2.1

The amount of the Credit Facility is (select one of the following) :☐ NIS / ☒ US$ 140,000,000

2.2

The type of currency in which the Facility Amount stated in Section 2.1 above and the Utilization Balance stated in Section 5 below is denominated does not necessarily constitute the type of currency in which you will be allowed to utilize the Credit Facility.

2.3

For as long as the Bank has not notified you otherwise, you will only be allowed to utilize the Credit Facility in the following currencies (select one or more of the following): ☒ New Israeli Shekels / ☒ The following foreign currencies only: us$.

2.4

The Bank may allow you from time to time to utilize the Credit Facility with additional currencies at its discretion (hereinafter: the “Facility Utilization Currencies”).

3.1.2

Notwithstanding the foregoing, the Bank may renew the Credit Facility for Additional Terms that are shorter or longer than the term stated above (but that are for no longer than one year) each time and, in

3.2

☒ Fixed Term Credit Facility

4.1.1

☒ Short-term loans in Israeli currency (including “check discounting” loans and excluding “rollover loans”), whose term does not exceed 12 months,⁴ with a variable nominal annual interest rate that does not exceed Prime (the Bank of Israel interest rate + 1.5 percentage points) plus percentage points on a per annum basis.

4.1.2

☒ Short-term rollover loans in Israeli currency, with a variable interest rate and on additional terms as set forth in the addendum to this Letter headed “Addendum to Letter of Approval of Credit Facility - Terms for Utilization of Rollover Loans” (CF70(6)).

4.1.3

☐ Foreign currency variable daily interest rate loans at the rates as set forth in Appendix 4.1.3 to this Letter.

4.1.4

☐ Foreign currency variable periodic interest rate loans at the rates set forth in Appendix 4.1.4 to this Letter.

4.1.5

☐ For Large Businesses - Short-term overdraft facilities in Israeli currency with a variable nominal

4.2.1

☐ Short-term variable interest rate loans in Israeli currency, whose terms exceed       months⁵ but

4.2.2

☐ Short-term fixed interest rate loans in Israeli currency.

4.2.3

☐ Long-term variable interest rate loans for a term that does not exceed       years in Israeli currency.

4.2.4

☐ Long-term fixed interest rate loans for a term that does not exceed years in Israeli currency.

4.2.5

☒ Short-term variable interest rate loans in the following foreign currencies: us$.

4.2.6

☒ Short-term fixed interest rate loans in the following foreign currencies: us$.

4.2.7

☐ Long-term variable interest rate loans for a term that does not exceed       years in the following

4.2.8

☐ Long-term fixed interest rate loans for a term that does not exceed years in the following

4.2.9

☒ For Large Businesses - Short-term variable interest rate overdraft facilities in the following foreign currencies: us$.

4.2.10

☒ Bank guarantees that are categorized as financial bank guarantees for a term that does not exceed 1 years in Israeli currency.

4.2.11

☒ Bank guarantees that are not categorized as financial bank guarantees for a term that does not exceed 1 years in Israeli currency.

4.2.12

☐ Bank guarantees that are categorized as financial bank guarantees for a term that does not exceed        years in the following foreign currencies:        .

4.2.13

☐ Bank guarantees that are not categorized as financial bank guarantees for a term that does not exceed        years in the following foreign currencies:        .

5.1

For the purpose of calculating the amounts remaining for utilization on account of the Credit Facility, on each relevant calculation date, the aggregate amount of the Credit of the types specified in Section 4 above (including the various types of current accounts), including Credit of the types stated that has been, or will be, advanced to you in the Facility Accounts, whether such Credit has been advanced to you under the Credit Facility or not under the Credit Facility, as set forth below, will be deducted from the amount of the Credit Facility:

5.1.1

All of the balances of the amounts of the Credit of the types stated in Section 4 above (that are not on account of an overdraft facility) that have been utilized on account of the Credit Facility and the amounts of interest that have accrued but have not yet been charged and that have not yet been repaid by the relevant calculation date; and

5.1.2

If overdraft facilities are included among the types of Credit that are specified in Section 4 above, the higher of the following two:

5.1.2.1

The amounts of the overdraft facilities that are in effect; and

5.1.2.2

The amounts of the debit balances on the current account (including unapproved debit balances in the Facility Accounts on which there are approved overdraft facilities);

6.1

☐ With respect to the following types of Credit:         in aggregate, the maximum amount that may be utilized on account of the Credit Facility will not exceed the lower of (select one of the following):⁶ ☐NIS        or the Utilization Balance / ☐ US$ or the Utilization Balance.

6.2

☐ With respect to the following types of Credit:        in aggregate, the maximum amount that may be utilized on account of the Credit Facility will not exceed the lower of (select one of the following):⁶ ☐NIS        or the Utilization Balance / ☐ US$ or the Utilization Balance.

7.1

There will be no restriction or impediment by law (including any order, direction or instruction of any competent authority or body), pursuant to your documents of incorporation or any other agreement with respect to the provision of the Credit, the repayment of the Credit Amounts or the securities for it, their creation, their validity, the rights under them or their realization, and no approvals, agreements or permits from any entity or the taking of any other steps by you or by any third party for this purpose are required.

7.2

You will not be in breach of any of your undertakings under this Letter, and none of the cases in which the Bank

⁶

Check this optional section if it is desired to restrict the utilization amount of a particular type of credit on account of the Credit Facility.

7.3

All of the documents and approvals that may be required by the Bank in connection with the Credit, the securities for it and the Credit Documents will be provided to the Bank, and you will sign all such documents in favor of the Bank in the standard form and on the standard terms and conditions of the Bank and as may be agreed in writing between the Bank and you.

7.4

The Facility Amount will not be exceeded as a result of honoring your application to utilize Credit of any sort on account of the Credit Facility (whether fully or partially).

7.5

According to the calculations of the Bank, none of the restrictions prescribed under the Directives of the Supervisor of Banks - Proper Banking Conduct (including Directive 313 on single borrowers/borrower groups, or any other restriction in this regard) will be breached. If this condition precedent is not satisfied and it is not possible to advance the full amount of the Credit from the Credit Facility, the terms of the Credit Facility will be adjusted by written agreement between the Bank and you.

7.6

☐ Without derogating from that stated in Sections 7.1-7.5 above, any advance of the Credit is conditional upon full and eligible security being provided to the Bank for the purpose of reducing the credit risk, such that, according to the calculations of the Bank, it will not be necessary at any time whatsoever to allot supervisory capital in respect of any credit risk in connection with the Credit Facility and the Credit (including in accordance with Proper Banking Conduct Directive 203 on the standard approach to credit risk).⁷

7.7

☐ Without derogating from that stated in Section 7 above and if the details of a number of customers are stated at the beginning of this Letter, utilization of the Credit Facility on any relevant date will also be conditional upon the existence of mutual guarantees by you in favor the Bank without limitation as to their amount as security for repayment of all of the debts and obligations of each of you to the Bank, in every case in the standard form and on the standard terms and conditions of the Bank.⁸

8.1

Provision of information and waiver of confidentiality - by signing at the foot of this Letter, each of you: waives his right to banking confidentiality (if he has such right by law or agreement or otherwise) with respect to this Letter, including, with respect to the Credit Facility and the Credit that any of you has utilized or will utilize on account of the Credit Facility; agrees that the Bank may (but is not obligated to) provide to all or any of you any information in connection with any of the above through any means of communications that the Bank deems fit; undertakes not to make any allegation, demand or claim against the Bank, its employees or any party on its behalf in connection with the provision of information, as aforesaid, to any of you for any reason; and undertakes to bear liability for any damage or loss that may be caused to any of you as a result of the provision of any information, as aforesaid, by the Bank to any of you.

8.2

If not all of the Facility Accounts are held jointly for all of you with joint and several liability, then, by signing at the foot of this Letter, each of you: agrees that each of you may utilize the Credit Facility in accordance with the terms and conditions of this Letter and in accordance with the set of authorizations and other terms and conditions of management of the relevant Facility Account without requiring the receipt of additional approval from any of you who is not a joint holder of that account; agrees that, in the case of utilization of all or part of the Facility Amount, by any of you, as stated, the other holders of the Facility Accounts may utilize the remaining amount for utilization on account of the Credit Facility, as stated in Section 5.1 above, if any, and waives any allegation, demand or claim against the Bank in connection with this.

8.3

By signing at the foot of this Letter, each of you undertakes that he will be liable to the Bank, as a complete, absolute and irrevocable undertaking, for the full and exact repayment of all of the amounts that are, or will be, due to the Bank from him in respect of, and in connection with, all of the Credit that is utilized by him from the Credit Facility, in accordance with the terms of the Credit Documents that have been signed by him in favor of the Bank.

9.

Cancellation of the Credit Facility or reduction of its amount

9.1

The Bank may, immediately and without giving prior notice, cancel the Credit Facility or reduce the Facility Amount (including by setting the Facility Amount as being equal to the amounts that have been utilized on account of the Credit Facility as of that date) in any case where there is a risk to the ability of the Bank to collect

⁷

This optional section should be checked if it is not wished for capital to be allotted in respect of the credit risk of the facility since, according to this section, a condition of the utilization of the facility is that no capital will be allotted in respect of the utilization.

⁸ 

This optional section should be checked if there are multiple customers and it is wished to make the utilization of the Credit Facility conditional upon the existence of mutual guarantees of the customers to which the joint Credit Facility is being given.

9.2

In the case of cancellation of the Credit Facility or a reduction in the Facility Amount, as stated above, the Bank will send you a notice of this simultaneously with cancelling the Credit Facility or reducing the Facility Amount, as stated.

9.3

It is clarified that nothing stated in this Letter derogates from any of the rights of the Bank to demand immediate

10.

Prohibition against exceeding the Facility Amount

11.

Fees and expenses

11.1

☒ Fees for Handling of Credit and Securities - preparation of documents (for a Large Business).

11.1.4

Date of collection of the fee - On the Credit Facility Start Date unless stated otherwise.

11.2

☒ Allocation of credit - Large Business (select one of the following):

11.2.1

☐ Fee in respect of the allocation of a credit facility

11.2.1.1

In respect of the allocation of the Credit Facility for the term commencing on the Facility Start Date or

11.2.1.2

The Fee will be in the annual amount of % of the Facility Amount, which is (select one of the following):

11.2.1.3

The annual amount of the Fee will be calculated as the product of the Revalued Facility Amount and

11.2.1.4

If the Facility Amount is denominated in U.S. dollars, then, for the purpose of calculating the Fee Amount, the Revalued Facility Amount will be calculated in New Israeli Shekels each day during the term in respect of which the Fee is being paid in accordance with the Representative Rate of the U.S. dollar and in accordance with the Representative Rate of each of the other currencies in which the Credit Facility may be utilized in which the Overdraft Facility Amounts have been advanced as of the date of the relevant calculation. The Fee Amount may be changed, inter alia, if there is a change in the Representative Rate of the U.S. dollar or the Representative Rate of any of the other currencies in which the Facility may be utilized, as stated above.

11.2.1.5

The Fee Amount will be paid by you proximate to the beginning of (select one of the following):

11.2.2

☒ Fee in respect of the non-utilization of the Credit Facility:

11.2.2.1

In respect of each day of the term commencing with the Facility Start Date or the Facility Renewal Date, as the case may be, until the Facility End Date on which the all or part of the Credit Facility is not utilized (hereinafter: a “Non-Utilization Day”), you will pay the Bank an “allocation of credit - large business” fee (hereinafter: the “Fee”).

11.2.2.2

The Fee will be in the annual amount of 0.29 %, which is (select one of the following):

11.2.2.3

The amount of the fee for each Non-Utilization Day will be calculated as the product of the Unutilized Daily Balance, whatever that may be on the relevant day, and the annual percentage of the Fee specified above divided by the complete number of days in the calendar year in which the calculation is being made (365 or 366, as the case may be). As of the date of the drawing up of this Letter, the maximum amount of the Fee (on the assumption that the Credit Facility is not utilized at all for a year) is NIS

11.2.2.4

If the Facility Amount is denominated in U.S. dollars or the amount of credit that is utilized on account thereof is denominated in U.S. dollars or any other foreign currency, then, for the purpose of calculating the Fee Amount, the Revalued Facility Amount and the Unutilized Daily Balance will be calculated in New Israeli Shekels each day during the term in respect of which the Fee is being paid in accordance with the Representative Rate of the U.S. dollar and in accordance with the Representative Rate of each of the other currencies in which the Credit Facility may be utilized in which the Overdraft Facility Amounts or the amounts of credit of other types that have been utilized on account of the Credit Facility have been advanced as of the date of the relevant calculation. The Fee Amount may be changed, inter alia, if there is a change in the Representative Rate of the U.S. dollar or the Representative Rate of any of the other currencies in which the Facility may be utilized, as stated above.

11.2.2.5

The Fee Amount will be paid by you on the first business day of (select one of the following):

11.3.1

Except where the Facility Amount is denominated in U.S. dollars, in respect of the allocation of the

11.3.2

The Fee will be in the annual amount of % of the Facility Amount, which is (select one of the following):

11.3.3

Method of calculation of the Fee - The amount of the Fee will be calculated on each of the Fee Payment Dates, as set forth below, in respect of the period from the relevant Fee Payment Date (including that date) to the next Fee Payment Date (not including that date) or until the Facility End Date, whichever is earlier, as the product of the Revalued Facility Amount and the annual amount of the Fee specified above. As of the date of the drawing up of this Letter, the annual amount of the Fee is NIS per year (hereinafter: the “Fee Amount”).

11.3.4

Fee Payment Date - The amount of the Fee will be paid by you (select one of the following):

11.3.5

Small Business that is reclassified as a Large Business

11.3.5.1

If it is provided in Section 11.3.2 above that the Fee will be collected as provided in the small businesses fee list of the Bank, then, from the Update Date and for as long as the Updated Classification applies to you, the amount of the fee specified in section 11.3.2 above will be changed and will be as provided in the large business fee list of the Bank (this percentage and also the amount of the Fee that is derived from it may be changed from time to time, inter alia, if there is a change in the large businesses fee list of the Bank). As of the

11.3.5.2

If it is provided in Section 11.3.2 above that the fee will be collected in accordance with that which is agreed between you and the Bank, the amount of the Fee that is specified in Section

12.1

In any case in which the Bank may perform any act pursuant to this Letter, it is not required to do so.

12.2

This Letter will enter into effect subject to its signature by you in the form specified at its foot, and its return to the Bank by no later than the Facility Start Date.

12.3

This Letter and the other Credit Documents will complement each other and will be interpreted as being supplemental to each other. If a discrepancy is discovered between the terms and conditions stated in this Letter

12.4

The rights of the Bank pursuant to this Letter stand alone and are independent of each other and are further and in addition to, and do not derogate from, any right that the Bank has or will have by law or pursuant to the other Credit Documents.

12.5

This Letter is addressed to you alone and does not create any undertaking of the Bank in favor of any third party. Your rights under this Letter may not be assigned or transferred in any way.

13.1

The section headings in this letter are provided for the sake of convenience only and may not be used for the purpose of the interpretation of this Letter.

13.2

The appendices to this Letter constitute an integral part hereof and are equally as binding as the rest of its terms.

13.3

The following terms will have the meaning set forth against them:

13.3.1

“Credit” - Each of the types of credit that are specified in Section 4 above that is utilized by you on account of the Credit Facility in the Facility Accounts.

13.3.2

“Representative Rate” - As of each relevant calculation date - the representative exchange rate for the relevant foreign currency most recently published by the Bank of Israel before the day on which the calculation is made or, if the Bank of Israel does not publish the representative exchange rate for the relevant foreign currency on the customary date, another exchange rate for that foreign currency that is most recently published by a competent authority before the date on which the calculation is made and which will be determined by the Bank to be the representative rate for that foreign currency for all of the customers of the Bank.

13.3.3

“Average Rate” - The accounting average between the Selling Rate Prevailing at the Bank (excluding any discounts and benefits and not including any conversion fee, tax, levy, mandatory or other payments and the like) of any foreign currency and the Buying Rate Prevailing at the Bank (excluding any discounts and benefits and not including any withholding tax, levy, mandatory or other payments and the like) of the same foreign currency.

13.3.4

“Fee Rules” - The Banking Rules (Service to the Customer) (Fees), 5768-2008

13.3.5

“Credit Documents” - This Letter, the documents for the opening of the Facility Accounts, all of the other documents that you have signed or will sign in connection with the Credit and any other document that is intended to amend or replace any such documents or that is expressly provided to constitute part of any of them.

13.3.6

“Credit Amounts” - Any amount that you owe or will owe to the Bank in respect of, or in connection with, the Credit Facility and the Credit, including amounts of principal, interest, default interest, fees, expenses, linkage differentials and any other amount pursuant to any of the Credit Documents.

13.3.7

“Overdraft Facility Amounts” - If overdraft facilities are part of the types of Credit that are included in the types of Credit that may be utilized, as stated in Section 4 above, the aggregate amount of all of the overdraft facilities of the type that you may utilize on account of the Credit Facility that have been allocated to you in the Facility Accounts, if any, and that are in effect on the relevant date for calculating the fee referred to in Section 11.2 above.

13.3.8

“Unutilized Daily Balance” - The Revalued Facility Amount less all of the balances of the Credit Amounts that are not on account of a Credit Facility allocated in a current account that have been made available to you on account of the facility in any of the Facility Accounts and that have not yet been repaid by the relevant calculation date (even if the agreed repayment date of any such Credit Amounts has not yet arrived).

13.3.9

“Revalued Facility Amount” - The Facility Amount less the Overdraft Facility Amounts that are in effect on the relevant calculation date.

13.3.10

“Large Business” - A corporation that is not a Small Business.

13.3.11

“Small Business” - As this term is defined in the Fee Rules.

13.3.12

“Selling Rate Prevailing at the Bank” - The exchange rate for “transfers/checks/cash - selling” that is published from time to time by the Bank on the Branch Board and on the website of the Bank and that relates to the purchase of relevant foreign currency by us from the Bank on any relevant date plus the conversion fee, any tax, levy or mandatory or other payments.

13.3.13

“Buying Rate Prevailing at the Bank” - The exchange rate for “transfers/checks - buying” that is published from time to time by the Bank on the Branch Board and on the website of the Bank and that relates, as the case may be, to the sale of foreign currency by us to the Bank on any relevant date less