PLEDGE AGREEMENTPledge Agreement • April 22nd, 2016 • Kenon Holdings Ltd. • Water transportation
This Pledge Agreement (this “Agreement”) is made and entered into as of the 17th day of March, 2016 by IC Power Pte. Ltd. (“ICPS”) in favor of Israel Corporation Ltd. (“IC”). IC and ICPS shall each be referred to as a “Party”, and collectively, the “Parties”.
SPIN-OFF AND DISTRIBUTION AGREEMENTSpin-Off and Distribution Agreement • January 8th, 2015 • Kenon Holdings Ltd. • Water transportation
SPIN-OFF AND DISTRIBUTION AGREEMENT, dated as of January 7, 2015 (this “Agreement”), by and between Israel Corporation Ltd., a company incorporated with limited liability organized under the laws of the State of Israel (“IC”), and Kenon Holdings Ltd., a company wholly-owned by IC, with limited liability organized under the laws of Singapore (“Kenon”). Each of IC and Kenon is sometimes referred to herein as a “Party” and together, as the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Appendix 1.
LOAN AGREEMENTLoan Agreement • January 8th, 2015 • Kenon Holdings Ltd. • Water transportation
This Loan Agreement (this “Agreement”) is made and entered into as of the 7th day of January, 2015 by and between Israel Corporation Ltd. (“IC”) and Kenon Holdings Ltd. (“Kenon”). IC and Kenon shall each be referred to as a “Party”, and collectively, the “Parties”.
Hangzhou Chengmao Investment Co., Ltd. and Wuhu Chery Automobile Investment Company Limited Quantum (2007) LLC Qoros Automobile Company Limited in respect of Qoros Automobile Company Limited Investment Agreement May 2017Investment Agreement • April 9th, 2018 • Kenon Holdings Ltd. • Electric services
The Parties have agreed upon strategic cooperation on Qoros Automobile. With respect to this Investment, through friendly consultation, the Parties hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2015 • Kenon Holdings Ltd. • Water transportation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2015 by and between Kenon Holdings Ltd. (the “Company”), a company organized under the laws of Singapore, and Millenium Investments Elad Ltd., a company organized under the laws of the State of Israel (“Millenium”). The Company and Millenium are referred to collectively herein as the “Parties.”
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • April 9th, 2018 • Kenon Holdings Ltd. • Electric services
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Pledge Agreement” or this “Agreement”) is made on the 15thday of February, 2018 (“Effective Date”) by and between KENON HOLDINGS LTD. (Company Registration Number: 201406588W), a company incorporated in Singapore and having its registered office at 160 Robinson Road, #17-01, Singapore Business Federation Centre, Singapore 068914 (“Pledgor”); and NAUTILUS INKIA HOLDINGS LLC, a company organized and existing under the laws of Cayman Islands, for itself and on behalf and for the benefit of Nautilus Distribution Holdings LLC (“Buyer” and the “Pledgee”).
JOINT VENTURE CONTRACT between Wuhu Chery Automobile Investment Co., Ltd. and Quantum (2007) LLC for the Establishment of Chery Quantum Auto Co., Ltd. DATE: February 16, 2007Joint Venture Contract • September 16th, 2014 • Kenon Holdings Ltd. • Water transportation
THIS JOINT VENTURE CONTRACT (the “Contract”) is made on this 16th day of February, 2007 by and between Wuhu Chery Automobile Investment Co., Ltd., a limited liability company duly organized and existing under the laws of the People’s Republic of China (“PRC”), with its legal address at 8 Changchun Road, Wuhu Economic and Technological Development Area, Anhui Province, PRC, (hereinafter referred to as “Party A”), and Quantum (2007) LLC, a limited liability company established and existing under the laws of the State of Delaware, the United States of America, with its legal address at 16192 Coastal Highway, Lewes, Delaware 19958, USA (hereinafter referred to as “Party B”). Party A and Party B are hereinafter collectively referred to as “Parties”, and individually referred to as a “Party”.
JOINT VENTURE CONTRACT among Wuhu Chery Automobile Investment Co., Ltd. Quantum (2007) LLC and Hangzhou Chengmao Investment Co., Ltd. in respect of Qoros Automotive Co., Ltd. DATE: December 20, 2017Joint Venture Contract • April 9th, 2018 • Kenon Holdings Ltd. • Electric services
Wuhu Chery Automobile Investment Co., Ltd., a limited liability company duly organized and existing under the laws of the People’s Republic of China (“PRC”), with its legal address at 8 Changchun Road, Wuhu Economic and Technological Development Area, Anhui Province, PRC (hereinafter referred to as “Party A”);
FIRST AMENDMENT TO THE AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • April 19th, 2021 • Kenon Holdings Ltd. • Electric services
This First Amendment to the Amended and Restated Pledge Agreement (this “Amendment”) is entered into as of October 29, 2020 by and between KENON HOLDINGS LTD. (Company Registration Number: 201406588W), a company incorporated in Singapore and having its registered office at 160 Robinson Road, #17-01, Singapore Business Federation Centre, Singapore 068914 ("Pledgor"); and NAUTILUS INKIA HOLDINGS SCS (f/k/a Nautilus Inkia Holding LLC(, a company organized and existing under the laws of the Grand Duchy of Luxembourg, for itself and on behalf and for the benefit of Nautilus Distribution Holdings LLC ("Buyer" and the "Pledgee").
ContractFurther Release and Cash Support Agreement • April 21st, 2017 • Kenon Holdings Ltd. • Water transportation
Exhibit 4.23 Execution Version Dated March 9, 2017 2017 3 9 KENON HOLDINGS LTD. and CHERY AUTOMOBILE CO. LTD. FURTHER RELEASE AND CASH SUPPORT AGREEMENT
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • April 8th, 2019 • Kenon Holdings Ltd. • Electric services
WHEREAS, the Vendor is the legal and beneficial owner of the 24% equity interest of Qoros Automotive Co., Ltd., a limited liability company organized under the laws of the PRC with its registered capital of RMB 16,925,480,000 (the “Company”); and
ContractAcquisition Agreement • April 6th, 2017 • Kenon Holdings Ltd. • Water transportation
April 6, 2017-- IC Power Israel (ICPI) has entered into an agreement to acquire 95% of the shares of Zomet Energy Ltd. (Zomet) from Ipswich Holdings Netherlands B.V. (47.5%) and Rapac Energy Ltd. (47.5%). Zomet holds the rights to develop a natural gas fired power station at Plugot Junction, Israel with an estimated capacity of approximately 396 MW, in addition to land rights and statutory approvals. Completion of the transaction is subject to the fulfillment of certain conditions, including various regulatory approvals.
FINAL CONCESSION AGREEMENT FOR ELECTRICITY GENERATION No 358-2010 ENTERED INTO BY AND BETWEEN THE MINISTRY OF ENERGY AND MINES AND KALLPA GENERACION S.A.Final Concession Agreement for Electricity Generation • August 14th, 2014 • Kenon Holdings Ltd. • Water transportation
In the city of Lima, this January 05th, 2011, I, Ricardo Fernandini Barreda, Notary in and for Lima, enter this Public Deed whereby according to provisions set forth on subsection h, sections 27 and 54 of Legislative Decree No 1049, appearing:
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • April 19th, 2021 • Kenon Holdings Ltd. • Electric services
WHEREAS, the Vendor is the legal and beneficial owner of the 12% equity interest of Qoros Automotive Co., Ltd., a limited liability company organized under the laws of the PRC with its registered capital of RMB16,925,480,000 (the “Company”); and
JOINT VENTURE CONTRACT between Wuhu Chery Automobile Investment Co., Ltd. and Quantum (2007) LLC for the Establishment of Chery Quantum Auto Co., Ltd. DATE: February 16, 2007Joint Venture Contract • December 19th, 2014 • Kenon Holdings Ltd. • Water transportation
THESE ARTICLES OF ASSOCIATION (the “Articles of Association”) of Chery Quantum Auto Co., Ltd. is formulated on this 16th day of February, 2007 in Beijing, the People’s Republic of China (“PRC”) in accordance with the Law of the People’s Republic of China on Equity Joint Ventures Using Chinese and Foreign Investment (the “Joint Venture Law”), the Regulations for the Implementation of the Law of the People’s Republic of China on Equity Joint Ventures Using Chinese and Foreign Investment (the “Joint Venture Regulations”), the Company Law of the People’s Republic of China (the “Company Law”), other relevant laws and regulations of the PRC, and the provisions of the Joint Venture Contract (the “Joint Venture Contract”) entered into by and between Wuhu Chery Automobile Investment Co., Ltd. (“Party A”), and Quantum (2007) LLC (“Party B”) “) dated February 16, 2007.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2014 • Kenon Holdings Ltd. • Water transportation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2014 by and between Kenon Holdings Ltd. (the “Company”), a company organized under the laws of Singapore, and (“Selling Shareholder”). The Company and Selling Shareholder are referred to collectively herein as the “Parties.”
LOAN AGREEMENTLoan Agreement • April 22nd, 2016 • Kenon Holdings Ltd. • Water transportation
This Loan Agreement (this “Agreement”) is made and entered into as of the 7th day of January, 2015 by and between Israel Corporation Ltd. (“IC”) and Kenon Holdings Ltd. (“Kenon”). IC and Kenon shall each be referred to as a “Party”, and collectively, the “Parties”.
JOINT FILING AGREEMENTJoint Filing Agreement • May 6th, 2015 • Kenon Holdings Ltd. • Water transportation
This JOINT FILING AGREEMENT, dated as of May 6, 2015, is entered into by and among Kenon Holdings Ltd., a company incorporated in Singapore, and Kenon TJ Holdings Pte. Ltd., a company incorporated in Singapore (collectively referred to herein as the “Parties” and, each individually, as a “Party.”) Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that the Statement on Schedule 13D/A, filed on May 6, 2015 (the “Statement”) in respect of the ordinary shares of Tower Semiconductor Ltd., is being filed with the U.S. Securities and Exchange Commission on behalf of each such Party and that all subsequent amendments to the Statement shall be filed on behalf of each of the Parties without the necessity of executing or filing additional joint filing agreements. The Parties hereby acknowledge that each Party shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of
To: Kenon Holdings Ltd. 1 Temasek Avenue #36-01 Millenia Tower Singapore 039192Letter Agreement • April 19th, 2021 • Kenon Holdings Ltd. • Electric services • New York
Re: Letter Agreement (the “Agreement”) regarding additional undertakings in connection with the termination of the Deferred Payment Agreement
AMENDMENT AND RESTATEMENT AGREEMENT RELATING TO THE LOAN AGREEMENT DATED 22 APRIL 2016Loan Agreement • April 19th, 2017 • Kenon Holdings Ltd. • Water transportation • Delaware
This Agreement is supplemental to and amends and restates the loan agreement dated 22 April 2016 between the Borrower and the Lender, as amended by an amendment letter dated 27 June 2016 (the “Existing Loan Agreement”).
STOCK PURCHASE AGREEMENT among IC POWER DISTRIBUTION HOLDINGS PTE, LIMITED as Purchaser and INKIA ENERGY, LIMITED, as Purchaser Guarantor and DEORSA-DEOCSA HOLDINGS LIMITED, as Seller and ESTRELLA COOPERATIEF BA Dated as of December 29, 2015Stock Purchase Agreement • April 22nd, 2016 • Kenon Holdings Ltd. • Water transportation • New York
STOCK PURCHASE AGREEMENT, dated as of December 29, 2015, among IC Power Distribution Holdings Pte, Limited, a company organized and existing under the laws of Singapore (the “Purchaser”), Inkia Energy, Limited, a company organized and existing under the laws of Bermuda (the “Purchaser Guarantor”), DEORSA-DEOCSA HOLDINGS LIMITED, a company organized and existing under the laws of Mauritius (the “Seller”), and Estrella Cooperatief BA, a cooperative with limited liability, with seat in Amsterdam, the Netherlands, having its office address at De Boelelaan 7, 1083 HJ Amsterdam, the Netherlands, and registered with the Dutch Commercial Register under number 52429342 (the “Company”).
GUARANTEE CONTRACT Between Kenon Holdings Ltd. And Chery Automobile Co. Ltd.Guarantee Contract • April 22nd, 2016 • Kenon Holdings Ltd. • Water transportation • Hong Kong
DATED 22 April 2016 LOAN AGREEMENT between QUANTUM (2007) LLC as Borrower and ANSONIA HOLDINGS SINGAPORE B.V. as Lender Skadden, Arps, Slate, Meagher & Flom (UK) LLP Canary Wharf London E14 5DSLoan Agreement • April 22nd, 2016 • Kenon Holdings Ltd. • Water transportation
Dated December 21, 2016 KENON HOLDINGS LTD.Release Agreement • April 19th, 2017 • Kenon Holdings Ltd. • Water transportation
ContractEquity Pledge Contract • April 21st, 2017 • Kenon Holdings Ltd. • Water transportation
Exhibit 4.24 The Second Equity Pledge Contract in relation to 700 Million Loan Quantum (2007) LLC Quantum (2007) LLC (as “Pledgor”) Chery Automobile Co. Ltd. (as “Pledgee”) The Second Equity Pledge Contract in relation to 700 Million Loan 0 3 9 March 9 , 2017 1
Quantum (2007) LLC Quantum (2007) LLC (as “Pledgor”) Chery Automobile Co. Ltd. (as “Pledgee”)Equity Pledge Contract • April 19th, 2017 • Kenon Holdings Ltd. • Water transportation
Quantum (2007) LLC, as the pledgor, a limited liability company incorporated under the laws of the State of Delaware, the United States of America, with its legal address at 16192 Coastal Highway, Lewes, Delaware 19958, USA (hereinafter referred to as the “Pledgor”);
FACILITY AGREEMENT DATED JANUARY 2ND, 2011 BETWEEN as the Borrower BANK LEUMI LE-ISRAEL B.M. as Arranger BANK LEUMI LE-ISRAEL B.M. as Agent BANK LEUMI LE – ISRAEL TRUST COMPANY LTD. as Security Trustee and the Senior Lenders named herein Facility...Facility Agreement • March 31st, 2015 • Kenon Holdings Ltd. • Water transportation • Tel-Aviv
WHEREAS, the Borrower has requested the Senior Lenders to extend credit in order to enable the Borrower, on the terms and subject to the conditions of this Agreement, to borrow from time to time during the Availability Period, under the Facilities, in an aggregate principal amount not in excess of the Total Commitments;
CREDIT AGREEMENT Dated as of August 17, 2012 among CERRO DEL AGUILA S.A. as the Borrower SUMITOMO MITSUI BANKING CORPORATION as the Administrative Agent SUMITOMO MITSUI BANKING CORPORATION as the SACE Agent THE BANK OF NOVA SCOTIA as the Offshore...Credit Agreement • March 31st, 2015 • Kenon Holdings Ltd. • Water transportation • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of August 17, 2012, is made among Cerro del Aguila S.A., a sociedad anónima organized under the laws of Peru (the “Borrower”), each of the lenders that is a signatory to this Agreement identified as a “Lender” on the signature pages to this Agreement or that, pursuant to Section 11.06(b), shall become a “Lender” under this Agreement, Sumitomo Mitsui Banking Corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), The Bank of Nova Scotia as offshore collateral agent for the Secured Parties (in such capacity, the “Offshore Collateral Agent”), Scotiabank Peru, S.A.A., as onshore collateral agent for the Secured Parties (in such capacity, the “Onshore Collateral Agent”) and Sumitomo Mitsui Banking Corporation, as administrative agent for the Tranche D Lenders (in such capacity, the “SACE Agent”). Capitalized terms used in the recitals below have the meanings given them in Article I of this Agreem
ContractSenior Facilities Agreement • April 8th, 2019 • Kenon Holdings Ltd. • Electric services
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”).
AMENDMENT NO. 1 TO DEFERRED PAYMENT AGREEMENTDeferred Payment Agreement • April 30th, 2020 • Kenon Holdings Ltd. • Electric services • New York
This AMENDMENT NO. 1 to the Deferred Payment Agreement, dated as of December 19, 2019 (this “Amendment”), is entered into between NAUTILUS ENERGY TOPCO LLC, a limited liability company organized under the laws of the Cayman Islands (the “Company” or the “Payee”), and KENON HOLDINGS LTD., a limited company incorporated under the laws of Singapore, as payor (“Kenon” or the “Payor”), and amends the Deferred Payment Agreement, dated as of December 28, 2017 (as amended, supplemented or otherwise modified from time to time, the “Deferred Payment Agreement”) entered into among the Company, ISQ GLOBAL INFRASTRUCTURE FUND II, L.P., a limited partnership organized under the laws of the Cayman Islands, as guarantor (the “Guarantor”), and INKIA ENERGY LIMITED, an exempted company incorporated in Bermuda (the “Original Payor”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Deferred Payment Agreement.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • May 6th, 2015 • Kenon Holdings Ltd. • Water transportation
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2015 • Kenon Holdings Ltd. • Water transportation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2015 by and between Kenon Holdings Ltd. (the “Company”), a company organized under the laws of Singapore, and Bank Leumi Le-Israel B.M., a company organized under the laws of the State of Israel (“Bank Leumi”). The Company and Bank Leumi are referred to collectively herein as the “Parties.”
Mr. Notary Public:Binding Transportation Service Agreement • August 14th, 2014 • Kenon Holdings Ltd. • Water transportation • Lima
Please add to your Public Records Register an entry for the NATURAL GAS Binding TRANSPORTATION SERVICE AGREEMENT signed, on one hand, by Transportadora de Gas del Perú S.A. (TGP) (hereinafter, the Concessionaire), with Taxpayer Identification Number 20499432021, domiciled at Av. Victor Andrés Belaúnde 147, Vía Principal 155- Torre Real 3, Of.501 Centro Empresarial Real – San Isidro, Lima, duly represented by its General Manager, Mr. Ricardo Ferreiro, identified with Alien’s card N° 000348158, as appears on Power registered on entry C00039 of Electronic Record N° 11227891 of The Public Records Office of Lima, and by its representative, Mr. Tomás Delgado Farizo, identified with Alien’s Card N° 174982, as appears on Power registered on entry C00033 of Electronic Record 11227891 of The Public Records Office of Lima; and, on the other hand KALLPA GENERACIÓN S.A. (hereinafter The User), with Taxpayer Identification Number 20510992904, domiciled at Av. Santo Toribio N° 115, Piso 7, San Isidro
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2015 • Kenon Holdings Ltd. • Water transportation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2015 by and between Kenon Holdings Ltd. (the “Company”), a company organized under the laws of Singapore, and XT Investments Ltd., a company organized under the laws of the State of Israel (“XT Investments”). The Company and XT Investments are referred to collectively herein as the “Parties.”
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Quantum (2007) LLCLimited Liability Company Agreement • April 19th, 2017 • Kenon Holdings Ltd. • Water transportation • Delaware
This Fourth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Quantum (2007) LLC (the “Company”) is entered into this 2nd day of September August 2016, by and between Robert Rosen, (the “Manager”), Kenon Holdings Ltd. (the “Class A Member”), and Ansonia Holdings Singapore B.V. (the “Class B Member” and, together with the Class A Member, the “Members”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”), and amends and restates that certain Third Amended and Restated Limited Liability Company Agreement entered into on June 28, 2016 between the Manager and the Members (the “Original LLC Agreement”).
