reasonable costs and expenses in connection with any action taken by the Trustee (or any Noteholder/s holding the Relevant Fraction) or the Security Trustee to enforce the provisions of the Notes and/or any other Issue Document (including those associated with realisation of the Security Interests created pursuant to the Debenture).

12.3 INDEMNITIES SEPARATE

The indemnities in this Trust Deed constitute separate and independent obligations from the other obligations in this Trust Deed, will give rise to separate and independent causes of action, will apply irrespective of any indulgence granted by the Trustee and/or any Noteholder and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Trust Deed or the Notes or any other judgment or order; PROVIDED that such judgement, order, claim or proof for a liquidated amount does not nullify or contrast any such indemnity.

13. APPOINTMENT AND RETIREMENT

13.1 APPOINTMENT OF TRUSTEES

No Person shall be appointed as Trustee who shall not previously have been approved by an Extraordinary Resolution. Any appointment of a new trustee hereof shall as soon as practicable thereafter be notified by the Issuer to the Noteholders in accordance with Section 13 of the Conditions. The Noteholder/s shall together have the power, exercisable by way of an Extraordinary Resolution or Written Resolution, to remove any Trustee, and such removal shall only become effective after an alternate trustee shall have been appointed. The Issuer shall not have the power to remove any Trustee.

13.2 RETIREMENT OF TRUSTEES

Any Trustee for the time being of this Trust Deed may retire at any time upon giving not less than three calendar months' notice in writing to the Issuer without assigning any reason therefor and without being responsible for any costs occasioned by such retirement, provided that the retirement of any Trustee shall become effective only after an alternate trustee shall have been appointed and proper notices of such replacement were given to and acknowledged by the Company (in relation to the Letter of Irrevocable Instructions) and HSBC Bank plc (Tel-Aviv branch) (in relation to the Issuer Account Agreement). The Issuer hereby covenants that in the event of the trustee hereof giving notice under this Clause it shall use its best endeavours to procure a new trustee to be appointed (subject to approval by way of an Extraordinary Resolution or a Written Resolution) and if the Issuer has not procured the appointment of a new trustee within 30 days of the expiry of the Trustee notice referred to in this Clause 13.2, the Trustee shall be entitled to procure forthwith a new trustee subject to consent by an Extraordinary Resolution or a Written Resolution.

13.3 POWERS ADDITIONAL

The powers conferred by this Trust Deed upon the Trustee shall be in addition to any powers which may from time to time be vested in it by Applicable Law.

14. NOTICES

14.1 ADDRESSES FOR NOTICES

All notices and other communications hereunder shall be made in writing and in English (by letter or fax) and shall be sent as follows:

14.1.1 ISSUER: If to the Issuer, to it at:

Scailex Corporation Ltd. 48 Ben Zion Galis St, Segula Industrial Park, Petach Tikva, Israel 49277 Facsimile: +972 3 930 0424 Attn.: CEO

14.1.2 Trustee: if to the Trustee, to it at:

Hermetic Trust (1975) Ltd. 113 Hayarkon Street Tel-Aviv, Israel Fax: +972-3-5271736

Attn.: The Chairman of the Board and the Joint CEO

14.2 EFFECTIVENESS

Every notice or other communication sent in accordance with Clause 14.1 (ADDRESSES FOR NOTICES) delivered in person or by courier service shall be deemed to have been given upon delivery, those given by facsimile transmission shall be deemed given on the Business Day following transmission with confirmed answer back, and all notices and other communications sent by registered mail (or air mail if the posting is international) shall be deemed given five (5) Business Days after posting. All notices shall be made in English.

14.3 NOTICES TO NOTEHOLDERS

Every notice or other communications to the Noteholders shall be made in accordance with Section 13 of the Conditions.

15. LAW AND JURISDICTION

15.1 GOVERNING LAW

This Trust Deed, the Notes and all matters arising from or connected with it are governed by, and shall be construed in accordance with, the laws of the State of Israel, without regard to conflict of laws principles thereof.

15.2 ISRAELI COURTS

The competent courts of Tel Aviv - Jaffa have exclusive jurisdiction to settle any dispute (a "DISPUTE"), arising from or connected with this Trust Deed or the Notes.

16. SEVERABILITY

In case any provision in or obligation under this Trust Deed shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

17. COUNTERPARTS

This Trust Deed may be executed in any number of counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF this Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first before written.

FORM OF CERTIFICATE

Serial Number:.........

SCAILEX CORPORATION LTD. (INCORPORATED WITH LIMITED LIABILITY UNDER THE LAWS OF THE STATE OF ISRAEL)

US$[o] FIXED RATE SECURED BULLET NOTES DUE APRIL 27, 2014

This Certificate is issued in respect of the US$[o] Fixed Rate Secured Bullet Notes due April 27, 2014 (the "NOTES") of Scailex Corporation Ltd. (the "ISSUER"). The Notes are constituted by, are subject to, and have the benefit of, a trust deed (as amended or supplemented from time to time, the "TRUST DEED") dated October 28, 2009 between the Issuer and Hermetic Trust (1975) Ltd. (the "TRUSTEE", which expression includes all Persons being appointed trustee or trustees under the Trust Deed).

Any reference herein to the "CONDITIONS" is to the terms and conditions of the Notes endorsed hereon and any reference to a numbered "CONDITION" is to the correspondingly numbered provision thereof.

	This is to certify that:

		of

is the Person registered in the register maintained by the Registrar in relation to the Notes (the "REGISTER") as the duly registered holder or, if more than one Person is so registered, the first-named of such Persons (the "HOLDER") of:

US$[o]100,000 ([o] US DOLLARS)

in aggregate principal amount of the Notes.

The Issuer, for value received, hereby promises to pay such principal sum to the Holder on April 27, 2014, and in the amounts specified in the Conditions or on such earlier date or dates as the same may become payable in accordance with the Conditions, and to pay interest on the unpaid balance of such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions and the other Issue Documents, all subject to and in accordance with the Conditions and the other Issue Documents.

This Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Certificate.

This Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of the Trustee as registrar.

AS WITNESS the manual or facsimile signature of a duly authorised Person on behalf of the Issuer.

SCAILEX CORPORATION LTD.

By: _________________________________ [MANUAL OR FACSIMILE SIGNATURE] (DULY AUTHORISED) ISSUED as of October 28, 2009

AUTHENTICATED for and on behalf of

[_] as registrar without recourse, warranty or liability

By: _________________________________ [MANUAL SIGNATURE] (DULY AUTHORISED)

SCHEDULE 2

TERMS AND CONDITIONS OF THE NOTES

[To be included]

PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1. DEFINITIONS

In this Trust Deed and the Conditions, the following expressions have the following meanings:

"BASIC TERMS MODIFICATION" means any proposal:

(a) to extend any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes or to alter the method of calculating the amount of any payment in respect of the Notes on redemption or maturity or the date for any such payment;
(b) to effect the exchange, conversion or substitution of the Notes for, or the conversion of the Notes into, shares, bonds or other obligations or securities of the Issuer or any other Person or body corporate formed or to be formed (subject to any Applicable Law);
(c) to change the currency in which amounts due in respect of the Notes are payable;
(d) to change the quorum required at any Meeting or the majority required to pass an Extraordinary Resolution; or
(e) to amend this definition;
"CHAIRMAN" means, in relation to any Meeting, the individual who takes the chair in accordance with paragraph 7 (CHAIRMAN);
"EXTRAORDINARY RESOLUTION" shall have the meaning assigned to such term in the Trust Deed;
"FORM OF PROXY" means, in relation to any Meeting, a document in the English or Hebrew language (at the discretion of each Noteholder) available from the Registrar signed by a Noteholder or, in the case of a corporation, executed under its seal or signed on its behalf by a duly authorised officer and delivered to the Registrar not later than 48 hours before the time fixed for such Meeting, appointing a named individual or individuals to vote in respect of the Notes held by such Noteholder;
"MEETING" means a meeting of Noteholders (whether originally convened or resumed following an adjournment);
"PROXY" means, in relation to any Meeting, a Person appointed to vote under a Form of Proxy other than any such Person whose appointment has been revoked and in relation to whom the Registrar has been notified in writing of such revocation by the time which is 48 hours before the time fixed for such Meeting.

"RELEVANT FRACTION" means (i) 66.7% of the Principal Amount Outstanding; and (ii) if such resolution is required pursuant to Section 4(e) (MERGER) of the Conditions, 75% of the Principal Amount Outstanding;

"VOTER" means, in relation to any Meeting, a Proxy or (subject to paragraph 3 (RECORD DATE)) a Noteholder;

"WRITTEN RESOLUTION" means a resolution in writing signed by or on behalf of (i) holders of more than two thirds of the Notes for the time being outstanding, (ii) if such resolution relates to any Basic Terms Modification, holders of all Notes outstanding and (iii) if such resolution is required pursuant to Section 4(e) (MERGER) of the Conditions, 75% of the Principal Amount Outstanding;

in each case, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such holders of the Notes.

2. FORMS OF PROXY

The holder of a Note may obtain an uncompleted and unexecuted Form of Proxy from the Registrar.

3. RECORD DATE

The Trustee may fix a record date for the purposes of any Meeting or any resumption thereof following its adjournment for want of a quorum provided that such record date is not more than 10 days prior to the time fixed for such Meeting or (as the case may be) its resumption. The Person in whose name a Note is registered in the Register on the record date at close of business on such date shall be deemed to be the holder of such Note for the purposes of such Meeting and notwithstanding any subsequent transfer of such Note or entries in the Register.

4. CONVENING OF MEETING

The Issuer or the Trustee may convene a Meeting at any time, and the Trustee shall be obliged to do so subject to its being indemnified and/or secured to its satisfaction upon the request in writing of Noteholders holding not less than one tenth of the aggregate principal amount of the outstanding Notes. Every Meeting shall be held on a date, and at a time and place, approved by the Trustee.

5. NOTICE

At least 10 days' notice (exclusive of the day on which the notice is given and of the day on which the relevant Meeting is to be held) specifying the date, time and place of the Meeting shall be given to the Noteholders and the Registrar (with a copy to the Issuer) where the Meeting is convened by the Trustee or, where the Meeting is convened by the Issuer. At least five days' notice (exclusive of the day on which the notice is given and of the day on which the relevant Meeting is to be held) specifying the date, time and place of the Meeting shall be given to the Noteholders and the Registrar (with a copy to the Issuer and the Trustee) where the Meeting is convened by Noteholder/s. The notice shall set out the full text of any resolutions to be proposed unless the Trustee agrees that the notice shall instead specify the nature of the resolutions without including the full text and shall state that a Noteholder may appoint a Proxy by executing and delivering a Form of Proxy to the Specified Office of the Registrar, in either case until 48 hours before the time fixed for the Meeting.

6. CHAIRMAN

An individual (who may, but need not, be a Noteholder) nominated in writing by the Trustee may take the chair at any Meeting but, if no such nomination is made or if the individual nominated is not present within 15 minutes after the time fixed for the Meeting, those present shall elect one of themselves to take the chair. The Chairman of an adjourned Meeting need not be the same Person as was the Chairman of the original Meeting.

7. QUORUM

The quorum at any Meeting (including at any adjourned Meeting) shall be at least one Noteholder representing or holding not less than (i) the Relevant Fraction and (ii) if such Meeting relates to any Basic Terms Modification, 100% of the Principal Amount Outstanding.

8. ADJOURNMENT FOR WANT OF QUORUM

If within 15 minutes after the time fixed for any Meeting a quorum is not present, then:

(a) in the case of a Meeting requested by Noteholders, it shall be dissolved; and
(b) in the case of any other Meeting (unless the Issuer and the Trustee otherwise agree), it shall be adjourned for such period (which shall be not less than 14 days and not more than 42 days) and to such place as the Chairman determines (with the approval of the Trustee); PROVIDED, HOWEVER, THAT:
(i) the Meeting shall be dissolved if the Issuer and the Trustee together so decide; and
(ii) no Meeting may be adjourned more than once for want of a quorum.

9. ADJOURNED MEETING

The Chairman may, with the consent of, and shall if directed by, a Relevant Fraction at any Meeting adjourn such Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place.

10. NOTICE FOLLOWING ADJOURNMENT

Paragraph 5 (NOTICE) shall apply to any Meeting which is to be resumed after adjournment for want of a quorum save that:

(a) 10 days' notice (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) shall be sufficient; and
(b) the notice shall specifically set out the quorum requirements which will apply when the Meeting resumes.

It shall not be necessary to give notice of the resumption of a Meeting which has been adjourned for any other reason.

11. PARTICIPATION

The following may attend and speak at a Meeting:

(a) Voters;
(b) representatives of the Issuer and the Trustee;
(c) the Registrar; and
(d) any other Person approved by the Meeting or the Trustee.

12. SHOW OF HANDS

Every question submitted to a Meeting shall be decided in the first instance by a show of hands. Unless a poll is validly demanded before or at the time that the result is declared, the Chairman's declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of votes cast for, or against, the resolution. Where there is only one Voter, this paragraph shall not apply and the resolution will immediately be decided by means of a poll.

13. POLL

A demand for a poll shall be valid if it is made by the Chairman, the Issuer, the Trustee or one or more Voters representing or holding not less than one fiftieth of the aggregate principal amount of the outstanding Notes. The poll may be taken immediately or after such adjournment as the Chairman directs, but any poll demanded on the election of the Chairman or on any question of adjournment shall be taken at the Meeting without adjournment. A valid demand for a poll shall not prevent the continuation of the relevant Meeting for any other business as the Chairman directs.

14. VOTES

Every Voter shall have:

(a) on a show of hands, one vote in respect of each US$100,000 in aggregate face amount of the outstanding Note(s) represented or held by him; and
(b) on a poll, one vote in respect of each US$100,000 in aggregate face amount of the outstanding Note(s) represented or held by him.

In the case of a voting tie the Chairman shall not have a casting vote and the resolution shall be deemed to be rejected.

15. VALIDITY OF VOTES BY PROXIES

Any vote by a Proxy in accordance with the relevant Form of Proxy shall be valid even if such Form of Proxy or any instruction pursuant to which it was given has been amended or revoked, provided that the Registrar has not been notified in writing of such amendment or revocation by the time which is 48 hours before the time fixed for the relevant Meeting.

16. POWERS

A Meeting shall have power (exercisable only by Extraordinary Resolution), without prejudice to any other powers conferred on it or any other Person:

(a) to approve any Basic Terms Modification;
(b) to approve any proposal by the Issuer for any modification, abrogation, variation or compromise of any provisions of this Trust Deed or the Conditions or other Issue Documents (other than the Placement Agreement) or any arrangement in respect of the obligations of the Issuer under or in respect of the Notes;
(c) to waive any breach or authorise any proposed breach by the Issuer of its obligations under or in respect of this Trust Deed or the Notes or the other Issue Document or any act or omission which might otherwise constitute an Event of Default or an Acceleration Event under the Notes;
(d) to remove any Trustee;
(e) to approve the appointment of a new Trustee;
(f) to authorise the Trustee or any other Person to execute all documents and do all things necessary to give effect to any Extraordinary Resolution;
(g) to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed or the Notes;
(h) to give any other authorisation or approval which under this Trust Deed or the Notes or the other Issue Documents is required to be given by Extraordinary Resolution or Written Resolution; and
(i) to appoint any Persons as a committee to represent the interests of the Noteholders and to confer upon such committee any powers which the Noteholders could themselves exercise by Extraordinary Resolution or Written Resolution.

17. EXTRAORDINARY RESOLUTION BINDS ALL HOLDERS

Each of an Extraordinary Resolution shall be binding upon all Noteholders, whether or not present at such Meeting, and each of the Noteholders shall be bound to give effect to it accordingly. Notice of the result of every vote on an Extraordinary Resolution shall be given by the Trustee to the Noteholders as set forth in Section 14.3 of the Trust Deed (with a copy to the Issuer) within 7 days of the conclusion of the Meeting.

18. MINUTES

Minutes of all resolutions and proceedings at each Meeting shall be made. The Chairman shall sign the minutes, which shall be PRIMA FACIE evidence of the proceedings recorded therein. Unless and until the contrary is proved, every such Meeting in respect of the proceedings of which minutes have been summarised and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

19. WRITTEN RESOLUTION

A Written Resolution in respect of an Extraordinary Resolution shall take effect as if it were an Extraordinary Resolution.

20. FURTHER REGULATIONS

Subject to all other provisions contained in this Trust Deed, the Trustee may without the consent of the Issuer or the Noteholders prescribe such further reasonable regulations regarding the holding of Meetings of Noteholders and attendance and voting at them as the Trustee may in its reasonable discretion determine.

FORM OF TRANSFER

	FOR VALUE RECEIVED, being
	the registered holder of this Certificate, hereby transfers to

	of

	US$[o] in principal amount of the Fixed Rate Secured Bullet Notes due April 27,2014 (the "NOTES") of Scailex Corporation Ltd. (the "ISSUER") and irrevocablyrequests and authorises the Trustee, in its capacity as registrar in relation tothe Notes to effect the relevant transfer by means of appropriate entries in theregister kept by it.
	Dated:
By:	(DULY AUTHORISED)

NOTES

The name of the Person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Certificate.

(a) A representative of such registered holder should state the capacity in which he signs.
(b) Any transfer of Notes shall be in an amount not less than US$100,000.

FORM OF LEGAL OPINION

FORM OF OFFICER'S CERTIFICATE

[LETTERHEAD OF ISSUER]

Hermetic Trust (1975) Ltd. 113 Hayarkon Street Tel-Aviv, Israel Fax: +972-3-5271736

Attn.: The Chairman of the Board and the Joint CEO

Date: __________

Dear Sirs,

SCAILEX CORPORATION LTD.

US$300,000,000 FIXED RATE SECURED BULLET NOTES DUE APRIL 27, 2014

The undersigned, being the Chief Executive Officer of Scailex Corporation Ltd. (the "ISSUER"), hereby refers to the Trust Deed dated October 28, 2009 (the "TRUST DEED") in respect of the issue of US$300,000,000 Fixed Rate Secured Bullet Notes due April 27, 2014 (the "NOTES"). Expressions which are given defined meanings in the Trust Deed have the same meanings herein.

As required by Clause 3A of the Trust Deed, I hereby certify on behalf of the Issuer that, as of the date hereof:

This Trust Deed and the other Issue Documents, and the undertakings and performance by the Issuer of the obligations expressed to be assumed by it under the Issue Documents, including the creation and perfection of the Security Interests created under the Debenture, do not conflict with or shall result in a breach or default under (i) to the best of my knowledge, the laws of the State of Israel as are currently in effect, (ii) any order, decree, or judgement of any court or any governmental entity to which the Issuer is subject, (iii) the organizational documents of the Issuer as are currently in effect, or (iv) any license, agreement or undertaking of the Issuer or to which the Issuer is a party.

Yours faithfully,

Filename: exhibit_23.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 23

TERMS AND CONDITIONS OF THE NOTES

US$300,000,000 Fixed Rate Secured Bullet Notes due April 27, 2014 (the "NOTES"), of Scailex Corporation Ltd. ("ISSUER") are constituted by, are subject to, and have the benefit of, a trust deed dated October 28, 2009 (as amended or supplemented from time to time, the "TRUST DEED") between Issuer and Hermetic Trust (1975) Ltd. (the "TRUSTEE", which expression includes all Persons being trustee or trustees appointed under the Trust Deed).

The Noteholders (as defined below) are bound by, and are deemed to have notice of, all the provisions of the Trust Deed applicable to them. Copies of the Trust Deed are available for inspection by Noteholders during normal business hours at the registered office for the time being of the Trustee, being at the date hereof 113 Hayarkon Street, Tel-Aviv, Israel (which, subject to change by notice to the Noteholders and Issuer after the Purchase Date, is the Specified Office of the Trustee (including in its capacity as Registrar).

1. DEFINITIONS

"APPLICABLE LAW" means all laws, rules and regulations of the State of Israel applicable to the Issuer and/or the Company and their Subsidiaries, the Licences, all regulations, binding resolutions of competent authorities and orders promulgated under any of the foregoing and any replacements to or amendments of any of the foregoing including, without limitations, with respect to the TACT (as defined below) and the Israeli Ministry of Communications.
"AUTHORISATION" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
"BUSINESS DAY" means any day on which banks are open for business in the State of Israel and New York City.
"CHANGE OF CONTROL" means, at any time, (i) Issuer shall cease to beneficially own at least 30% of the economic and voting interests in the Company; (ii) the Issuer shall cease to have the ability to appoint the majority of the members of the Board of Directors of the Company (excluding external directors); or (iii) Mr. Ilan Ben Dov shall cease to beneficially own and Control directly or indirectly the Issuer.
"COMPANIES LAW" means the Israeli Companies Law 1999, as amended from time to time.
"COMPANY" means Partner Communications Company Ltd., Registration Number 520044314.
"CONTROL" means the ability to direct the business of a corporation. The holding of more than 50 per cent. of the voting rights or the ability to appoint the majority of the members of the Board of Directors of such corporation shall each be a conclusive evidence to the existence of Control.
"DEBENTURE" shall have the meaning assigned to such term in the Placement Agreement.
"DEFAULT" means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.
"DISTRIBUTION" shall have the meaning assigned to the term in the Companies Law.
"ESCROW AGREEMENT" means that certain escrow agreement by and between the Trustee, the Issuer and the Security Trustee in the form attached as SCHEDULE A to be executed by such parties as set forth in Section 4(o) (POST CLOSING COVENANT), as may be amended, supplemented or otherwise modified from time to time.
"EVENT OF DEFAULT" means any one of the circumstances described in Condition 10 (EVENT OF DEFAULT).
"FIXED CHARGE" means a fixed charge and an assignment by way of charge created under Israeli law that attaches to the assets covered thereby when the charge documentation is executed and filed with the appropriate authorities in the State of Israel.
"INDEBTEDNESS" means any indebtedness of any Person for money borrowed or raised including (without limitation) any indebtedness for or in respect of:
(a) moneys borrowed and debit balances at banks or other financial institutions;
(b) amounts raised by acceptance under any acceptance credit facility;
(c) amounts raised under any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d) the amount of any liability in respect of leases or hire purchase contracts which would, in accordance with applicable law and generally accepted accounting principles, be treated as finance or capital leases;
(e) any counter indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or a financial institution;
(f) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) or are otherwise classified as borrowings under the accounting principles as applicable to the Issuer;
(g) the amount of any undisputed liability in respect of any purchase price for assets or services the payment of which is deferred for a period in excess of 180 days;
(h) amounts raised under any other transaction (including, without limitation, any forward sale or purchase agreement) having the commercial effect of a borrowing;
(i) any derivative transaction entered into in connection with the protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account); and
(j) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (i) above.
"INTERESTED PARTY" shall have the meaning assigned to the term in the Israeli Securities Law 1968, as amended from time to time.
"INVESTOR" shall have the meaning assigned to such term in the Placement Agreement.
"ISSUE DOCUMENTS" the Placement Agreement, the Trust Deed, the Debenture, the Issuer Account Agreement, the Escrow Agreement (PROVIDED that the Escrow Agreement shall only become an Issue Document from and after the date upon which it will be executed by the parties thereto) and the Notes, including any Schedules, Annexes and Exhibits thereto, as may be amended, supplemented or otherwise modified from time to time.
"ISSUER" means Scailex Corporation Ltd., Registration Number 52-003180-8.
"ISSUER ACCOUNT AGREEMENT" means that certain issuer account agreement dated as of October 28, 2009 by and between the Issuer, the Trustee and HSBC Bank plc, as may be amended, supplemented or otherwise modified from time to time.
"LICENCES" means the licences held or required to be held by the Company or any Subsidiary thereof for the purposes of any communication businesses including, without limitations, the licence dated 7 April, 1998 (and terminating on 1 February 2022) granted to the Company by the Ministry of Communications for providing mobile radio telephone services using the cellular method, as has been, and in the future may be, amended from time to time.

"MATERIAL ADVERSE EFFECT" means any event, occurrence or development having a material adverse effect on: (a) the business, financial condition or results of operations of the Company or the Issuer; (b) the ability of the Issuer to perform its obligations under the Notes or the other Issue Documents; (c) the validity or enforceability of, or the effectiveness or ranking of the Debenture or the rights or remedies of the Trustee or the Noteholders under any of the other Issue Documents; or (d) the Issuer as a result of any relevant change of law, regulation, licence, permit, approval, or other regulatory matter that could affect the ability to perform its obligations under the Notes or the other Issue Documents; PROVIDED, HOWEVER, that an adverse effect on the business of the Company or the Issuer pursuant to clause (a) above that results from any one or more of the following shall not constitute a "Material Adverse Effect" and shall not be considered in determining whether a "Material Adverse Effect" has occurred: (i) changes in political conditions in general; or (ii) any natural disaster or any acts in the State of Israel of massive military action or war (whether or not declared), and other acts of hostility of similar nature and magnitude, whether or not occurring or commenced before or after the date hereof.

"PERSON" means any individual, company, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organisation or government or any agency or political subdivision thereof.

"PLACEMENT AGREEMENT" means the placement agreement entered into by the Investor and the Issuer on or about October 28, 2009 as may be amended, supplemented or otherwise modified from time to time.

"PURCHASE DATE" means, the Closing Date as defined in the SPA.

"SECURITY INTEREST" means any mortgage, charge, pledge, lien or other security interest securing any obligation of any Person or any other agreement or arrangement having a similar effect.

"SECURITY TRUSTEE" shall have the meaning assigned to such term in the Trust Deed.

"SHARES" means ordinary shares of the Company with par value of NIS 0.01 each.

"SUBSIDIARY" shall have the meaning assigned to such term in the Placement Agreement.

ADDITIONAL DEFINITIONS. Any capitalized terms herein not otherwise defined shall have the meaning assigned thereto in the other Issue Documents or, if such terms are not defined in any other Issue Document, they shall have the meaning assigned thereto in the SPA, in each case unless the context otherwise requires.

2. FORM, DENOMINATION AND STATUS

(a) FORM AND DENOMINATION: The Notes are in registered form in the minimum denominations of US$100,000.
(b) STATUS OF THE NOTES: The Notes constitute direct, general and unconditional obligations of the Issuer which will at all times rank PARI PASSU among themselves.

The Notes will be secured by the Debenture. The Debenture will be granted to the Trustee for the benefit of the Noteholders, the Trustee and the Security Trustee. The Notes will, as a result of the Debenture rank, senior to all existing and future Indebtedness of the Issuer in respect of the Shares pledged under the Debenture.

3. REGISTER, TITLE AND TRANSFERS

(a) REGISTER: The Registrar will maintain a register (the "REGISTER") in respect of the Notes in accordance with the provisions of the Trust Deed. In these Conditions, the "HOLDER" of a Note means the Person in whose name such Note is for the time being registered in the Register (or, in the case of a joint holding, the first named thereof) and "NOTEHOLDER" shall be construed accordingly. A certificate (each, a "CERTIFICATE") will be issued to each Noteholder in respect of its registered holding. Each Certificate will be numbered serially with an identifying number which will be recorded in the Register, and shall be made in English.

(b) TITLE: The Holder of each Note shall (except as otherwise required by law) be treated as the absolute owner of such Note for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft of such Certificate) and no Person shall be liable for so treating such Holder.
(c) TRANSFERS: The Notes shall be freely transferable subject to limitations, if any, pursuant to Section 15 of the Israeli Securities Law, 1968 (as may be amended, supplemented or modified from time to time).

4. CERTAIN COVENANTS

(a) NEGATIVE PLEDGE: The Issuer shall not incur or suffer to exist any Security Interest (including by way of a floating charge) upon the Shares pledged under the Debenture.
(b) IMPAIRMENT OF DEBENTURE: The Issuer shall not take or omit to take any action which could adversely affect the validity or enforceability of, or the effectiveness or ranking of, the Debenture.
(c) DILUTION OF SHARES AND OTHER EQUITY INTERESTS: The Issuer shall exercise its Control over the Company to prevent the Company from issuing any Shares or other equity interests in the Company or securities convertible into Shares or into such other equity interests in the Company to any Interested Party of the Company except for bonus shares.
(d) CONDUCT OF BUSINESS:

The Issuer shall conduct its business in a proper manner, amongst other things, maintain and exercise its Control over the Company to maintain in all material respects the terms of the Licences and act in all material respects in each case in accordance with, or as required by:

(A) Applicable Law; and
(B) its constitutive documents;

The Issuer shall perform in all material respects its obligations under and comply in all material respects with the terms of the Issue Documents.

(e) MERGER: Neither the Issuer nor the Company shall merge into any other Person, unless (x) the Issuer or the Company, as applicable, shall be the surviving entity of such merger and, (y) in the case of a merger between the Issuer and the Company, the prior written approval of Noteholders holding 75% of the Principal Amount Outstanding shall have been obtained with respect to such merger and the alternative and/or additional security to be granted to the Noteholders.

(f) NO AMENDMENT LIMITATIONs: The Issuer will not limit nor will it agree, consent, accept or otherwise allow any Person to limit its ability or discretion to amend, supplement or otherwise modify the Issue Documents, except (i) the limitations under the Issue Documents; and (ii) a limitation in favour of Bank Leumi le-Israel B.M. ("BLL") and Bank Mizrahi Tefahot Ltd. ("BMT") given as part of the financing obtained by the Issuer on or before the Purchase Date to finance the purchase of the Shares under the SPA (the "BANK ACQUISITION FINANCING") and additionally a limitation in favour of BMT as part of the financing obtained by the Issuer on or before the Purchase Date to finance its working capital and foreign trade (the "WORKING CAPITAL AND FOREIGN TRADE FINANCING"), provided that, in each case, such limitation will only limit the Issuer's discretion if such amendment will materially and adversely affect the rights of such banks under the Bank Acquisition Financing or Working Capital and Foreign Trade Financing.
(g) REPORTS AND NOTIFICATIONS: The Issuer shall furnish within the periods specified below (together with a translation to English, if the original information was in Hebrew) to the Trustee:
(i) as soon as practicable and not later than five Business Days after so becoming aware, details of any event or circumstances that could reasonably be expected to constitute an Event of Default;
(ii) as soon as practicable after their date of publication and in the case of annual financial statements in any event no later than 105 days after the end of each financial year, two copies in the English language of the Issuer's periodic report, including its annual consolidated balance sheet and consolidated profit and loss account and of every balance sheet, profit and loss account, report or other notice, statement or circular issued (or which under any legal or contractual obligation should be issued) to the members or holders of debentures or creditors (or any class of them) of the Issuer in their capacity as such at the time of the actual (or legally or contractually required) issue or publication thereof; and
(iii) as soon as practicable after their date of publication and in any event no later than 75 days after the end of each financial quarter, two copies in the English language of the Issuer's financial statements, including its quarterly consolidated balance sheet and consolidated profit and loss account together with a certificate executed by the chief financial officer of the Issuer specifying the amount of the Other Secured Indebtedness as of the last day of each such quarter.
(h) FURTHER ASSURANCES. The Issuer shall promptly execute any further instruments and take further reasonable action as the Trustee or the Noteholders request in connection with the execution, delivery, validity, enforceability or admissibility in evidence of the Issue Documents or the performance of its respective obligations under the Issue Documents.
(i) LIMITATIONS ON INDEBTEDNESS. The Issuer shall not create, incur, assume, or be liable for any of the following:
(a) any Indebtedness secured in whole or in part, directly or indirectly, by Shares or any other equity interests in the Company ("INDEBTEDNESS SECURED BY SHARES") in excess of NIS 4.05 billion (or the equivalent thereof in any other currency) and/or any Indebtedness Secured by Shares excluding any Indebtedness under the Issue Documents ("OTHER SECURED INDEBTEDNESS") in excess of NIS 2.9 billion (or the equivalent thereof in any other currency), in each case, subject to Sections 4(i)(e) and (f) below;
(b) any Indebtedness Secured by Shares at any time that the aggregate amount of Other Secured Indebtedness is equal to or less than NIS 2.9 billion (or the equivalent thereof in any other currency), other than (i) refinancing of existing Other Secured Indebtedness in an aggregate amount not to exceed the outstanding balance of such existing Other Secured Indebtedness immediately prior to such refinancing or (ii) as set forth in Section 4(i)(c) below, but in any case, subject to Sections 4(i)(e) and (f) below;
(c) any Indebtedness Secured by Shares at any time that the aggregate amount of the Other Secured Indebtedness is less than NIS 2.9 billion (or the equivalent thereof in any other currency), except:
(A) if the aggregate amount of the Other Secured Indebtedness is less than NIS 1.45 billion (or the equivalent thereof in any other currency), then the Issuer may incur additional Indebtedness Secured by Shares in an amount which, together with the aggregate amount of all Other Secured Indebtedness, does not exceed NIS 1.45 billion; PROVIDED that the proceeds of such additional Indebtedness Secured by Shares are used solely for investment in new telecommunications businesses of the Issuer, or if not then the ratio of such additional Indebtedness Secured by Shares over the aggregate number of Shares securing such additional Indebtedness Secured by Shares does not exceed a ratio equal to the aggregate principal amount of Indebtedness then outstanding under the Issue Documents over the aggregate number of Shares pledged under the Debenture; and
(B) if the aggregate amount of the Other Secured Indebtedness is less than NIS 2.9 billion and greater than NIS 1.45 billion (in each case or the equivalent thereof in any other currency), then the Issuer may incur additional Indebtedness Secured by Shares in an amount which, together with the aggregate amount of all Other Secured Indebtedness, does not exceed NIS 2.9 billion; PROVIDED that the proceeds of such additional Indebtedness Secured by Shares are used solely for investment in new telecommunications businesses of the Issuer and any principal payments under such additional Indebtedness Secured by Shares, whether by way of scheduled amortization or prepayments or otherwise, shall not be made until after all outstanding due amounts under the Issue Documents shall have been paid in full.
(d) For the avoidance of any doubt, the ability to incur additional Indebtedness Secured by Shares pursuant to Section 4(i)(b) and (c) above, shall not include the creation of any Security Interests on any Shares pledged under the Debenture, which Shares shall remain unencumbered as set forth in Section 4(a) above (except under the Debenture).
(e) The amounts set forth in Sections 4(i)(a), (b) and (c) above are based on the amount of Shares and other equity interests in the Company owned by the Issuer on the Purchase Date and accordingly if and to the extent the amount of Shares and other equity interests in the Company owned by the Issuer shall be reduced at any time after the Purchase Date, then the amounts set forth in Sections 4(i)(a), (b) and (c) above shall be reduced accordingly, except as set forth in Section 4(i)(f) below.
(f) So long as the Bank Acquisition Financing (as defined in Section 4(f)) remains outstanding, if the Issuer sells Shares owned by it without reducing such Bank Acquisition Financing, then no adjustment will be required to be made pursuant to Section 4(i)(e) above, but the amounts set forth in Sections 4(i)(a), (b) and (c) above shall be reduced by the aggregate principal amounts repaid on account of such Bank Acquisition Financing from the date hereof to such relevant date (it being understood that after repayment of such Bank Acquisition Financing (including, without limitation, by way of refinancing) the exception in this Section 4(i)(f) shall be cancelled and all adjustments will be made as set forth in Section 4(i)(e) above).
(j) LISTING. The Issuer shall (i) take all necessary and advisable steps to maintain the registration of the Notes for trading on the TACT (Tel-Aviv Continuous Trading) Institutional Board of the Tel Aviv Stock Exchange ("TACT"), (ii) receive all necessary Authorisations required for maintaining the registration of the Notes for trading on the TACT, and (iii) pay all required fees, costs and expenses in connection with the registration and maintenance of the Notes for trading on the TACT, in each case until none of the Notes is outstanding.
(k) ADDITIONAL COLLATERAL. In any event that the Company shall pay any dividend or make any other Distribution, direct or indirect, in cash or in kind, which requires court approval pursuant to Section 303 of the Companies Law (including any succeeding provision), or which is not paid or made out of "profits" as defined in Section 302(b) of the Companies Law (including any succeeding provision) (in each case, an "EXCESS DISTRIBUTION"), then in each such case the Issuer shall, within five Business Days, pledge in favour of the Trustee for the benefit of the Noteholders additional Shares ("ADDITIONAL SHARES") in an amount which is the product of the following formula:

Number of Additional Shares = (X * Y ) - X ----- Y - X

For purposes of the above calculation, the following definitions shall apply:

"X" = number of Shares pledged under the Debenture on the date in which entitlement to proceeds of the relevant Excess Distribution pursuant to Section 182(a) of the Companies Law (including any succeeding provision) is determined (the "DISTRIBUTION RECORD DATE");

"Y" = the average closing market price on the Tel Aviv Stock Exchange of one Share during the five trading days immediately prior to the Distribution Record Date multiplied by the total number of the Shares then issued and outstanding (excluding dormant Shares, options, and other securities convertible into Shares);

"Z" = amount of the relevant Excess Distribution.

Should the number of Additional Shares at any time comprise of fractional Shares, then in each such case the number of Additional Shares shall be rounded up to the nearest whole number.

If the Excess Distribution is made in any currency other than New Israeli Shekels ("NIS"), then for purposes of this Section 4(k) the amount of the Excess Distribution shall reflect the NIS equivalent thereof according to the representative rate of exchange published by the Bank of Israel on the Distribution Record Date of the relevant Excess Distribution (and if such representative rate is not published on such Distribution Record Date, then the last known representative rate of exchange published by the Bank of Israel prior to such Distribution Record Date shall apply).

For purposes of this Section 4(k), the value of any Excess Distribution made in kind shall be appraised by an accounting firm that is the local Israeli representative of one of the "big four" accounting firms.

The Issuer shall, within five Business Days of the relevant Excess Distribution, pledge the Additional Shares, free and clear of any Security Interest, by way of a first ranking Fixed Charge to the Trustee for the benefit of the Noteholders pursuant to a debenture on substantially similar terms and conditions to the Debenture executed on the Purchase Date (provided that (x) if at such time any Shares pledged under the Debenture shall be registered in the Company's shareholder registry in the name of the Security Trustee, then the Additional Shares shall also be registered by the Issuer in the Company's shareholder registry in the name of the Security Trustee at the time of creation of such pledge and the Escrow Agreement shall govern such Additional Shares; and (y) if at such time any Shares pledged under the Debenture are registered in the name of the Issuer, then at the time of creation of such pledge the Issuer shall (1) deposit with the Trustee an original share certificate evidencing such Additional Shares and a share transfer deed in respect of such Additional Shares duly executed by the Issuer as transferor; and (2) deliver to the Trustee irrevocable instructions (in the form attached as Schedule A to the Debenture) in original form and duly executed by the Issuer and acknowledged by the Company (in addition to all other deliverables pursuant to Section 3A of the Trust Deed)). Upon the pledge of any Additional Shares in accordance with this Section 4(k), such Additional Shares shall be deemed to be Shares pledged under the Debenture, and the debenture evidencing the pledge of such Additional Shares shall be deemed to be part of the Debenture and the Issue Documents.

To the extent that prior to making any Excess Distribution, the Issuer shall reasonably determine that it has a sufficient amount of Unrestricted Shares (as defined in Section 4(n)) reserved for the benefit of BLL and BMT under the Bank Acquisition Financing, then all Additional Shares pledged in favour of the Trustee for the benefit of the Noteholders shall constitute Unrestricted Shares. To the extent that prior to making any Excess Distribution, the Issuer shall reasonably determine that it does not have a sufficient amount of Unrestricted Shares reserved for the benefit of BLL and BMT under the Bank Acquisition Financing, then (A) the amount of Additional Shares pledged in favour of the Trustee for the benefit of the Noteholders which shall constitute Unrestricted Shares will be equal to the amount of Unrestricted Shares owned by the Issuer at such time minus the minimum amount of Unrestricted Shares required to be reserved for the benefit of BLL and BMT under the definitive documentation pertaining to the Bank Acquisition Financing as at the Purchase Date; and (B) all remaining Additional Shares pledged in favour of the Trustee for the benefit of the Noteholders shall be Restricted Shares (which for purposes hereof will mean Shares constituting only part of the "Minimum Founding Shareholders Shares" and/or "Minimum Founding Shareholders Holding" within the meaning of such terms in the Company's Articles of Association and Section 22A of the Company General Licence for the provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, and the permit issued by the Ministry of Communications dated April 7, 1998, in each case, as may be amended, supplemented or otherwise modified from time to time) ("RESTRICTED SHARES"). For purposes hereof, the term a "sufficient amount of Unrestricted Shares required to be reserved for the benefit of BLL and BMT under the Bank Acquisition Financing" shall mean the minimum amount of Unrestricted Shares required to be reserved for the benefit of BLL and BMT under the definitive documentation pertaining to the Bank Acquisition Financing as at the Purchase Date. It is further agreed that in relation to any Restricted Shares pledged in favour of the Trustee for the benefit of the Noteholders the provisions of Section 4(r) (SHARE SUBSTITUTION) below shall apply. In all other cases, all Additional Shares pledged in favour of the Trustee for the benefit of the Noteholders shall constitute Unrestricted Shares (as defined in Section 4(n)). Upon the earlier of (i) repayment or prepayment of the Bank Acquisition Financing in full or (ii) release of the Shares reserved for the benefit of BLL and BMT under the definitive documentation pertaining to the Bank Acquisition Financing in such quantity as will allow the pledge of Additional Shares or a portion thereof to consist of Unrestricted Shares, then the Issuer shall promptly cause all Shares or the maximum amount of Shares pledged under the Debenture, including all Additional Shares, to solely consist of Unrestricted Shares.

Prior to making any Excess Distribution, the Issuer undertakes: (i) to reserve a sufficient amount of unencumbered Unrestricted Shares and Restricted Shares for purposes of meeting its obligations to allocate and pledge Additional Shares to the Noteholders pursuant to this Section 4(k); and (ii) if any of the obligations of the Issuer pursuant to this Section 4(k) (including, without limitation, the pledge of the Additional Shares in favour of the Trustee for the benefit of the Noteholders and the registration of the Additional Shares in the Company's shareholder registry in the name of Security Trustee (except that in relation to the registration of Additional Shares in the name of the Security Trustee, only to the extent that prior to such time any Shares pledged under the Debenture shall have been registered in the Company's shareholders registry in the name of the Security Trustee)) will require Authorisation from any Person (including, without limitation, the Israeli Minister of Communications), then prior to making any Excess Distribution the Issuer will obtain all required Authorisations in form and substance satisfactory to the Trustee (provided that the Trustee may only consent to any terms and conditions included in any Authorisation if directed to consent by an Extraordinary Resolution or a Written Resolution of the Noteholders duly passed in accordance with the Trust Deed). It is hereby clarified that to the extent that prior to making any Excess Distribution the Israeli Minister of Communications has given the MOC Approval (as defined in Section 4(o)(i) below) in form and substance reasonably satisfactory to the Investor, then if the approval given by the Israeli Minister of Communications pursuant to this Section 4(k) is upon substantially similar terms and conditions the Noteholders will not object to such terms and conditions.

For the avoidance of doubt, it is hereby made clear that the Issuer's undertaking under this Section 4(k) to obtain all required Authorisations solely with respect to the registration of the Additional Shares in the Company's shareholder registry in the name of the Security Trustee is made on a "best efforts basis", and accordingly, the Issuer does not undertake nor guarantee that the Israeli Minister of Communications shall approve such registration, and to the extent that such approval is not granted, notwithstanding the Issuer's best efforts under this Section 4(k), the Issuer shall not be deemed to have breached this Section 4(k). Notwithstanding anything in the Issue Documents to the contrary, to the extent that at any time certain Shares pledged under the Debenture shall be registered in the Company's shareholders registry in the name of the Security Trustee (subject to the prior receipt of the MOC Approval) while other Shares pledged under the Debenture shall be registered in the name of the Issuer, than all the provisions of the Issue Documents applicable to each portion of such Shares shall remain unchanged and continue to apply, MUTATIS MUTANDIS, with respect to each such portion of Shares.

(l) STAMP DUTIES. The Issuer shall pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable in the State of Israel upon or in connection with the creation and issue of the Notes and the execution of the other Issue Documents.
(m) ENTRY INTO OR AMENDMENT OF BANK FINANCING OR OTHER AGREEMENTS. The Issuer will not enter into any agreement, instrument, commitment or other document nor will it amend, supplement or otherwise modify any agreement, instrument, commitment or other document, in each case whether entered into prior to the date hereof or thereafter (including, without limitation, the Bank Acquisition Financing, the Working Capital and Foreign Trade Financing and the terms and conditions of the bonds and other securities issued by the Issuer), if such agreement, instrument, commitment or other document (or any amendment, supplement or other modification): (i) will materially and adversely affect the rights of the Noteholders and Trustee under the Issue Documents; and/or (ii) will limit or otherwise restrict the ability of the Issuer to fully and timely perform its obligations and covenants under the Issue Documents (including, without limitation, in relation to the redemption of the Notes as contemplated herein).

(n) UNRESTRICTED SHARES. The Issuer confirms and undertakes that (i) all Shares pledged under the Debenture (including, without limitation, any Additional Shares (subject to the provisions of Section 4(k) above in relation to such Additional Shares) and any Replacement Shares) will at all times be unrestricted Shares and will not constitute, be classified as or otherwise be counted as part of the "Minimum Founding Shareholders Shares" and/or "Minimum Founding Shareholders Holding" and/or "Minimum Israeli Holding Shares" and/or "Minimum Israeli Holding" within the meaning of all such terms in the Company's Articles of Association and Section 22A of the Company General Licence for the provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, and the permit issued by the Ministry of Communications dated April 7, 1998, in each case, as may be amended, supplemented or otherwise modified from time to time ("UNRESTRICTED SHARES"); and (ii) all Shares pledged under the Debenture (including, without limitation, any Additional Shares and Replacement Shares) will at all times be in certificate form and registered in the Company's shareholder registry in the name of the Issuer (unless transferred to the name of the Security Trustee pursuant to Section 4(o)).

(o) POST CLOSING COVENANT. The Issuer undertakes that (i) promptly after the Purchase Date, and in any event within 14 days after the Purchase Date, it shall cause the Company to, and will where required itself, apply to the Israeli Minister of Communications in order to obtain, as soon as possible after the Purchase Date, his approval (including, without limitation, as required under the Licences) to (a) the registration of the Shares pledged under the Debenture in the Company's shareholder registry in the name of the Security Trustee, (b) the execution of and entry into the Escrow Agreement by the Issuer, the Security Trustee and the Trustee, (c) the termination of the Proxy and the Instructions Letter (each as defined under the Escrow Agreement) upon the terms and conditions set forth in the Escrow Agreement (and without requirement of further approval from the Israeli Minister of Communications upon or prior to such termination), and (d) the realisation of the Security Interest in the Shares pledged under the Debenture upon the terms and conditions set forth in the Issue Documents (the "MOC APPROVAL"); (ii) all applications, correspondence and communications (whether written or verbal) concerning the MOC Approval shall be coordinated in advance with the Investor and its advisors and shall be subject to its prior consent (which shall not be unreasonably withheld); (iii) the Investor (or anyone nominated by it for such purpose) shall be invited to participate in all meetings and discussions concerning the MOC Approval (such notice to be given a reasonable time in advance); (iv) the Issuer will use its best efforts (including, without limitation, promptly provide all information and materials requested by the Israeli Ministry of Communications) and take all actions with a view to procuring that the Israeli Minister of Communications will grant the MOC Approval as soon as possible after the Purchase Date (the Issuer hereby acknowledges that a period of 8 weeks after the Purchase Date is a reasonable and possible duration, however such acknowledgement does not constitute an undertaking of the Issuer to obtain the MOC Approval within 8 weeks), such approval (if granted) to be in form and substance (including any conditions imposed) reasonably satisfactory to the Investor and the Issuer; (v) to the extent the MOC Approval granted by the Israeli Minister of Communications as set forth in sub-section (iv) above shall require the Company to take any action or the Israeli Ministry of Communications will condition the granting of the MOC Approval upon the Company taking any action (including, without limitation, amending any Licence or the Company's Articles of Association), then the Issuer shall exercise its Control over the Company to cause the Company to promptly comply with any such requirements, and to the extent any such action shall require the approval of the shareholders of the Company, the Issuer will exercise its Control over the Company to cause it to promptly convene such meeting (and in any event no later than within 8 weeks after the earlier of (1) the date the MOC Approval is granted and (2) the date on which the Israeli Minister of Communications (or anyone of his behalf) first informs the Company or its advisors in writing of any such requirement or condition) and the Issuer further undertakes that it will attend such meeting and vote by virtue of all Shares owned by it at that time in favour of any such resolution; (vi) to the extent the MOC Approval granted by the Israeli Minister of Communications as set forth in sub-section (iv) above shall require the Issuer to take any action, then the Issuer shall promptly (and in any event within the period specified in sub-section (v) above) take such action so as to comply with any such requirements; (vii) promptly after the grant of the MOC Approval by the Israeli Minister of Communications as set forth in sub-section (iv) above (and in any event no later than five Business Days thereafter), the Issuer, the Trustee and the Security Trustee shall execute and deliver the Escrow Agreement and shall perform or procure that the Company will perform all actions required by them to be performed pursuant to Section 2 of the Escrow Agreement or to give effect to the provisions thereof, including, without limitation, the transfer and registration of all Shares pledged under the Debenture in the Company's shareholder register in the name of the Security Trustee. For the avoidance of doubt, it is hereby made clear that the Issuer's covenants under Section 4(o)(iv) and with respect to the adoption of any resolution required by the Company under Section 4(o)(v) are made on a "best efforts basis", and accordingly, (x) the Issuer does not undertake nor guarantee that the MOC Approval shall be granted or that the Company's resolution shall be adopted, and (y) the Issuer will continue to use its best efforts until the MOC Approval is granted irrespective of whether the 8-week period specified in Section 4(o)(iv) above has expired, unless the Israeli Ministry of Communications shall have delivered to the Issuer a conclusive unconditional notification in writing that it will not grant the MOC Approval, and (z) to the extent that such approval is not granted, notwithstanding the Issuer's best efforts under Section 4(o)(iv) and compliance with any and all of its other obligations under this Section 4(o) (including, without limitation, its

obligation to convene a shareholders meeting of the Company and vote by virtue of all Shares owned by it at that time in favour of any required resolution) the Issuer shall not be deemed to have breached this Section 4(o).

(p) NO DELISTING. The Issuer shall not (i) make or institute any tender offer if as a result of such tender offer the Shares will be delisted from both the Tel-Aviv Stock Exchange and NASDAQ; (ii) accept any tender offer in relation to the Shares pledged under the Debenture; and (iii) accept any tender offer in relation to any Shares owned by it if as a result of such tender offer the Shares will be delisted from both the Tel-Aviv Stock Exchange and NASDAQ or a Change of Control will occur.
(q) VOTING COVENANT. If a Default or an Event of Default shall have occurred and be continuing, the Issuer undertakes to attend or validly appoint its proxy to attend any meeting of the shareholders of the Company and vote by virtue of all of the Shares owned by it against the adoption of any resolution in any of the following matters: (a) issuance of Shares or other equity interests in the Company or securities convertible into Shares or other equity interests in the Company (including, without limitation, increasing the registered capital of the Company); (b) sale, transfer, conveyance or other disposition of all or substantially all of the assets of the Company; (c) merger, split or other structural change in or of the Company; (d) any transaction involving an Interested Party; (e) amendment, supplement or other modification of the organizational documents of the Company; or (f) any matter which is prejudicial to the rights of the Noteholders as creditors of the Issuer with respect of the Shares pledged under the Debenture. The provisions of this Section 4(q) shall supersede and prevail over the provisions of Sections 4(c) and (e).
(r) SHARE SUBSTITUTION. In the event that any of the Additional Shares pledged to the Trustee for the benefit of the Noteholders pursuant to Section 4(k) (ADDITIONAL COLLATERAL) shall constitute Restricted Shares, then from the earlier of (i) repayment or prepayment of the Bank Acquisition Financing in full or (ii) release of the Shares reserved for the benefit of BLL and BMT under the definitive documentation pertaining to the Bank Acquisition Financing in such quantity as will allow the pledge of Replacement Shares (as defined below) consisting of Unrestricted Shares or a portion thereof, the Issuer shall, upon the written request of the Trustee (which may be exercised from time to time at the discretion of the Trustee), pledge Shares ("REPLACEMENT SHARES"), free and clear of any Security Interest, by way of a first ranking Fixed Charge to the Trustee for the benefit of the Noteholders which shall constitute Unrestricted Shares, in an aggregate amount equal to the aggregate amount of Restricted Shares pledged to the Trustee for the benefit of the Noteholders at such time (i.e., on a one for one basis). After the registration of the pledge of the Replacement Shares to the Trustee for the benefit of the Noteholders at the Israeli Companies Registrar (and meeting all other obligations in connection with such pledge), then the Trustee shall provide the Issuer with a release of the Restricted Shares being replaced by the Replacement Shares. At the request of the Trustee, the Issuer shall promptly provide the Trustee with all information reasonably requested in connection with the financial condition of the Issuer at such time.

Any pledge of Replacement Shares to the Trustee for the benefit of the Noteholders shall be made pursuant to a debenture on substantially similar terms and conditions to the Debenture executed on the Purchase Date (provided that (x) if at such time any Shares pledged under the Debenture shall be registered in the Company's shareholder registry in the name of the Security Trustee, then the Replacement Shares shall also be registered by the Issuer in the Company's shareholder registry in the name of the Security Trustee at the time of creation of such pledge and the Escrow Agreement shall govern such Replacement Shares; and (y) if at such time any Shares pledged under the Debenture are registered in the name of the Issuer, then at the time of creation of such pledge the Issuer shall (1) deposit with the Trustee an original share certificate or certificates (as requested by the Trustee) evidencing such Replacement Shares and a share transfer deed in respect of such Replacement Shares duly executed by the Issuer as transferor; and (2) deliver to the Trustee irrevocable instructions (in the form attached as Schedule A to the Debenture) in original form and duly executed by the Issuer and acknowledged by the Company (in addition to all other deliverables pursuant to Section 3A of the Trust Deed)).

If any of the obligations of the Issuer pursuant to this Section 4(r) (including, without limitation, the pledge of the Replacement Shares in favour of the Trustee for the benefit of the Noteholders and the registration of the Replacement Shares in the Company's shareholder registry in the name of Security Trustee (except that in relation to the registration of Replacement Shares in the name of the Security Trustee, only to the extent that prior to such time any Shares pledged under the Debenture shall have been registered in the Company's shareholders registry in the name of the Security Trustee)) will require Authorisation from any Person (including, without limitation, the Israeli Minister of Communications), then the Issuer shall promptly take any and all actions to obtain such Authorisations and the provisions of Section 4(k) in relation to such Authorisations shall apply MUTATIS MUTANDIS.

Upon the pledge of any Replacement Shares to the Trustee for the benefit of the Noteholders in accordance with this Section 4(r), such Replacement Shares shall be deemed to be Shares pledged under the Debenture, and the debenture evidencing the pledge of such Replacement Shares shall be deemed to be part of the Debenture and the Issue Documents.

(s) NO INDEBTEDNESS TOWARDS COMPANY. The Issuer hereby undertakes that it will not create, incur, assume, or be liable for any Indebtedness towards the Company and/or any of its Subsidiaries, other than in the event that the Company and/or each such Subsidiary shall have explicitly waived any right of set-off or lien against the Issuer in connection with any rights of the Issuer to receive payments on account of the Shares pledged under the Debenture.

5. INTEREST

(a) ACCRUAL OF INTEREST: The Notes bear interest from the Purchase Date on their principal amount outstanding, payable semi-annually commencing six months after the Purchase Date (each, an "INTEREST PAYMENT DATE") (each payment to be made as set forth in Section 8 (PAYMENTS) below); PROVIDED, however, that, if any Interest Payment Date would occur on a date which is not a Business Day, then the interest payable on such Interest Payment Date will be paid on the next Business Day (and, for the avoidance of doubt, no change shall be made in the Record Date (as defined below) as a result of such delayed payment). Each period beginning on (and including) the Purchase Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an "INTEREST PERIOD". The Interest Payment Date shall initially fall on April 28, 2010 ("INITIAL PAYMENT DATE"), and thereafter on October 28, 2010, April 28, 2011, October 28, 2011, April 28, 2012, October 28, 2012, April 28, 2013, October 28, 2013 and April 27, 2014. On the Initial Payment Date the interest payable to the Noteholders shall be US$3,040,500

Each Note will cease to bear interest from the due date for redemption unless, upon due presentation, payment of principal is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 5 and Condition 6 (both before and after judgment) until the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder.

(b) RATE OF INTEREST: The rate of interest applicable to the Notes (the "RATE OF INTEREST") shall be 2.027% per annum.
(c) CALCULATION OF INTEREST AMOUNT: the amount of interest (the "INTEREST AMOUNT") payable in respect of each Note for any Interest Period will be calculated by applying the Rate of Interest for such Interest Period (i.e., 1.0135% for each 6 month period) to the outstanding principal amount of the Notes, provided, however, if interest is to be calculated for a period not ending on an Interest Payment Date, it shall be calculated by applying the Rate of Interest to the relevant amount and multiplying the product by the actual number of days in the period from and including the date from which interest begins to accrue to but excluding the date on which it falls due divided by 365, rounding the resulting figure to the nearest cent (half a cent being rounded upwards).

6. DEFAULT INTEREST

(a) DEFAULT INTEREST: Upon the occurrence of an Event of Default or in the case of any late payment of any amount, a Default, interest ("DEFAULT INTEREST") shall accrue on the outstanding principal amount under the Notes (both before and after judgment) at a rate which is 6% per annum higher than the Rate of Interest, until such Event of Default or Default, as the case may be, shall have been cured to the full satisfaction of the Trustee and the Noteholders.
(b) DEFAULT INTEREST CALCULATION: The amount of Default Interest payable in respect of each Note for any Interest Period, or any other period, shall be calculated on the basis described in Condition 5(c) (CALCULATION OF INTEREST AMOUNT).

7. REDEMPTION AND PURCHASE

(a) SCHEDULED REDEMPTION: the Notes will be redeemed in one instalment on the Interest Payment Date falling on April 27, 2014.
(b) MANDATORY REDEMPTION: the Notes will become immediately redeemable in full upon the occurrence of any of the following events (each a "MANDATORY REDEMPTION EVENT"):
(i) Change of Control;
(ii) Issuer or the Company sells, transfers, conveys or otherwise disposes of all or substantially all of its assets.

The Trustee shall not be responsible for ascertaining or monitoring whether or not a Mandatory Redemption Event has occurred and, unless and until it has actual knowledge to the contrary in writing, shall be entitled to assume that no such event has occurred.

(c) OTHER REDEMPTION: The Issuer may not redeem the Notes otherwise than as provided in Sections 7(a) (SCHEDULED REDEMPTION) and (b) (MANDATORY REDEMPTION) above and as set forth in Section 5 of the Placement Agreement.

For the avoidance of doubt, no Security Interests shall be released or otherwise waived as a result of any partial redemption or purchase in accordance with this Section 7 or Section 5 to the Placement Agreement and no discount shall be made on account of any early redemption.

Notwithstanding anything herein or in any other Issue Document to the contrary, an early redemption may not occur during the period between the Record Date for any interest payment and the actual payment thereof.

(d) PURCHASE: The Issuer may at any time purchase Notes in the open market or otherwise and at any price.
(e) CANCELLATION: All Notes so redeemed or purchased by the Issuer or any Affiliate thereof shall be cancelled and may not be reissued or resold.

8. PAYMENTS

(a) Payments due on account of the Notes (including, without limitation, principal and interest) shall be made by US dollar wire transfer to such account or accounts of each Noteholder as appears in the Register on the Record Date (as defined below).

However, upon the registration of the Notes for trading on the TACT (and as long as the Notes are so registered) payments due on account of the Notes to Noteholders holding Note(s) through a nominee company (as opposed to holding them in certificate form and being registered in the Noteholder registry) shall be made by US dollar wire transfer according to the rules and regulations of the Tel Aviv Stock Exchange clearinghouse and payments due on account of the Notes to Noteholders holding Note(s) in certificate form and being registered in the Noteholder registry shall continue to be made as set forth in the first paragraph above.

(b) PAYMENTS SUBJECT TO FISCAL LAWS: All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations in the State of Israel, but without prejudice to the provisions of Section 9 (TAXATION) hereof and Section 7 of the Placement Agreement. No banking commissions or expenses shall be charged to the Noteholders in respect of such payments.
(c) RECORD DATE: Each payment in respect of a Note will be made to the Person shown as the Holder in the Register at the opening of business in the place of the Registrar's Specified Office on the twelfth day before the due date for such payment (the "RECORD DATE").

9. TAXATION

Unless otherwise agreed:

(a) WITHHOLDING TAX; if, at or prior to any interest payment in respect of the Notes, any Noteholder provides the Issuer with a certificate of exemption from the Israeli Tax Authority ("CERTIFICATE OF TAX EXEMPTION") which provides for (i) a complete exemption from withholding, then the Issuer shall pay the respective Noteholder the interest payment in its entirety and shall not deduct or withhold any amounts from such payment; or (ii) a reduced withholding rate in respect of the interest payment, then the Issuer shall deduct and withhold from such payment an amount which is equal to the amount which reflects the reduced withholding rate specified in the Certificate of Tax Exemption.

If, at or prior to any interest payment in respect of the Notes, any Noteholder has not provided the Issuer with a Certificate of Tax Exemption, then the Issuer shall deduct and withhold from the interest payment the applicable amount required to be deducted and withheld pursuant to Israeli law.

Without derogating from the generality of the above, the Issuer undertakes to comply with any reasonable conditions and instructions that may be required by the Israeli Tax Authority in the Certificate of Tax Exemption.

Any amounts which the Issuer withholds under this Section 9 will be paid by the Issuer to the Israeli Tax Authority on behalf of each relevant Noteholder within the required time for such payment under any Applicable Law, and the Issuer will provide each relevant Noteholder with a valid certificate of payment to the Israeli Tax Authority. Subject to the foregoing, any such withheld amounts shall be treated for all purposes as having been paid to the Noteholder.

(b) VALUE ADDED TAX: All amounts payable under the Notes or any other Issue Document do not include any Value Added Tax ("VAT") liability, and to the extent required to be paid, the VAT shall be added to any such amounts against receipt of a proper invoice issued by the recipient.

10. EVENTS OF DEFAULT

If any of the following events occurs, then the Trustee (only if required by an Extraordinary Resolution or a Written Resolution of the Noteholders) or Noteholders comprising not less than 66.7% of the Principal Amount Outstanding may: (i) demand that all or part of the Notes, together with accrued interest and all other amounts accrued under the Issue Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or (ii) take any action to realise any Security Interest under the Debenture (PROVIDED that the realisation of any Security Interest in the Shares pledged under the Debenture shall be subject to Applicable Law) and/or to make any claim or take any action to enforce any of their rights under Applicable Law as the Trustee or such Noteholders may determine in their absolute discretion (including, without limitation, from and after the date the Shares pledged under the Debenture shall have been registered in the Company's shareholder registry in the name of the Security Trustee (subject to the receipt of the MOC Approval) take any action pursuant to the Escrow Agreement), all of the foregoing without further action or formality:

(a) NON PAYMENT OF INTEREST/OTHER AMOUNTS: The Issuer does not pay on the due date any amount of interest or other amount (other than principal) payable on the Notes or under any other Issue Document at the place and in the currency in which it is expressed to be payable unless payment is made within seven days of its due date.
(b) NON PAYMENT OF PRINCIPAL: The Issuer does not pay on the due date (whether at maturity, upon acceleration, redemption or otherwise) any amount of principal payable on the Notes at the place and in the currency in which it is expressed to be payable.
(c) INSOLVENCY OR BANKRUPTCY:
(i) The Issuer or the Company is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts under Applicable Law, suspends or threatens to suspend making payments on any of its debts; or
(ii) a moratorium or a freeze proceeding is declared in respect of any indebtedness of the Issuer or the Company provided that the ending of the moratorium or a freeze proceeding will not remedy any Event of Default caused by such moratorium or freeze proceeding; or
(iii) the Issuer or the Company (i) adopts a resolution for winding-up or dissolution, entry into receivership or administration, or (ii) an order of liquidation is issued in respect of the Issuer or the Company; or (iii) the Issuer or the Company enters into receivership.

(d) INSOLVENCY PROCEEDINGS:

(i) Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(A) the suspension of payments, a moratorium or a freeze proceeding of any indebtedness, winding-up, dissolution (whether temporary or permanent), administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Issuer or the Company;
(B) a composition, compromise, assignment or arrangement with any creditor of the Issuer or the Company, other than any such arrangement entered into for the purpose of a solvent restructure or merger which (i) does not require the consent of any creditor including the Noteholders or (ii) if the consent of any such creditor is required, where such consent has been given by such relevant creditor and the Trustee (acting on the instructions of the Noteholders);
(C) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, custodian, trustee or other similar officer (each such appointment, whether temporary or permanent) in respect of the Issuer or the Company; or
(D) (i) any crystallisation or enforcement of any security, or placement of any attachment over assets of the Issuer or the Company with a value exceeding US$25,000,000 (or its equivalent in any other currency or currencies) which is not discharged, stayed or dismissed within 45 days of commencement; or (ii) placement of any attachment over the Shares pledged under the Debenture, which is not discharged, stayed or dismissed within 14 days, except for attachments placed solely as a result of or in connection with any obligations of the Noteholders.
(ii) Paragraph (i)(A) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 30 days of commencement or, if earlier, the date on which it is advertised.
(e) BREACH OF COVENANTS: The Issuer does not comply with any of the covenants set out in the Issue Documents, which remains unremedied for 30 days after the Trustee has given written notice of such event or circumstance.
(f) MOC APPROVAL: If the MOC Approval granted by the Israeli Minister of Communications as set forth in Section 4(o) (POST CLOSING COVENANT) shall be terminated, withdrawn, suspended, cancelled or revoked or does not remain in full force and effect, except if such is caused solely due to any action taken or omitted to be taken by the Security Trustee.
(g) UNLAWFULNESS AND INVALIDITY:
(i) It is or becomes unlawful for the Issuer to perform any of its obligations (i) under the Issue Documents which is material in the context of the Notes or (ii) under the Debenture; or
(ii) any obligation or obligations of the Issuer under the Issue Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Noteholders; or
(iii) the Debenture ceases to be legal, valid, binding, enforceable or effective or is alleged by the Issuer to be ineffective.

(h) CROSS DEFAULT

(i) Any Indebtedness in an aggregate amount of at least US$25,000,000 (or its equivalent in any other currency or currencies) of the Issuer or the Company is not paid when due or after the expiration of any applicable grace period; or
(ii) any default or event of default (other than if caused solely by virtue of non-payment) shall have occurred under any documentation pertaining to any Indebtedness in an aggregate amount of at least US$25,000,000 (or its equivalent in any other currency or currencies) of the Issuer or in an aggregate amount of at least US$50,000,000 (or its equivalent in any other currency or currencies) of the Company; PROVIDED that any applicable grace periods under such documentation shall have elapsed, and so long as such default and event of default shall not have been waived or cured.
(i) SHARE DELISTING: If the Shares cease to be listed for trading on both the Tel-Aviv Stock Exchange and NASDAQ or if the Company files any application for the delisting of the Shares from both the Tel-Aviv Stock Exchange and NASDAQ.
(j) MATERIAL ADVERSE EFFECT: a Material Adverse Effect has occurred.
(k) INACCURACY OF REPRESENTATION: Any representation and warranty by the Issuer in the Issue Documents is or proves to be untrue or incorrect; provided that the Trustee or Noteholders comprising of not less then 66.7% of the Principal Amount Outstanding reasonably determine that such event may adversely affect the rights of the Noteholders in a material respect.
(l) LICENCES: If any Licence is surrendered, terminated, withdrawn, suspended for at least seven consecutive days, cancelled or revoked or does not remain in full force and effect or otherwise expires and is not renewed prior to its expiry (in each case, without replacement by a licence(s) or Authorisation, as applicable having substantially equivalent effect) or if any event occurs which is reasonably likely to give rise to the revocation, termination, cancellation or suspension for at least seven consecutive days of any Licence (without replacement) in such circumstance where the Issuer is unable to demonstrate to the reasonable satisfaction of the Trustee and the Noteholders within 7 days of such event occurring that such termination, suspension or revocation will not occur; PROVIDED that the foregoing shall only apply to such Licence or Licences which, individually or collectively, accounted for at least 5% of the gross revenues of the Company in the preceding four fiscal quarters.
(m) NO TRADING IN COMPANY SECURITIES: In the event that with respect to any Shares or other securities convertible into Shares of the Company which are traded on a stock exchange, there is no trading in such Shares or other securities convertible into Shares which are traded on a stock exchange for a consecutive period of (i) 14 days or more on which trading is conducted on such stock exchange if trading continues on at least one other Exchange; or (ii) 7 days or more on which trading is conducted on such stock exchange if no trading is conducted on any Exchange.
(n) NO TRADING IN ISSUER SECURITIES: In the event that with respect to any equity interests or other securities convertible into equity interests of the Issuer which are traded on a stock exchange, there is no trading in such equity interests or other securities convertible into equity interests which are traded on a stock exchange for a consecutive period of 14 days or more on which trading is conducted on such stock exchange.
(o) NON-COMPLIANCE WITH ANY SECURITIES AUTHORITY OR STOCK EXCHANGE: In the event that the Issuer or the Company breaches or fails to comply with any undertakings or obligations entered into by it, or imposed on it, in favour of any securities authority or stock exchange in any country or state in which share, securities or debentures of the Company or the Issuer are traded or fails to comply with any rules, regulations or other law of any such securities authority or stock exchange, except that and as long as such securities authority or stock exchange, as applicable, gave the Issuer or the Company, as applicable, an extension for curing such breach or failure - and such breach or failure is not amended within the extension period given; provided that the Trustee or Noteholders comprising of not less then 66.7% of the Principal Amount Outstanding reasonably determine that such event may adversely affect the rights of the Noteholders in a material respect.
(p) NON COMPLIANCE WITH CERTAIN COVENANTS: In the event of non compliance with, or breach of any of the covenants set forth in Sections 4(a) (NEGATIVE PLEDGE), 4(e) (MERGER), 4(i) (LIMITATIONS ON INDEBTEDNESS), 4(j) (LISTING), 4(k) (ADDITIONAL COLLATERAL), 4(n) (UNRESTRICTED SHARES), 4(o) (POST CLOSING COVENANT), 4(q) (VOTING COVENANT)or 4(r) (SHARE SUBSTITUTION).

For the avoidance of any doubt, and solely in respect of Section 4(o) (POST CLOSING COVENANT), it is hereby made clear that if the MOC Approval is not granted in accordance with Section 4(o) for any reason whatsoever (including, without limitation, the non approval of a proposed resolution by the meeting of the Company's shareholders), then such result shall not constitute an Event of Default under the Conditions or any other Issue Document, provided that the Issuer shall have complied with any and all of its obligations pursuant to Section 4(o) (including, without limitations, its obligation to convene a shareholders meeting of the Company and vote by virtue of all Shares owned by it at that time in favour of any required resolution).

(q) DILUTION OF SHARES AND OTHER EQUITY INTERESTS: In the event that the Company shall issue any Shares or other equity interests in the Company or securities convertible into Shares or into such other equity interests in the Company to any Interested Party except for bonus shares.
(r) NO LISTING OF NOTES: In the event that (x) the Issuer does not submit all necessary applications and documents required for the Notes to be registered for trading on the TACT (Tel-Aviv Continuous Trading) Institutional Board of the Tel Aviv Stock Exchange ("TACT") within seven (7) Business Days following the Purchase Date, or (y) the Issuer does not utilize its best efforts to cause the registration of the Notes for trading on the TACT within 30 days following the Purchase Date.

11. CURRENCY

(a) Amounts payable in respect of costs, expenses and taxes are payable in the currency in which they are incurred.
(b) All other amounts payable under the Notes shall be paid in US dollars.
(c) To the extent any amount is paid or received by the Noteholders or the Trustee in a currency other than US dollars, then such recipient shall apply the amount received by it in or towards the purchase of US dollars at the rate and upon such other terms (including fees and commissions) offered to it by any bank or other financial institution determined by it. Only the amount of US dollars actually received by the Noteholders or the Trustee, as applicable, following conversion and net of all costs and expenses associated with such conversion shall be deemed the amount paid or received by the Noteholders or the Trustee, as applicable.

12. ENFORCEMENT

(a) The Trustee may at any time, at its discretion and without further notice, or immediately at the request of Noteholder/s holding the Relevant Fraction pursuant to an Extraordinary Resolution or a Written Resolution, institute such proceedings against the Issuer as it or they may think fit to recover any amounts due in respect of the Notes which are unpaid or to enforce any of the rights under this Trust Deed and/or the other Issue Documents, including, without limitation, any and all actions upon the occurrence of a Default or an Event of Default, but it may elect not to take any such proceedings or actions unless it shall have been so directed by Noteholder/s holding the Relevant Fraction (it being clarified that the realisation of the Shares pledged under the Debenture shall be subject to the limitations set forth in Section 7 of the Debenture).
(b) Upon the Trustee first becoming aware of the occurrence of a Default or an Event of Default (as the case may be), the Trustee shall (i) promptly give written notice to the Company pursuant to Section 3 of the Letter of Irrevocable Instructions (as defined in the Trust Deed) to transfer all Distributions by Virtue of the Shares to the HSBC Account (as such terms are defined in the Letter of Irrevocable Instructions); and (ii) from and after the date the Shares pledged under the Debenture shall be registered in the Company's shareholders registry in the name of the Security Trustee (subject to the prior receipt of the MOC Approval), promptly give written notice(s) to the Security Trustee as set forth in Sections 4(i) and (ii) of the Escrow Agreement (as applicable), in each case, unless otherwise instructed by an Extraordinary Resolution or a Written Resolution of the Noteholders. It is hereby agreed that the foregoing shall apply, MUTATIS MUTANDIS, in relation to any additional letters of irrevocable instructions given in respect of any Additional Shares and bonus shares. For the avoidance of doubt, the provisions of this Section 12(b) are in addition to the provisions of Sections 10 and 12(a) above.

13. NOTICES

Every notice or other communication sent to the Noteholders delivered in person or by courier service shall be deemed to have been given upon delivery to the address of each Noteholder as it appears in the Register, those given by facsimile transmission (to the extent a facsimile number was provided by such Noteholder and appears in the Register) shall be deemed given on the Business Day following transmission with confirmed answer back, and all notices and other communications sent by registered mail (or air mail if the posting is international) to the address of each Noteholder as it appears in the Register shall be deemed given five (5) Business Days after posting. All notices shall be made in English.

However, upon registration of the Notes for trading on the TACT, notices to Noteholders holding Note(s) through a nominee company (as opposed to holding them in certificate form and being registered in the Noteholder registry) shall be given by electronic means through the Tel-Aviv Stock Exchange electronic reporting system (MAYA) and notices to Noteholders holding Note(s) in certificate form and being registered in the Noteholder registry shall continue to be given as set forth in the first paragraph above.

14. GOVERNING LAW AND JURISDICTION

(a) GOVERNING LAW: The Trust Deed, the Notes and all matters arising from or connected with it are governed by, and shall be construed in accordance with, the laws of the State of Israel, without regard to conflict of law principles thereof.

(b) JURISDICTION: The competent courts of Tel Aviv - Jaffa have exclusive jurisdiction to settle any dispute (a "DISPUTE"), arising from or connected with the Trust Deed or the Notes (including a dispute regarding the existence, validity or termination of this Trust Deed or Notes) or the consequences of their nullity.

15. NO SET OFF OR COUNTERCLAIM

All payments made by the Issuer under the Issue Documents shall be calculated without reference to any setoff or counterclaim and shall be made free and clear without any deduction for or on account of any setoff or counterclaim.

16. LANGUAGE

It is acknowledged and agreed that English shall be the governing language in the Issue Documents, irrespective of any translations, whether official or unofficial, into any other language.

Filename: exhibit_24.txt

Type: EX-99

Comment/Description:

(this header is not part of the document)

EXHIBIT 24

ESCROW AGREEMENT

This Escrow Agreement (this "AGREEMENT") is made as of this [ ] day of _______, 20__, by and among CHADFIELD LIMITED, a company incorporated under the laws of the British Virgin Islands (the "SECURITY TRUSTEE"), SCAILEX CORPORATION LTD., a company incorporated under the laws of the State of Israel (the "ISSUER"), and HERMETIC TRUST (1975) LTD. a company incorporated under the laws of the State of Israel (the "TRUSTEE", and together with the Issuer and the Security Trustee, the "PARTIES").

WITNESSETH

WHEREAS, the Issuer has issued, on October 28, 2009, US$300,000,000 in aggregate principal amount of Fixed Rate Secured Bullet Notes due 2014 (the "NOTES") such Notes to be governed by the terms of that certain trust deed by and between the Issuer and the Trustee (the "TRUST DEED"); and

WHEREAS, in order to secure its obligations under the Issue Documents (as defined in the Trust Deed) towards the Noteholders, the Trustee and the Security Trustee, the Issuer has created that certain Debenture dated as of October 28, 2009 in favour of the Trustee (for the benefit of the Noteholders, the Trustee and the Security Trustee) (as the same may be amended, supplemented or modified from time to time, and including any additional debenture created pursuant to Sections 4(k) and/or 4(r) of the Conditions, the "DEBENTURE"), pursuant to which the Issuer created on the Purchase Date, INTER ALIA, a first ranking fixed charge over 17,142,858 ordinary shares having a par value of NIS 0.01 each (the "SHARES") of Partner Communications Company Ltd. (the "COMPANY"), together with all rights and privileges attached to such Shares or connected therewith (including, without limitation, dividends and participation in any distributions, bonus shares, voting rights, and any other right vested in the holder of the Shares under any applicable law and the articles of incorporation of the Company); and

WHEREAS, pursuant to the terms and conditions of the Issue Documents upon any Excess Distribution or any Share Substitution (each as defined in the Issue Documents) the Issuer shall create a first ranking fixed charge over additional Shares (and accompanying rights as aforesaid) ("ADDITIONAL SHARES") in favour of the Trustee (for the benefit of the Noteholders, the Trustee and the Security Trustee) in order to secure its obligations under the Issue Documents; and

WHEREAS, pursuant to the Debenture (including any additional debenture executed in relation to any Additional Shares), the Issuer and the Trustee have agreed that subject to the prior written consent of the Israeli Minister of Communications pursuant to Section 4(o) of the Conditions ("MoC APPROVAL"), the Shares (and all Additional Shares) will be transferred and registered in the name of the Security Trustee, free and clear of any lien, charge and rights of any third party (other than under the Debenture) and be maintained in its name in trust for the Trustee (for the benefit of the Noteholders, the Trustee and the Security Trustee, as creditors) and the Issuer (as owner), all in accordance with and subject to the terms and conditions of this Agreement;

WHEREAS, the MoC Approval, a copy of which is attached to this Agreement as Schedule A, was granted on ________;

WHEREAS, the Parties hereto desire to set forth the terms and conditions of the escrow with respect to the Shares (and Additional Shares, if any) to be held by the Security Trustee pursuant to this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and conditions herein contained, the Parties hereto hereby agree as follows:

1. DEFINITIONS. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meaning as ascribed to them in the Trust Deed.
1. ESCROW AND SHARES. On the date hereof:
(i) The Trustee shall deliver to the Security Trustee: (a) the share transfer deed(s) pursuant to which the Issuer shall transfer the Shares (and Additional Shares, if any) in the name of the Security Trustee; and (b) the share certificate(s) evidencing the Shares (and Additional Shares, if any); To the extent the Trustee shall not have possession of share transfer deed(s) or share certificate(s) in relation to any Additional Shares or that share transfer deed(s) or share certificate(s) in relation to any of the Shares and/or Additional Shares previously in the possession of the Trustee shall have been destroyed, lost or otherwise misplaced, then subject to the rendering by the Trustee of (i) reliable evidence to the destruction, loss or misplacement of such share transfer deed(s) or share certificate(s), and (ii) guarantees and indemnities, as may be reasonably required by the Company in accordance with its customary business practice, the Issuer shall cause the Company to issue and deliver to the Security Trustee duly executed replacement documents;
(ii) The Security Trustee shall sign the share transfer deed(s) as transferee and the Issuer shall cause the Company to register the Security Trustee as the holder of the Shares (and Additional Shares, if any) in the Company's shareholders' register and deliver (a) proof of such registration to the Security Trustee in the form of a certified copy of the Company's shareholders' register evidencing the registration of the Shares (and Additional Shares, if any) in the name of the Security Trustee and (b) a new share certificate(s) in the name of the Security Trustee evidencing the Shares (and Additional Shares, if any);
(iii) The Security Trustee shall sign a revocable proxy to the benefit of the Issuer in the form attached hereto as EXHIBIT A (the "PROXY") which shall provide that until such time as the Company receives written revocation of the Proxy executed by the Security Trustee (with a copy to the Issuer and the Trustee), the Issuer shall have the right to participate as proxy and vote by virtue of the Shares (and Additional Shares, if any) registered in the name of the Security Trustee in all general meetings of the Company's shareholders; and
(iv) The Security Trustee shall sign a revocable instruction letter to the Company in the form attached hereto as EXHIBIT B (the "INSTRUCTION LETTER") which shall provide that until such time as the Company receives written notice executed by the Security Trustee (with a copy to the Issuer and the Trustee), as set forth in Section 4(i) below, any dividends payable by virtue of the Shares (and Additional Shares, if any) registered in the name of the Security Trustee shall be paid directly to the Issuer, or to any other person or entity as the Issuer shall direct in writing.
It is hereby clarified and agreed that if and to the extent that following the date hereof and performance of the actions set forth in this Section 2 above, the Issuer shall pledge any Additional Shares in favour of the Trustee (for the benefit of the Noteholders, the Trustee and the Security Trustee) in order to secure its obligations under the Issue Documents, then the parties shall perform the above actions, MUTATIS MUTANDIS, in relation to any such Additional Shares (and the provisions of this Agreement shall govern such Additional Shares).
1. ESCROW PERIOD. The Shares (and Additional Shares, if any) shall be held by the Security Trustee in trust for the benefit of (i) the Noteholders, the Trustee and the Security Trustee, as creditors, and (ii) the Issuer, as owner, for the entire period in which Shares (and Additional Shares, if any) shall be pledged in favour of the Trustee or until the Trustee or the Noteholder/s, as the case may be, exercise their rights with respect to the Shares (and Additional Shares, if any) pursuant to the terms of the Debenture (which ever occurs earlier) (the "ESCROW PERIOD").
1. INSTRUCTING THE SECURITY TRUSTEE. Unless otherwise specified in writing by the Trustee, the Security Trustee shall only accept instructions from the Trustee.
(i) In the event that the Trustee shall serve written notice on the Security Trustee that a Default has occurred under the terms of the Notes, the Security Trustee shall send a written notice to the Company (with a copy to the Issuer and the Trustee) (a) terminating the Proxy and the Instruction Letter and (b) instructing the Company to pay any dividends payable by virtue of the Shares (and Additional Shares, if any) registered in the name of the Security Trustee to account no. 101-014504 in the name of the Issuer at HSBC Bank plc Tel-Aviv branch, and this until further notice from the Security Trustee, in each case unless otherwise instructed by the Trustee.
(ii) In the event that the Trustee shall serve written notice on the Security Trustee that an Event of Default has occurred, the Security Trustee shall (a) to the extent the Security Trustee was not instructed to terminate the Proxy and/or the Instructions Letter prior to such date, send a written notice to the Company terminating the Proxy and the Instructions Letter and instruct the Company to pay dividends payable by virtue of the Shares (and Additional Shares, if any) registered in the name of the Security Trustee to the account specified in Section 4(i)(b) above; and (b) take such action as the Trustee shall direct in order to enforce the security interest created under the Debenture (including any additional debenture executed in relation to any Additional Shares).
(iii) In the event that the Trustee shall serve written notice on the Security Trustee notifying the Security Trustee that all amounts due in respect of the Notes have been paid in full, the Security Trustee shall transfer the Shares (and Additional Shares, if any) into the name of the Issuer by delivery to the Issuer of share certificate or certificates evidencing the Shares (and Additional Shares, if any) and a signed share transfer deed in the form of EXHIBIT C in the name of the Issuer.
1. COMMUNICATION WITH SECURITY TRUSTEE; ADDITIONAL ACTIONS BY THE SECURITY TRUSTEE
(i) The Security Trustee shall only accept instructions by telefax, hand delivery or mail or by a combination of these methods.
(ii) The Security Trustee shall be entitled to request information relating to any instructions so as to satisfy itself that such instructions comply with the requirements of this Agreement and do not in any manner contravene any applicable law.
(iii) It is agreed that any obligation on the part of the Security Trustee hereunder is at all times subject to the condition that (a) the action requested is lawful and (b) there is not in force any regulatory order, instruction or request contrary to the action requested. The Security Trustee shall be entitled to determine, in its sole discretion, whether the conditions stated in (a) or (b) above are satisfied.

6. EXCULPATORY PROVISIONS.

(i) The Security Trustee shall be obligated only for the performance of such duties as are specifically set forth herein. The Security Trustee shall not be liable for forgeries or false documentations or presentations provided to it and which it relied upon in good faith. The Security Trustee shall not be liable for any act done or omitted hereunder as Security Trustee except for any act done or omitted with willful misconduct, willful default or fraud.

The duties of the Security Trustee shall be entirely administrative and not discretionary. The Security Trustee shall be obligated to act only in accordance with written instructions received by it as provided in this Agreement. Notwithstanding the aforesaid, the Security Trustee will be authorized to comply with any orders, judgments or decrees of any court with competent jurisdiction and shall not be liable, and shall not be deemed to have acted with willful misconduct, willful default or fraud as a result of its compliance with the same. In case the Security Trustee obeys or complies with any such order, judgment or decree of any competent court, the Security Trustee shall not be liable to any of the other Parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside or vacated.

The Security Trustee may consult with a reputable Israeli legal counsel, in connection with its duties hereunder or as to any other matter relating to this Agreement, and such reasonable fees and expenses may be charged to, and paid by the Issuer, in respect of any question arising under this Agreement, and the Security Trustee shall not be liable, and shall not be deemed to have acted with willful misconduct, willful default or fraud for any action taken or omitted in good faith upon advice of such counsel.

The Security Trustee shall not be required to expend or risk any of its own funds or otherwise incur any financial liability (including tax liability) in the performance of any of its duties hereunder and it shall be fully reimbursed by the Issuer for such financial liability incurred by it.

The Security Trustee will be under no obligation whatsoever to review any additional documents between the Issuer and the Trustee other than this Agreement.

(ii) The Security Trustee shall not be liable in any respect on account of the identity, authority or rights of the Parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for thereunder and it may rely absolutely upon the genuineness and authorization of the signature and purported signature of any Party and upon any instruction, notice, release, receipt or other document delivered to it pursuant to this Agreement.
(iii) At such time as the Security Trustee shall no longer be registered as the owner of the Shares (and the Additional Shares, if any) in accordance with the terms of this Agreement, including but not limited to by reason of the Security Trustee's resignation in accordance with the terms hereof, the Security Trustee shall have no further duties, responsibilities or obligations hereunder.
(iv) If any controversy arises between the Parties hereto or with any third Person, the Security Trustee shall not be required to determine the same or to take any action, but the Security Trustee in its discretion may institute such interpleader or other proceedings, in any court of competent jurisdiction, in connection therewith as the Security Trustee may deem proper, and in following either course, the Security Trustee shall not be liable and shall be indemnified and held harmless by the Issuer in respect thereof to the Security Trustee's satisfaction.
(v) Should the Security Trustee be subject to regulatory investigation in any country due to actions on the part of any of the Parties or any connected and/or related Person, it is declared that the Security Trustee is authorized to comply with all statutory, professional and regulatory requirements in a reasonable manner, including the disclosure of the identity of the Parties and the transactions carried out through the Parties.
1. ALTERATION OF DUTIES. The duties of the Security Trustee may be altered, amended, modified or revoked only by a written document signed by all Parties including the Security Trustee.
1. RESPONSIBILITIES OF ISSUER. The Issuer hereby covenants and agrees to (i) fulfill all obligations of a shareholder under any Applicable Law and/or the Articles of Association of the Company, including by virtue of being an Interested Party in the Company and (ii) report to the Trustee as to any resolution which was passed at the general meetings of the Company in which the Issuer was given a power of attorney to vote, whether or not the Issuer actually voted, provided, however, that solely in relation to sub-section (ii) of this Section 8, as long as the Company's securities are listed on the Tel-Aviv Stock Exchange, the Issuer shall be exempt from such obligation if it referred the Trustee, in accordance with Section 4.11 of the Debenture, to the Company's report advising the public on the convening of such general meeting.

Notwithstanding any other provision contained herein, the Security Trustee shall not be obliged to provide the Issuer with notices or any other information of any kind whatsoever which shall be received by the Security Trustee from the Company. The Issuer hereby acknowledges (and the Security Trustee agrees) that insofar as the Issuer requires such notices or other of information as aforesaid, it may obtain such relevant notices or information from the Company or otherwise, notwithstanding that the Issuer does not appear or shall not appear in the register of shareholders of the Company.

9. RESIGNATION AND REMOVAL OF THE SECURITY TRUSTEE.

Notwithstanding any other provision contained herein, the Security Trustee may resign as Security Trustee at any time with or without cause by giving at least 30 (thirty) days' prior written notice to each of the Issuer and the Trustee, provided that the retirement of any Security Trustee shall become effective only after an alternate security trustee shall have been appointed as set forth below.

In addition, the Issuer and the Trustee (subject to approval by way of an Extraordinary Resolution or a Written Resolution pursuant to the Trust Deed) may jointly remove the Security Trustee as Security Trustee at any time with or without cause, by an instrument (which may be executed in counterparts) given to the Security Trustee, which instrument shall designate the effective date of such removal.

In the event of any such resignation or removal, a successor Security Trustee, which shall be a bank, law firm, or trust company organized under the laws of the State of Israel, shall be appointed by the Trustee (subject to approval by way of an Extraordinary Resolution or a Written Resolution pursuant to the Trust Deed) with the approval of the Issuer, which approval shall not be unreasonably withheld or delayed. Any such successor Security Trustee shall deliver to the Issuer and the Trustee a written instrument accepting such appointment, and thereupon and subject to approval by the Ministry of Communications it shall succeed all the rights and duties of the Security Trustee hereunder and shall be entitled to receive and hold the Shares (and Additional Shares, if any) according to the terms of this Agreement, provided that the Security Trustee may not transfer the Shares (and Additional Shares, if any) to any successor Security Trustee until it has received written notice from the Issuer and the Trustee of such appointment and acceptance, such notice to include the identity of the successor Security Trustee.

1. FURTHER INSTRUMENTS. If the Security Trustee reasonably requires other or further instruments in connection with the performance of its duties hereunder, the necessary Parties shall join in furnishing such instruments without delay.
1. DISPUTES. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Shares (and Additional Shares, if any) registered in the name of the Security Trustee hereunder, the Security Trustee is authorized and directed to act in accordance with, and in reliance upon, the terms hereof.
1. ESCROW FEES AND EXPENSES. The reasonable fees of any successor Security Trustee, which is not an affiliate of the Investor, and the reasonable expenses of the Security Trustee (including any successor Security Trustee) shall be paid for by the Issuer.
1. INDEMNIFICATION. In consideration of the Security Trustee's acceptance of this appointment, the Issuer agrees, to indemnify and hold the Security Trustee and any of its employees and representatives (the "INDEMNIFIED PERSONS") harmless as to any liability, claim, loss, damage, cost or other expense incurred by any Indemnified Person by reason of its having accepted such appointment or in carrying out the terms hereof, and to reimburse such Indemnified Person for all its reasonable costs and expenses, including, among other things, counsel fees and expenses, reasonably incurred by reason of any matter as to which an indemnity is paid; PROVIDED, HOWEVER, that no indemnity will be paid in case of the Security Trustee's willful misconduct, willful default, fraud or gross negligence in relation to its duties under this Agreement.

14. GENERAL.

(i) Any notice given hereunder shall be sent to the following addresses:

FOR THE ISSUER:

If to the Issuer: Scailex Corporation Ltd.

48 Ben Zion Galis St, Segula Industrial Park, Petach Tikva, Israel 49277 Facsimile: +972 3 930 0424

Attn.: CEO

With a copy to (which shall Yossi Avraham & Co.

not constitute notice): Advocates

3 Daniel Frisch St. Tel Aviv, Israel 64731 Facsimile: +972 - 3 - 6963801 Attn: Yossi Avraham, Adv.

If to the Trustee Hermetic Trust (1975) Ltd.

113 Hayarkon Street Tel-Aviv, Israel

Facsimile: +972-3-5271736

Attn: Chairman of Board or Joint CEO

If to the Security Trustee Chadfield Limited,

P.O. Box 957, Offshore Corporations Centre, Road Town, Tortola, the British Virgin Islands

Facsimile No.:+1284 494 5132;

Attn: Director.

not constitute notice): Singapore;

With copies to (which shall c/o 1 Coleman Street, #08-07 The Adelphi,

Facsimile No: +65 6448 1512 Attn: Robin Sng, Director

c/o 22/F, Hutchison House,

10 Harcourt Road

Hong Kong

Facsimile: + 852 2128 1778 Attn: Company Secretary

or to such other address as any Party may have furnished in writing to the other Parties in the manner provided above. Every notice or other communication sent to or delivered in person or by courier service shall be deemed to have been given upon delivery, those given by facsimile transmission shall be deemed given on the Business Day following transmission with confirmed answer back, and all notices and other communications sent by registered mail (or air mail if the posting is international) shall be deemed given five (5) Business Days after posting. All notices shall be made in English.

The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(ii) This Agreement may be executed in any number of counterparts, each of which when so executed shall constitute an original copy hereof, but all of which together shall constitute one agreement.
(iii) No Party may, without the prior express written consent of each other Party, assign this Agreement in whole or in part. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Parties hereto
(iv) As between the Parties hereto, in the event that the terms of this Agreement conflict in any way with the provisions of the Debenture or any of the other documents referred to in the Debenture, the provisions of this Agreement shall prevail.
(v) This Agreement and all matters arising from or connected with it are governed by, and shall be construed in accordance with, the laws of the State of Israel, without regard to conflict of law principles thereof.
(vi) The competent courts of Tel Aviv Jaffa have exclusive jurisdiction to settle any dispute (a "Dispute"), arising from or connected with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) or the consequences of its nullity.
(vii) The Parties hereto acknowledge and agree that English shall be the governing language in this Escrow Agreement, irrespective of any translations, whether official or unofficial, into any other language.

[REMINDER OF PAGE INTENTIONALLY LEFT BLANK]

the date first above written.

Title: ______________________________

SCAILEX CORPORATION LTD.
By:
Name:
Title:
HERMETIC TRUST (1975) LTD.
By:
Name:
Title:
CHADFIELD LIMITED
By:
Name:

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of

Title: ___________

EXHIBIT A

FORM OF PROXY

The undersigned, CHADFIELD LIMITED being the registered holder of 17,142,858ordinary shares of Partner Communications Company Ltd. (the "COMPANY") numberedto (and including) hereby appoints Scailex CorporationLtd. to act as its proxy to, participate and vote by virtue of the said sharesat any meeting of the shareholders of the Company and at any adjournmentthereof.
This proxy shall remain in full force and effect until such time as you receivewritten revocation of the same executed by the undersigned.
Signed thisday of, 2009

CHADFIELD LIMITED
By:

EXHIBIT B

FORM OF INSTRUCTION LETTER

The undersigned, Chadfield Limited being the registered holder of 17,142,858
ordinary shares of Partner Communications Company Ltd. (the "COMPANY") numbered
to (and including) hereby instructs the Company that any
dividends payable in respect of the shares registered in the name of Chadfield
Limited shall be paid directly to Scailex Corporation Ltd. ("SCAILEX") (to such
account as Scailex shall notify you in writing from time to time) or to any
other person or entity as Scailex shall direct in writing, until such time as
the Company receives written revocation of this Instruction Letter executed by
the undersigned.

Signed thisday of, 2009




CHADFIELD LIMITED

By:

Title:

EXHIBIT C

SHARE TRANSFER DEED

DEED OF TRANSFER

The undersigned, (hereinafter: the "TRANSFEROR") of
, do hereby transfer to
(hereinafter: the "TRANSFEREE") of
, Ordinary Shares of
nominal value NIS 0.01 each, (hereinafter the "SHARES"), in Partner

Communications Company Ltd. (hereinafter: the "COMPANY") to hold unto the
Transferee, its executors, administrators and assigns, subject to the same terms
and conditions on which we held the same at the time of the execution hereof,
and the undersigned, the said Transferee, do hereby agree to take the said
Shares subject to the aforesaid terms and conditions.

IN WITNESS WHEREOF WE HAVE HEREUNTO SET OUR HANDS THIS DAY OF,


The Transferor:	The Transferee:



Name:	Name:

Title:	Title:

Signatures :	Signatures :

Witness to the Signature of the	Witness to the Signature of the
Transferor:	Transferee:

Name:	Name:

Signatures :	Signatures :

AI assistant

Partner Communications Co Ltd. — Major Shareholding Notification 2009

6974_rns_2009-12-06_8c90fbbb-610c-4ae7-8bf8-c16b45d707eb.pdf

ITEM 1. SECURITY AND ISSUER

ITEM 2. IDENTITY AND BACKGROUND.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

THE BOND OFFERINGS

THE PRIVATE ALLOTMENT

THE VENDOR'S LOAN

BANK FINANCING AGREEMENTS

SALE OF PARTNER SHARES

ITEM 4. PURPOSE OF TRANSACTION.

(a) and (b)

ACQUISITION AGREEMENT

REGISTRATION RIGHTS AGREEMENT

SALE OF PARTNER SHARES

YASHIR ACQUISITION

EUROCOM ACQUISITION

SIGNATURES

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

JOINT FILING AGREEMENT

TABLE OF CONTENTS

SECTION 6 - LIMITATIONS ON LIABILITIES

SHARE PURCHASE AGREEMENT

WHEREAS:

1. DEFINITIONS

1.2 CONSTRUCTION.

1.3 HEADINGS.

1.4 EXHIBITS.

1.5 NO STRICT CONSTRUCTION.

2. PURCHASE AND SALE OF THE PURCHASE SHARES

2.1 AGREEMENT TO PURCHASE AND SELL.

2.2 PURCHASE PRICE.

2.3 DEPOSIT

2.4 CLOSING.

2.5 CONDITIONS TO CLOSING.

2.6 TAX WITHHOLDING.

2.7 SALE ON "AS IS" BASIS.

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER

3.1 Organisation and Authority.

3.2 CAPITALISATION.

3.3 CONSENTS AND APPROVALS; NO CONFLICT.

3.4 LITIGATION.

3.5 RELATED PARTY TRANSACTIONS.

3.6 DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1 ORGANISATION AND AUTHORITY.

4.2 CAPITALISATION.

4.3 CONSENT AND APPROVALS; NO CONFLICT.

4.4 BROKERS.

4.5 LITIGATION.

4.6 FINANCING.

4.7 ADDITIONAL ASSURANCES.

4.8 INVESTMENT MATTERS.

4.9 OTHER INFORMATION.

4.10 LICENCES AND RELATED REGULATIONS.

4.11 CONDITION OF THE COMPANY.

4.12 ACKNOWLEDGEMENT.

5. COVENANTS

5.1 INTERIM COVENANTS.

5.2 CAPITALISATION OF THE PURCHASER.

5.3 ANNOUNCEMENTS.

5.4 INSURANCE ARRANGEMENTS.

5.5 FURTHER ASSURANCE.

5.6 FINANCING.

6. LIMITATIONS ON LIABILITIES

6.1 SURVIVAL.

6.2 LIMITATIONS ON LIABILITY OF SELLER.

6.3 TIME LIMITS.

6.4 NET LOSSES AND SUBROGATION.

7. TERMINATION

7.2 PROCEDURE UPON TERMINATION.

7.3 EFFECT OF TERMINATION.

7.4 SPECIFIC PERFORMANCE.

8. MISCELLANEOUS

8.2 NOTICES.

8.3 SUCCESSORS AND ASSIGNS.

8.4 EXPENSES.

8.5 DELAYS OR OMISSIONS; WAIVER.

Partner Communications Co Ltd. Major Shareholding Notification 2009