exhibit_99-1.htm

26.	Indemnification of Trustee

26.1.

The Company and the Debenture Holders (on the relevant effective date, as set forth in Section 26.6 below, each with respect to its undertaking as provided in Section 26.3 below) hereby undertake to indemnify the Trustee and all officers thereof, and its employees, shareholders, agent or expert appointed under this Indenture and/or pursuant to a resolution that is adopted at a meeting of Debenture Holders in accordance with the provisions of this Indenture ("Indemnitees"):

26.1.1.

For any reasonable expense disbursed and/or to be disbursed and/or damage and/or payment and/or monetary charge, pursuant to a conclusive ruling (with respect to which no stay of execution was issued) or pursuant to a concluded settlement (and to the extent the settlement pertains to the Company, the Company's consent to the settlement was given) on grounds related to actions performed by the Indemnitees or which they are required to perform under the provisions of this Indenture and/or under law and/or instruction of a competent authority and/or applicable law and/or at the request of the Debenture Holders and/or at the Company's request; and

26.1.2.

With respect to remuneration to the Indemnitees and reasonable expenses disbursed and/or to be disbursed, including in the performance of the duties of the trust or in connection with such actions which they deem to be necessary in the performance of the foregoing and/or in connection with the exercise of the powers and authorizations conferred hereunder, and in connection with all manners of legal proceedings, legal and other expert opinions, negotiations, discussions, expenses, dissolution proceedings, collection proceedings, debt arrangements, debt status evaluation, valuations and travel and/or other expenses, provided that they are reasonable, for the purpose of examining and/or handling and/or exercising any of the assets encumbered under the collateral (if at all), in claims and demands pertaining to any matter performed and/or not performed in any manner in connection with the foregoing.

The foregoing is provided that:

26.1.3.

The Indemnitees do not demand indemnity in advance with respect to a matter that requires immediate attention, without derogating from their right to demand indemnification retroactively;

26.1.4.

No final judicial ruling has been rendered establishing that the Indemnitees acted in bad faith and such action was taken in the performance of their duties contrary to the provisions of the law;

26.1.5.

No final judicial ruling has been rendered establishing that the Indemnitees were negligent in a manner that is not exempt by the law in effect from time to time;

26.1.6.

No final judicial ruling has been rendered which established that the Indemnitees acted maliciously;

26.1.7.

The Trustee provided the Company with written notice, immediately after becoming aware of any such claim and/or demand, and allowed the Company to conduct the proceedings, unless the proceedings are being administered by the Trustee's insurance company or if the company is faced with a conflict of interest.

The indemnification undertakings under this Section 26.1 shall be called the "Indemnification Undertaking."

Even if it is asserted against the Indemnitees that they are not entitled to indemnification for any reason, the Indemnitees shall be entitled, immediately upon their first demand, to payment of the amount owing to them under the Indemnification Undertaking. Should it be found in a final judicial ruling that the Indemnitees are not entitled to indemnification, the Indemnitees shall return the indemnification amounts paid to them.

26.2.

Without derogating from the validity of the Indemnification Undertaking in Section 26.1 above, any time the Trustee is required, under the terms of the Indenture and/or the law and/or the instructions of a competent authority and/or applicable law and/or the demand of the Debenture Holders and/or a demand of the Company, to perform an action, including, without limitation, instituting proceedings or filing claims at the request of the Debenture Holders, as set forth herein, the Trustee may refrain from performing such action until such time as a monetary deposit is received, to its satisfaction, to cover the Indemnification Undertaking (the "Financing Cushion") by first priority from the Company. In the event the Company does not deposit the Financial Cushion on the date it is required by the Trustee to do so, the Trustee shall, on the effective date (as set forth in Section 26.6 below), submit the Debenture Holders a request to remit to the Trustee the Financing Cushion amount, on a pro rata basis (as such term is defined below). To the extent the Debenture Holders fail to actually remit the entire Financing Cushion amount, the Trustee shall be under no obligation to take any action or institute the relevant proceedings. Nothing in the foregoing releases the Trustee from taking immediate action as required to prevent the rights of the Debenture Holders from being adversely affected.

26.3.

The Trustee is authorized to determine the Financing Cushion amount and may create an additional financing cushion, from time to time, in an amount determined by the Trustee. In addition, without derogating from the right to compensation afforded to the Trustee under law and under this Indenture and/or the Company's obligations under this Indenture, the Indemnitees shall be entitled to indemnification out of the funds received by the Trustee from proceedings it instituted, with respect to undertakings they had assumed, with respect to reasonable expenses they incurred in the performance of the duties of the trust or in connection with those actions they deemed to be necessary in the performance of such duties and/or in connection with the exercise of the powers and authorities conferred under this Indenture and in connection with all manners of legal proceedings, legal and other expert opinions, negotiations, discussions, claims and demands pertaining to any manner and/or item performed and/or not performed in any manner in connection with the foregoing, and the Trustee may withhold the funds in its possession and pay out of such funds the monies required for payment of such indemnification. All such amounts shall take precedence over the rights of the Debenture Holders and subject to the provisions of applicable law, provided that the Trustee has acted in good faith and in accordance with the duties imposed thereon under applicable law and this Indenture. For purposes of this section, an act of the Trustee which is authorized by the Company and/or the Debenture Holders shall be deemed to be an action which was reasonably required.

26.4.

The Indemnification Undertaking

26.4.1.

Shall apply to the Company in the event of (1) actions that were taken and/or required in accordance with this Indenture or for the protection of the Debenture Holders' rights (including upon the demand of a Holder which is required for the purpose of such protection); and (2) actions performed and/or required at the Company's demand.

26.4.2.

Shall apply to the Holders who held the Debentures on the effective date (as set forth in Section 26.6 below) in the event of (1) actions performed and/or required at the Debenture Holders' demand (with the exception of such actions taken at the Holders' demand for the protection of the Debenture Holders' rights); and (2) non-payment by the Company of the Indemnification Undertaking amount applying thereto under subsection (a) above.

It is clarified that the Trustee may not delay an action that is urgently required in order to prevent a violation of the Debenture Holders' rights in order to obtain indemnification or approval from the Holders to perform the action; the foregoing, however, shall not prejudice its right to make such inquiry retroactively.

26.5.

In the event that (a) the Company fails to pay the amounts required to cover the Indemnification Undertaking amount and/or fails to deposit the Financing Cushion amount, as the case may be; and/or (b) the indemnification duty applies to the Holders pursuant to Section 26.4.2 above and/or the Debenture Holders were requested to deposit the Financing Cushion amount pursuant to Section 26.2 above, the following provisions shall apply:

The funds shall be collected in the following manner:

First – the amount shall be funded out of the interest and/or principal amounts which the Company is require to pay to all Debenture Holders after the date of the required action, and the provisions of Section 10 above shall apply;

Second – should the Trustee believe that the amounts deposited in the Financing Cushion are insufficient to cover the Indemnification Undertaking, the Holders who held Debentures on the effective date (as set forth in Section 26.6 below) shall deposit the missing amount with the Trustee on a pro rata basis (as such term is defined below). The amount deposited by each Holder shall bear annual interest at a rate equal to the fixed interest on the Debentures (as set forth in the First Schedule) and shall be paid in the order of priority as set forth in Section 26.7 below.

"Pro Rata" means: the pro rata portion of the Debentures held by the Holder on the relevant effective date, as set forth in Section 26.6 below, out of the total nominal value in circulation at the time. It is clarified that the calculation of the pro rata portion shall remain fixed including if there is a change in the nominal value of the Debentures held by the Holder after such date.

26.6.

The effective date for establishing a Holder's liability under the "Indemnification Undertaking" and/or payment of the Financing Cushion shall be as follows:

26.6.1.

In the event the Indemnification Undertaking and/or payment of the Financing Cushion is required as a result of a decision or urgent action required in order to prevent the Debenture Holders' rights from being adversely affected, without a prior resolution by a meeting of Debenture Holders – the effective date for liability shall be the end of the Trading Day of the day on which the action is taken or the decision adopted, and if such day is not a Trading Day, then the preceding Trading Day.

26.6.2.

In the event the Indemnification Undertaking and/or payment of the Financing Cushion are required as a result of a resolution by a meeting of Debenture Holders – the effective date for liability shall be the effective date for participating in the meeting (as such date is indicated in the notification) and shall also apply to a Holder who was not present or did not participate in the Meeting.

No payment by the Holders, in lieu of the Company, of any amount applying to the Company under this Section 26, shall release the Company from its responsibility to bear such payment.

26.7.

With respect to the order of priority for reimbursement to Holders who bore payments under this Section out of the proceeds in the Trustee's possession, see Section 11 above.

27.

Release

To the extent it is proven, to the satisfaction of the Trustee for the Debentures (Series D), that all of the Debentures of such series have been paid up and redeemed in full, or when the Company deposits in trust with the Trustee sums which are sufficient to redeem the Debentures (and subject to the terms of linkage and interest) which have not been presented for redemption, and when it is proven to the Trustee's satisfaction that all of the undertakings and expenses assumed or incurred by the Trustee in connection with this Indenture and under the terms hereof have been paid in full, then the Trustee shall be required, at the Company's first demand, to act with respect to the funds deposited therewith (to the extent deposited) in connection with Debentures for which redemption was not sought – in accordance with the terms of this Indenture.

28.

Notices

28.1.

Notices by the Company and/or Trustee to Debenture Holders shall be issued by way of reporting via the Securities Authority's Magna system; (the Trustee may instruct the Company and the Company shall be required to immediately report, in the Trustee's name and via the Magna system, any report as provided verbatim and in writing by the Trustee to the Company). In instances in which the law so requires, including in the instances described above, such notice shall also be given by way of publishing the notice in two daily newspapers with a wide distribution, which are published in Israel and in Hebrew: (a) an arrangement or settlement pursuant to Section 350 of the Companies Law; (b) a merger. Any notice so published or sent shall be deemed to have been issued to the Debenture Holder on such date of publication (via the Magna system or in the press, as applicable).

28.2.

In the event the Company ceases reporting in accordance with the Securities Law, any notice by the Company and/or the Trustee for the Debenture Holders shall be given by publication in two newspapers with a wide distribution that are published in Israel in Hebrew. Any notice so issued shall be deemed to have been provided to the Debenture Holders three (3) Business Days as of the date of publication.

28.3.

Notices or demands provided by the Trustee to the Company may be sent by registered mail to the address designated in the Indenture, or to another address as instructed by the Company to the Trustee in writing, or by facsimile, courier and/or by e-mail, and any such notice or demand shall be deemed to have been received by the Company: (1) if sent via registered mail – three Business Days after having been posted by mail; (2) if transmitted by fax (together with telephone confirmation of receipt) and/or via e-mail – one Business Day after having been transmitted; (3) if delivered by courier – upon delivery to the recipient or upon being offered to the recipient, as applicable.

28.4.

Notices or demands sent by the Company to the Trustee may be sent via registered mail to the address designated on the Indenture, or to another address as the Trustee may instruct the Company in writing, or via facsimile, courier and/or e-mail, and such notice or demand shall be deemed to have been received by the Trustee: (1) if sent via registered mail – three Business Days after having been posted by mail; (2) if transmitted by facsimile (together with telephone confirmation of receipt) and/or e-mail – one Business Day after having been transmitted; (3) if sent by courier – upon delivery to the recipient or upon being offered to the recipient, as applicable.

28.5.

Copies of the notices issued by the Company and/or Trustee to the Debenture Holders shall also be issued by the Company via immediate report, a copy of which shall be given to the Trustee.

29.	Waiver, Settlement, Changes to Terms of Indenture; Debentures

29.1.

The Trustee may, from time to time and at any time, if it believes that doing so will not prejudice the rights of the Holders of the Debentures (Series D), as applicable, waive any breach or non-performance by the Company of any of the terms of the Indentures, subject to the provisions of applicable law and other than a change in the due dates for payment under the terms of the Debentures (Series D), its interest rate, the grounds for demanding immediate repayment, reports which the Company is required to provide to the Trustee, and with respect to a change in the Trustee's identity or fees under the Indenture.

29.2.

Subject to applicable law including the Companies Law and the regulations promulgated thereunder, including Section 350 of the Companies Law, and upon prior approval in a resolution adopted by the majority of Holders of at least two-thirds of the balance of the nominal value of the Debentures (Series D) represented at a vote (without abstaining votes) in a meeting at which the Holders of at least fifty percent (50%) of the balance of the nominal value of the balance of the principal amount of the Debentures in circulation were present, alone or by proxy, or at an adjourned meeting in which Holders who hold at least twenty percent (20%) of such balance were present, alone or by proxy, the Trustee may, whether before or after the principal amount of the Debentures (Series D) becomes payable, settle with the Company in connection with any right or claim of the Holders of the Debentures (Series D) and agree with the Company on any settlement, including a waiver of any right or claim thereof and/or of the Debenture Holders, provided that reference is not made to a debt arrangement as set forth in Section 350q of the Companies Law.

29.3.

To the extent the Trustee settles with the Company after receiving the prior approval of the General Meeting of Debenture Holders, as aforementioned, the Trustee shall be exempt from liability for such action, as approved by the General Meeting, provided that the Trustee did not breach its fiduciary duty and did not act in bad faith or with malicious intent in implementing the resolution of the meeting.

29.4.

Subject to the provisions of applicable law, the Company and Trustee may, whether before or after the principal amount of the Debentures (Series D) becomes payable, amend the Indenture and/or terms of the Debentures of the same series, if one of the following occurs:

29.4.1.

The Trustee believes that the change does not affect holders of the Debentures of such series. The provisions of this paragraph shall not apply to changes in payment dates under the terms of the Debentures of such series, its interest rate, grounds for demanding immediate repayment, or reports which the Company is required to give the Trustee, and with respect to a change in the Trustee's identity or fee in the Indenture, in order to appoint a trustee in lieu of the Trustee whose term of office has ended.

29.4.2.

Subject to the provisions of the Securities Law and the Companies Law and the regulations promulgated thereunder, including Section 350 of the Companies Law, and upon prior approval of the Debenture Holders who agreed to the change in a resolution adopted at the Meeting by a majority of Holders who hold at least two thirds of the balance of the nominal value of the Debentures who are represented at the meeting (without abstaining votes) in which Holders who hold at least fifty percent (50%) of the balance of the nominal value of the Debentures were present, alone or by proxy, or at adjourned meeting at which Holders who hold at least twenty percent (20%) of such balance were present, alone or by proxy, all subject to applicable law.

29.5.

The Company and/or Trustee shall notify all Holders of the Debentures (Series D), via the Magna system only, of any change and/or waiver as set forth in Section 29.4 of the Indenture, immediately after the occurrence of the foregoing.

29.6.

To the extent the Trustee's right under this Section 27 above is exercised with respect to the Debentures (Series D), the Trustee shall be entitled to demand that the Holders provide it or the Company with the Debenture Certificates, in order to record a note of any such waiver, settlement, modification or amendment and, at the Trustee's request, the Company shall record such a note in the certificates that are furnished thereto.

29.7.

Without derogating from the foregoing, the terms of the Debentures shall also be amendable in the framework of a settlement or arrangement which has been approved by the court pursuant to Section 350 of the Companies Law.

30.	Register of Debenture Holders

The Company shall keep and maintain at its registered offices a register of Debenture Holders in accordance with the provisions of the Securities Law, which shall be open for inspection to any person.

The Company shall not be required to enter any notice in the Register of Debenture Holders concerning an explicit, implicit or presumed trust, or a pledge or lien of any kind or any equitable right, action or setoff or other right with respect to the Debentures. The Company shall only acknowledge the ownership of the person in whose name the Debentures were registered. The legal heirs, administrators or executors of the registered Holder and any person who shall be entitled to the Debentures due to the bankruptcy of any registered Holder (and if it is a corporation – due to its dissolution) may be registered as the Holders thereof after providing proofs which the Company deems to suffice to prove their right to be registered as Holders thereof.

31.	Meetings of Debenture Holders

The convening of a meeting of Debenture Holders, the method of conducting the meeting and various conditions pertaining thereto shall be in accordance with the Second Schedule.

32.	Trustee's Liability

32.1.

Notwithstanding the provisions of applicable law and the Indenture, a Trustee who acted in the performance of its duties in good faith and within a reasonable amount of time and clarified the facts which a reasonable Trustee would have clarified in the circumstances of the matter, shall not be liable towards a Debenture Holder for damage caused thereto as a result of the Trustee exercising discretion under Section 35h(d1) or 35i1 of the Law, unless the claimant proves that the Trustee acted with gross negligence. It is clarified that should any conflict arise between the provisions of this Section and another provision of the Indenture, the provisions of this Section shall prevail.

32.2.

Should the Trustee act in good faith and without negligence in accordance with the provisions of Sections 35h(d2) and 35h(d3) of the Law, it shall not be liable for the performance of such action.

33.	Applicable Law

The Indenture and its annexes, including the Debenture Certificates, shall be governed by the Israeli law in effect from time to time. With respect to any matter not mentioned herein or a conflict between the provisions of the law and the TASE Rules and Regulations which may not be made conditional and this Indenture, the parties shall comply with Israeli law and the TASE Rules and Regulations. Without derogating from the foregoing, with respect to any matter not mentioned herein and in the event of a contradiction between the provisions of the Securities Law which may not be made conditional and this Indenture, the parties shall comply with the Securities Law.

34.	Miscellaneous

In the event of a contradiction between the provisions described in the Prospectus in connection with this Indenture and/of the Debentures and the provisions of this Indenture and the Debentures, the provisions of this Indenture shall prevail.

35.	Exclusive Jurisdiction

The competent court in Tel Aviv-Jaffa shall have sole jurisdiction to adjudicate matters connected to the Indenture and the appendices hereto.

36.

General

Without derogating from any other provision of this Indenture and the Debenture, no waiver, extension, discount, silence or abstaining from action ("waiver") by the Trustee with respect to the non-performance or partial or incorrect performance of any of the undertakings towards the Trustee under this Indenture and the Debenture, shall be deemed to be a waiver by the Trustee of any right, but rather as consent limited to the particular instance in which it was granted. Without derogating from the other provisions of this Indenture and the Debenture, any modification of undertakings towards the Trustee shall require the Trustee's prior written consent. No other consent, whether verbal or by way of a waiver or abstaining from action or in an otherwise unwritten manner, shall be deemed to be a consent. The Trustee's rights under this Agreement are independent of one another, and are in addition to any right vested and/or to be vested in the Trustee under law and/or agreement (including this Indenture and the Debenture).

37.

Addresses

The parties' addresses are as designated in the preamble hereto, or any other Israeli address regarding which a notice is issued to the other party pursuant to Section 28 above. The addresses of the Debenture Holders are as indicated in the Register or as notified by them pursuant to Section 28 above.

38.	MAGNA Certification

Pursuant to the provisions of the Securities Regulations (Electronic Signature and Reporting), 5763-2003, the Trustee hereby certifies and authorizes the party so authorized by the Company to electronically report this Indenture to the Securities Authority.

IN WITNESS WHEREOF, the parties hereto affix their signature:

Internet Gold Golden Lines Ltd.

Reznik Paz Nevo Trusts Ltd.

I, the undersigned, Ami Barlev, Adv., confirm that this Indenture was signed by Messrs. Doron Turgeman and Felix Cohen, and their signatures bind Internet Gold Golden Lines Ltd. in connection with this Indenture.

Ami Barlev, Adv.

Internet Gold – Golden Lines Ltd.

First Schedule

Debentures (Series D)

The issuance of ________ Debentures (Series D) of the Company, registered in the name of the holder, par value NIS 1.00 per Debenture (the "Debentures (Series D)"), payable in 5 installments as follows: (a) 2 equal payments at a rate of 10% of the principal amount of the Debentures (Series D), payable on September 15 on each of the years 2018 to 2019 (inclusive); (b) 2 equal payments, each of which at a rate of 30% of the principal amount of the Debentures (Series D), payable on September 15 of each of the years 2020 to 2021 (inclusive); (c) one payment at a rate of 20% of the principal amount of the Debentures (Series D), payable on September 15, 2022 (the first payment on account of the principal amount of the Debentures (Series D) shall be made on September 15, 2018 and the last payment shall be made on September 15, 2022).

The interest on the outstanding balance of the principal amount of the Debentures (Series D) shall be paid twice a year in bi-annual installments on March 15 and September 15 of each of the years 2014 to 2022 (inclusive), with respect to a period of six (6) months (with the exception of the first interest period, as set forth below) commencing one day after the previous interest payment date and ending on the date of payment. The first date of payment of interest on the Debentures (Series D) shall occur on September 15, with respect to the period commencing on the first Trading Day following the auction day on which the Debentures (Series D) are offered to the public, and concluding on the first interest payment date, calculated on the basis of a 365-day year as published by the Company.

The principal amount of the Debentures (Series D) and the interest thereon are linked to the Consumer Price Index, as set forth in Section 5 of the terms on the reverse hereof.

Registered Debentures (Series D)

Number _________

Par value NIS _____________

This Debenture evidences that Internet Gold Golden Lines Ltd. (the "Company") shall, on the payment date as defined on the reverse hereof, pay a party who is a Debenture Holder on the effective date, principal and interest payments, all subject to the Indenture.

This Debenture is issued as part of a series of Debentures on terms identical to the terms of this Debenture ("Debenture Series") issued in accordance with the indenture ("Indenture") dated ___________, executed between the Company and Reznik Paz Nevo Trusts Ltd.(the "Trustee"). It is clarified that the provisions of the Indenture shall form an integral part of the provisions of this Debenture, and shall bind the Company and the Holders of the Debentures such series. All the Debentures of such series shall rank pari passu, without preference or priority of any kind.

The terms set forth in this certificate shall be modified without necessitating the issuance of a new certificate, provided that the Indenture and/or any of the versions thereof are lawfully amended.

Stamped with the Company's seal on _____________

In the presence of:

Director: _________________ Director: _______________________

Terms on Reverse Side

General

In this Debenture, the terms in Section 1.4 of the Indenture shall have the meaning ascribed thereto there, unless another meaning is implied by the context.

2.	Securing of Debentures

The Debentures do not include any collaterals or encumbrances, and they include restrictions on the distribution of dividends as set forth in Appendix 4.5 to this Indenture.

3.	Due Date of Principal of the Debentures

The principal of the Debentures (Series D) shall be payable in five installments, as follows: (a) Two equal installments, each at 10% of the principal of the Debentures (Series D), payable on September 15 of each of the years 2018 to 2019 (inclusive); (b) Two equal installments, each at 30% of the principal of the Debentures (Series D), payable on September 15 of each of the years 2020 to 2021 (inclusive); (c) one installment at 20% of the principal of the Debentures (Series D), payable on September 15, 2022 (the first payment of principal of the Debentures (Series D) shall be made on September 15, 2018, and the last payment shall be made on September 15, 2022).

Interest

4.1

Interest on the outstanding balance of the principal of the Debentures (Series D) shall be paid twice a year in semi-annual installments, on March 15 and on September 15 of each of the years 2014 2022 (inclusive), for the period of six (6) months (except for the first interest period, as set forth hereinafter) beginning a day after the previous date of payment of interest and ending on the day of payment. The first payment of interest on the Debentures (Series D) shall be made on September 15, for the period beginning on the first Trading Day after the day of the auction in which the Debentures (Series D) are offered to the public, and ending on the date of the first payment of interest, calculated on the basis of 365 days in a year.

4.2

Withholding tax as required shall be deducted from each payment.

5.	Terms of Linkage of Principal and Interest

The interest and principal of the Debentures (Series D) are linked to the Consumer Price Index: If it transpires, when making any payment on account of the principal and/or interest of the Debentures (Series D), that the Payment Index is higher than the Base Index, then the Company shall make that payment of principal and/or interest, increased proportionately to the rate of increase of the Payment Index over the Base Index. If the Payment Index is lower than the Base Index – see the definition of "Payment Index" in Section 1.4 of the Indenture.

6.	Deferral of Dates

If the date specified for making any payment of principal and/or interest falls on a day that is not a Trading Day, the specified date shall be deferred to the Trading Day immediately following that day, with no additional payment, and the "effective date" for determining entitlement to redemption and interest shall not be changed by reason thereof.

7.	Payments of Principal and Interest of the Debentures

7.1

Any payment on account of the principal and/or interest of the Debentures (Series D) shall be made to the persons whose names are entered as holders in the Register of Holders of Debentures (Series D) of the Company at the end of the day of March 3 or September 3 in each of the years 2014 to 2022 (inclusive), immediately preceding the due date of that payment (hereinafter, "Effective Date"), except for the last payment of principal and interest, which shall be made against delivery of the Certificates of the Debentures (Series D) to the Company on the day of the payment, at the Company's registered office or at any other place of which the Company gives notice. The Company's aforementioned notice shall be published no later than five (5) Business Days before the date of the last payment.

7.2

It is clarified that any person not registered in the Register of Holders of Debentures (Series D) of the Company on any of the dates specified in this section, shall not be entitled to payment of interest for the interest period beginning before that date.

7.3

If the date of payment on account of principal and/or interest falls on a day that is not a Business Day, the payment date shall be deferred to the first Business Day after such day, with no additional payment, and the Effective Date for determining entitlement to redemption and interest shall not be changed by reason thereof.

7.4

The payment to entitled persons shall be made by check or by a bank transfer crediting the bank account of the persons whose names are entered in the Register of Holders of Debentures (Series D) on the effective date, as specified in the details which shall be provided to the Company in good time, as provided in Section 7.5 below. If the Company is unable, for any reason beyond its control, to pay any amount to the persons entitled thereto, it shall deposit that amount with the Trustee as provided in Section 14 of the Indenture. If the clearing is performed through the TASE Clearing House – through the Clearing House.

7.5

A registered Holder who wishes to notify the Company of the details of the bank account for crediting him with payments under the Debentures as aforementioned, or to change the payment instructions, as the case may be, may do so in a registered letter to the Company. The Company shall comply with the instruction if it reached its registered office at least 30 days before the effective date for making any payment under the Debentures.

7.6

If the notice is received by the Company late, the Company shall act in accordance therewith only with respect to payments whose due date falls after the payment date immediately following the day of receipt of the notice.

7.7

If a registered Holder who is entitled to such payment fails to furnish to the Company details of his bank account, any payment on account of principal and interest shall be made in a check sent by registered mail to his last address recorded in the Register of Debentures, or by a bank transfer crediting the bank account of the Debenture Holder, according to the Company's choice. The sending of a check by registered mail as aforementioned, shall be deemed in all respects as payment of the amount written thereon on the date of dispatch thereof by mail, provided the check is paid when properly presented for collection.

7.8

From any payment with respect to the Debentures, a deduction shall be made of any mandatory payment required by law.

7.9

With respect to any payment on account of principal and/or interest that is made in arrears under the terms of the Debentures (Series D), for a reason beyond the Company's control, the Company shall pay the Debenture Holders arrears interest at an annual rate exceeding by 3% the interest on the Debentures for that period (calculated pro rata for the period from the date scheduled for payment to the date of actual payment). For the avoidance of doubt, it is clarified that during the period of arrears the amount in arrears shall bear the arrears interest rate in lieu of such interest. The Company shall give notice of the arrears interest rate and of the payment date as aforementioned in an Immediate Report, two (2) Trading Days before the date of actual payment.

8.	Arrears Interest

With respect to any payment on account of principal and/or interest that is made in arrears under the terms of the Debentures (Series D), for any reason beyond the Company's control, the Company shall pay the Debenture Holders arrears interest at an annual rate exceeding by 3% the interest on the Debentures for that period (calculated pro rata for the period from the date scheduled for payment to the date of actual payment). For the avoidance of doubt, it is clarified that during the period of arrears the amount in arrears shall bear the arrears interest rate in lieu of interest as aforementioned. The Company shall give notice of the arrears interest rate and of the payment date as aforementioned in an Immediate Report, two (2) Trading Days before the date of actual payment.

9.	Non-Payment for a Reason Beyond the Company's Control

With respect to non-payment for a reason beyond the Company's control, the provisions of Section 15 of the Indenture shall apply, and they are included in this Addendum by reference.

10.	Register of Debenture Holders

With respect to the Register of Debenture Holders, the provisions of Section 30 of the Indenture shall apply, and they are included in this Addendum by reference.

11.	Splitting of Debenture Certificates; Transfer of Debentures

11.1

The Debentures are transferable with respect to any nominal amount, provided that it shall be in whole New Israeli Shekels. Any transfer of the Debentures shall be made by a deed of transfer drawn up in the accepted form for transferring shares, duly signed by the registered owner or his legal representatives and by the transferee or his legal representatives, which shall be delivered to the Company at its registered office together with the Certificates of the Debentures which are being transferred on the basis thereof as well as any other reasonable proof as requested by the Company in evidence of the transferor's right to transfer them.

11.2

Subject to the foregoing, any procedural provisions contained in the Company's articles regarding the method of transfer of shares shall apply, mutatis mutandis, to the transfer and endorsement of the Debentures.

11.3

If any mandatory payment applies to the deed of transfer of the Debentures, the Company shall be given reasonable proof of the payment thereof by the party proposing the transfer.

11.4

If only a portion of the nominal amount of the principal of the Debentures in this Certificate is transferred, the Certificate shall first be split, as provided below, into the number of Debenture Certificates necessitated thereby, such that the total of the principal amounts specified in those Certificates is equal to the principal amount specified in the aforementioned Debenture Certificate.

11.5

Following the fulfillment of all the aforementioned conditions, the transfer shall be recorded in the Register and all the conditions set forth in the Indenture and in this Debenture shall apply to the transferee.

11.6

All the expenses and fees entailed in the transfer shall be borne by the party proposing the transfer.

11.7

Any Debenture Certificate may be split into several Debenture Certificates, wherein the total amount of the nominal principal is equal to the amount of the nominal principal in the Certificate it is proposed to split, provided that such Certificates are only issued in a reasonable quantity. The split shall be made against delivery of the relevant Debenture Certificate to the Company at its registered office for the performance of the split, together with a request to make such split, duly signed by the requesting party. All the costs entailed in the split, including taxes and levies, if any, shall be borne by the party requesting the split.

12.	Replacement of Debenture Certificates

If any Debenture Certificate is worn, lost or destroyed, the Company may issue in its place a new Debenture Certificate, upon such conditions pertaining to proof, indemnification and coverage of reasonable expenses incurred by the Company in clarifying the title to the Debentures, as the Company deems fit, provided that, in case of wear, the worn Debenture Certificate is returned to the Company prior to the issuance of the new Certificate. Levies and other expenses entailed in issuing the new Certificate, insofar as they apply, shall be borne by the party requesting such Certificate.

13.	Early Redemption

With respect to early redemption of the Debentures, the provisions of Section 8 of the Indenture shall apply, and they are included in this Addendum by reference.

14.	Purchase of Debentures

With respect to the purchase of Debentures, the provisions of Section 4 of the Indenture shall apply, and they are included in this Addendum by reference.

15.	Waiver, Settlement, Modification of Terms of Debentures

With respect to waiver, settlement and modifications of the terms of the Debentures, the provisions of Section 29 of the Indenture shall apply, and they are included in this Addendum by reference.

16.	Meetings of Debenture Holders

With respect to general meetings of the Debenture Holders, the provisions of Section 31 of the Indenture shall apply, and they are included in this Addendum by reference.

17.	Immediate Repayment

With respect to immediate repayment of the Debentures, the provisions of Section 9 of the Indenture shall apply, and they are included in this Addendum by reference.

18.

Notices

With respect to notices, the provisions of Section 28 of the Indenture shall apply, and they are included in this Addendum by reference.

***

Second Schedule

Meetings of the Debenture Holders

The Trustee or the Company may convene Meetings of the Debenture Holders. If the Company convenes a Meeting of the Debenture Holders, it must immediately send a written notice to the Trustee concerning the place, day and time at which the Meeting is to be held, as well as the matters which are to be considered thereat, and the Trustee or its representative shall be entitled to participate in such Meeting, without any voting rights.

The Trustee shall convene a Meeting of the Debenture Holders if it deems this necessary, or at the request of the Company, or at the request of one or more Holders of Debentures (Series D) holding at least five percent (5%) of the outstanding balance of the nominal principal of the Debentures in circulation. If the request to convene a Meeting is made by Debenture Holders, the Trustee may demand from the requesting parties compensation, including in advance, for the reasonable expenses entailed therein.

It is clarified that the Trustee's demand for compensation shall not prevent the convening of a Meeting that was called for the purpose of taking any action intended to prevent harm to the rights of the Debenture Holders, and such demand for compensation shall not derogate from the Company's obligation to bear the expenses entailed in convening the Meeting.

The Trustee shall convene a Holders' Meeting within 21 days from when the request to convene the Meeting was submitted to it, for the date scheduled in the notice, provided the date of convening shall not be earlier than seven days and not later than 21 days after the date of the notice. However, the Trustee may advance the date of the Meeting to at least one day after the date of the invitation, if it deems this necessary for protecting the rights of the Holders and subject to the provisions of Section 14 below; and if the Trustee does so, it shall explain in the report regarding the notification of the Meeting the reasons for advancing its date.

The date of a Meeting which the Trustee decided to call at its discretion and/or at the request of Holders shall be no less than seven days and no more than 21 days after the date of the notice. However, the Trustee may advance the date of the Meeting to at least one day after the date of the notice, if it deems this necessary for protecting the rights of the Holders and subject to the provisions of Section 14 below.

6.	The Trustee may change the date of convening of the Meeting, subject to the provisions of the law.

If the Trustee does not provide notice of a Holders' Meeting, pursuant to a Holder's request, within the time specified in Section 4 above, the Holder may convene the Meeting, provided the date of convening is within 14 days from the end of the period within which the Trustee should have called the Meeting, and the Trustee shall bear the expenses incurred by the Holder in convening the Meeting.

8.	Any Meeting of the Debenture Holders shall be held in Israel, at the Company's registered offices or at another venue of which the Company and/or the Trustee give notice, and the Company shall bear the reasonable expenses of the alternative venue.

Notice of Convening of a Meeting

A notice to a Meeting called by the Trustee solely for the purpose of consulting with the Debenture Holders shall be published at least one day before the date of convening thereof ("Consultation Meeting"). No agenda shall be published for a Consultation Meeting and no resolutions shall be adopted thereat.

10.	Notice of a Holders' Meeting shall be published in accordance with the provisions of the Securities Law as in effect from time to time and shall be delivered to the Company by the Trustee.

11.	The notice of invitation shall include the agenda, the proposed resolutions as well as arrangements with respect to written votes.

12.

One or more holders of Debentures (Series D), holding at least five percent of the balance of the nominal amount of the Debenture series, may request the Trustee to include some matter on the agenda of a Holders' Meeting which is to convene in the future, provided the matter is suitable to be considered at such Meeting. At a Holders' Meeting, resolutions may be adopted solely on the matters set out in the agenda.

13.	At a Holders' Meeting, resolutions may be adopted solely on the matters set out in the agenda.

Effective Date for Ownership of Debentures; Conduct of the Meeting

14.	Holders entitled to participate and vote at Holders' Meetings must have held Debentures on the date specified in the invitation to the Holders' Meeting, provided such date is not more than three days and not less than one day before the date of convening of the Holders' Meeting.

15.	At any Meeting, the Trustee or whoever is appointed by it shall act as chairman of the Meeting.

16.

No resolution lawfully adopted at a Meeting called as provided above shall be disqualified even if notice thereof was not given, in error, to all the Debenture Holders, or such notice was not received by all the Debenture Holders. The provisions of this section shall apply as long as the invitation to the Meeting (or to an adjourned Meeting, as the case may be) was sent in the Magna system.

17.	Any notice by the Company and/or the Trustee to the Debenture Holders shall be given in accordance with the provisions of Section 21 of the Indenture.

18.	A Meeting of the Debenture Holders shall be opened by the chairman of the Meeting, after it has been proven that the quorum required for commencing the Meeting, as provided below, is present:

18.1

Subject to the quorum required at a Meeting convened for adopting a special resolution, and subject to any provisions of the Securities Law that may not be contracted out of and to the provisions of this Certificate, a quorum at a General Meeting shall be at least two (2) Debenture Holders, present in person or by proxy, holding or representing together at least 25% of the outstanding balance of the nominal amount of the Debentures in circulation at the time; and at an adjourned Meeting – two (2) Holders as aforementioned, regardless of the nominal amount held by them.

18.2

At a Meeting convened for adopting a special resolution, a quorum shall be constituted by Debenture Holders, present in person or by proxy, holding or representing together at least 50% of the outstanding balance of the nominal amount of the Debentures in circulation at the time; and at an adjourned Meeting – Debenture Holders as aforementioned holding at least twenty percent (20%) of the balance of said nominal amount.

19.

Debentures held by a Holder who is a Controlling Person in the Company, his relative or a corporation controlled by either of them, shall not be taken into account for the purpose of determining the quorum at a Holders' Meeting, and their votes shall not be counted among the votes cast at such Meeting.

20.	A voting instrument, completed and signed, reaching the Trustee by the deadline set for that purpose, shall be deemed as presence at a Meeting for purposes of the existence of a quorum as provided in Section 18 above.

21.

If a quorum is not present at the end of half an hour from the time set for the start of a Holders' Meeting, the Meeting shall be adjourned to another date being no earlier than two Business Days after the date set for holding the original Meeting, or one Business Day, if the Trustee considers this necessary for protecting the rights of the Holders. If the Meeting is adjourned, the Trustee shall explain in the report concerning the convening of the Meeting the reasons for its adjournment.

22.	If a quorum is not present at the end of half an hour from the time set for an adjourned Meeting, as provided in Section 18 above, the Meeting shall be held with any number of participants, except if required otherwise by the Securities Law.

23.

Notwithstanding the provisions of Section 22 above, if a Holders' Meeting was convened at the request of Holders holding at least five percent (5%) of the balance of the nominal amount of the Debentures in circulation (as provided in Section 2 above), the adjourned Holders' Meeting shall be held only if Holders in the minimum number required for convening such a Meeting are present (i.e. at least five percent (5%) of the balance of the nominal amount of the Debentures in circulation).

24.	No matters may be considered at an adjourned Meeting other than matters which could have been considered at the original Meeting.

25.

Pursuant to a decision of the Trustee or a resolution carried by a simple majority of the votes cast at a Meeting at which a quorum was present, the continuation of the Meeting ("the original Meeting") or the consideration or adoption of a resolution on a matter set out in the agenda shall be deferred to another time and place, as decided by the Trustee or resolved by such Meeting ("continuing Meeting"). No matters may be considered at a continuing Meeting other than matters which were on the agenda and regarding which no resolution was adopted.

26.

If the continuation of a Holders' Meeting is deferred without any change in its agenda, notices for the new session of the continuing Meeting shall be issued as soon as possible and no later than 12 hours before the continuing Meeting. Notices as provided shall be issued in accordance with Sections 10 and 11 above.

27.

A person or persons appointed by the Trustee, and any other person or persons so authorized by the Company, may attend Meetings of the Debenture Holders, or only some of them, as decided by the Trustee, without any voting rights. If in the Trustee's reasonable judgment, and on reasonable grounds, it is necessary that a part of the Meeting be conducted without the presence of the Company's representatives, then the Company or its representatives shall not participate in that part of the Meeting. Notwithstanding the provisions of this Section 27 above, the Company may be present at the opening of a Meeting for the purpose of presenting its position in connection with any matter on the agenda of the Meeting and/or presenting a particular matter (as the case may be).

Resolutions

28.	Any resolution shall be carried on a poll.

29.

The chairman of the Meeting may determine that votes shall be conducted by way of voting instruments or by voting during the Meeting. If the chairman determines that the vote shall be by way of voting instruments, the Trustee shall ensure that the text of the voting instrument is published in the Magna system and shall set the vote closing time by which the Holders must send to the Trustee a duly completed and signed voting instrument. The Trustee, at its discretion, may require a Holder to declare in the voting instrument the existence or absence of a conflicting interest (as hereinafter defined). A Holder who does not complete the voting instrument and/or does not prove his entitlement to participate and vote at a Meeting in accordance with the provisions of the Second Schedule, shall be deemed not to have delivered a voting instrument and therefore to have chosen not to vote on the matter/s set out in the voting instrument.

30.

A duly completed and signed voting instrument, in which the Holder has specified the manner of his vote, reaching the Trustee by the deadline set for that purpose, shall be deemed presence at the Meeting for purposes of the existence of a quorum, as provided in Section 18 above. Accordingly, the Trustee, at its discretion and subject to any law, may hold voting Meetings at which voting is conducted by way of voting instruments, without convening, or hold a vote by way of voting instruments at an adjourned Meeting at which the quorum required for adopting a resolution is not present, provided the Trustee receives, by the time set for that purpose in the notice concerning the convening of the Meeting or the holding of the vote, as the case may be, voting instruments of Holders constituting the quorum required for adopting a resolution at an original Meeting or at an adjourned Meeting, as the case may be.

31.

If a Meeting of Debenture Holders is convened (whether called by the Company, a Holder or the Trustee), the Trustee shall conduct an examination to determine the existence of a conflict of interest among the Debenture Holders, be it an interest arising from their holding of the Debentures or another interest, as determined by the Trustee ("conflicting interest"). The Trustee may require a Holder participating in the Meeting to declare, including in writing, before the vote and/or in the voting instrument, another interest he has, as well as the existence or absence of a conflicting interest, at the Trustee's discretion.

Without derogating from the generality of the foregoing, each of the following shall be deemed as having a conflicting interest:

31.1

A Holder who is an Affiliate Holder (as this term is defined in Section 4 of the Indenture).

31.2

A Holder who served as an officer of the Company immediately prior to the event underlying the resolution in the Meeting.

31.3

Any Holder the Trustee has determined has a "conflicting interest" as provided hereinafter, subject to any law and/or directive of a competent authority, and inter alia: Any Holder declaring in writing to the Trustee that he has a material, personal interest which lies outside the interest of the body of Debenture Holders at the relevant Meeting of the Debenture Holders. Any Holder who fails to submit such a declaration in writing after being requested to do so by the Trustee, shall be deemed to have declared that he has such a personal interest, and the Trustee shall determine that he is a Holder with a conflicting interest. Without derogating from the provisions of this Section 31, the Trustee shall examine whether a Holder has a "conflicting interest" also taking into account that Holder's holdings in other securities of the Company and/or securities of any other corporation relevant to the resolution that is being submitted to the Meeting for approval (as set out in the voting instrument), according to the declaration of that Holder.

The existence of a conflicting interest shall be determined also on the basis of a general test of conflicts of interest which the Trustee shall conduct. Furthermore, for the avoidance of doubt, it is clarified that the provisions regarding the definition of Debenture Holders having a conflicting interest shall not derogate from the provisions of the law, the case law and the binding guidelines of the Securities Authority relating to the definition of debenture holders having a conflicting interest, as applying at the time of the examination.

32.	For purposes of the conflict-of-interest examination as aforementioned, the Trustee may rely on a legal opinion ordered by it, which shall be subject to the provisions of the Indenture as to the bearing of expenses.

33.

It is clarified that a conflict-of-interest examination as aforementioned, insofar as it is required in the Trustee's opinion, shall be conducted separately for each resolution on the agenda of the Meeting and separately for each Meeting. It is further clarified that the declaration of a Holder as having a conflicting interest in any resolution or at any Meeting, shall not in itself prove the existence of a conflicting interest of that Holder in another resolution on the agenda of the Meeting or a conflicting interest in other Meetings.

34.

In counting the votes cast at a Holders' Meeting, the Trustee shall not take into account the votes of Holders who did not comply with its request as provided in Section 31.3 above, or of Holders which it found have a conflict of interest as provided in that section. Notwithstanding the aforementioned, if the total holdings of the participants in a vote who are not Holders having a conflicting interest is less than five percent of the balance of the nominal amount of the Debentures (Series D), the Trustee shall take into account, in the count of the votes cast, also the votes of the Holders having a conflicting interest.

35.	In a vote, each Holder, present in person or by proxy, shall have one vote for each NIS 1 nominal value of the total outstanding principal of the Debentures by virtue of which he is entitled to vote.

36.	In the case of joint Holders of a Debenture, only the vote of the person listed first among them in the Register shall be accepted.

37.	A Debenture Holder may use part of his votes to vote for a proposed resolution, use another part to vote against, and use yet another part to abstain, all as he deems fit.

38.

The majority required for approving an ordinary resolution is a simple majority of the number of votes cast, without taking into account abstentions. The majority required for adopting a special resolution at a Meeting is no less than two thirds of the number of votes cast, without taking into account abstentions.

39.	The following matters shall be carried at Holders' Meetings by a majority other than a simple majority or by a special quorum, as the case may be:

39.1

Any modification and/or amendment to the Indenture, insofar as the approval of the Meeting of Debenture Holders is required in regard thereto, made as provided in Section 22 of the Indenture.

39.2

Any amendment, modification or arrangement relating to rights of the Debenture Holders, whether such rights arise from the Debenture, the Indenture or otherwise, or any material settlement or waiver in connection with such rights, made as provided in Section 22 of the Indenture.

39.3

Any demand for immediate repayment of the Debentures and/or for the realization of collaterals, made in accordance with the provisions of Section 7 of the Indenture.

39.4

Any resolution relating to the purposes of the balance of the proceeds received by the Trustee, as set forth and as provided in Section 9 of the Indenture.

39.5

Any resolution regarding the termination of the Trustee and the replacement thereof with another trustee, adopted in the manner provided in Section 25 of the Indenture.

39.6

Any other matter which the Indenture provides is subject to a special resolution.

40.	Any matter which is not required by Section 39 above to be carried by a majority other than a simple majority or by a special quorum, shall be adopted as an ordinary resolution.

41.

An instrument appointing a proxy shall be in writing under the hand of the appointing party or his representative duly authorized in writing in regard. If the appointing party is a corporation, the appointment shall be made in writing under the seal of the corporation, together with the signature of the corporation's authorized signatories, and the appointee shall be entitled to act on behalf of the corporation he is representing.

41.1

The instrument of appointment of a proxy shall be drawn up in any form deemed acceptable by the Trustee.

41.2

A proxy need not himself be a Debenture Holder.

41.3

An instrument of appointment and a power of attorney or other certificate based on which the instrument of appointment was signed, or a certified copy of such a power of attorney, shall be delivered to the Trustee up to the commencement of the Meeting, unless specified otherwise in the notice calling the Meeting.

42.

A vote given in accordance with the conditions in the document appointing a proxy shall be valid even if the appointing party previously died or was declared incapacitated or the instrument of appointment was cancelled or the Debenture in respect of which the vote was given was transferred, unless a written notice concerning the death, the decision of incapacity, the cancellation or the transfer, all as the case may be, was received at the Company's registered office prior to the Meeting.

43.

Any vote given and/or cast in accordance with the conditions in the document appointing a proxy shall be valid even if: (1) the appointing party previously died or was declared incapacitated; or (2) the instrument of appointment was cancelled after the vote; or (3) the Debenture in respect of which the vote was given was transferred after the vote, unless a written notice was received at the Company's registered office or at another address of which the Company gives notice or by the Trustee, prior to the Meeting or the vote, concerning the death or incapacity of the appointing party or the cancellation or transfer as aforementioned.

44.

The Trustee shall prepare minutes of the Meeting of the Debenture Holders, which shall be recorded in the Register of Minutes and kept at the Trustee's registered office for a period of seven years from the date of the Meeting. All such minutes shall be signed by the chairman of the Meeting, and all minutes signed as aforementioned shall be prima facie evidence of their contents, and as long as not proven otherwise, any resolution adopted by such a Meeting shall be deemed to have been lawfully adopted. The Trustee may prepare minutes of a Meeting or parts thereof by way of a recording.

45.	The Register of Minutes of Holders' Meetings shall be kept at the Trustee's office, shall be open to the inspection of the Debenture Holders, and a copy thereof shall be sent to each Debenture Holder so requesting.

46.	The declaration of the chairman of the Meeting that a resolution was accepted or rejected, and the entry made in that regard in the Register of Minutes, shall be prima facie proof thereof.

_______________________________

By and between	Internet Gold – Golden Lines Ltd. 520044264 Located at 2 Dov Friedman Street, Ramat Gan 5250301 (Hereinafter, the "Company")

	Of the first part;

And	Reznik Paz Nevo Trusts Ltd. 51-368347-4 Located at 14 Yad Harutzim Street, Tel Aviv 6770007 (Hereinafter, the "Trustee")