INTERCREDITOR AGREEMENT DATED 19 FEBRUARY 2014 Between MISHMERET TRUST COMPANY LTD. as the Notes Trustee THE HEDGE COUNTERPARTIES B COMMUNICATIONS LTD. as the Issuer THE ENTITIES LISTED IN PART 1 OF SCHEDULE 1 as the Original Debtors CERTAIN...Intercreditor Agreement • February 19th, 2014 • B Communications LTD • Communications services, nec
Clause Page 1. DEFINITIONS AND INTERPRETATION 1 1.1 Definitions 1 1.2 Construction 20 1.3 Third Party Rights 22 2. RANKING, PRIORITY, MAXIMUM HOLDINGS OF NOTEHOLDERS AND MAXIMUM INTEREST IN SECURITY GRANTED TO HEDGE COUNTERPARTIES 22 2.1 Super Senior Liabilities and the Senior Secured Liabilities 22 2.2 Transaction Security 23 2.3 Subordinated Liabilities 23 2.4 Additional and/or refinancing debt 23 2.5 Maximum holdings of Noteholders; maximum interest in certain Security granted to Hedge Counterparties 23 3. SENIOR SECURED NOTES CREDITOR LIABILITIES 25 3.1 Payments of Senior Secured Notes Creditor Liabilities 25 3.2 Amendments and waivers 26 3.3 Option to purchase: Senior Secured Notes Creditors 26 3.4 Terms of purchase 27 3.5 Option to purchase: Notes Trustee 28 3.6 Security and guarantees 28 4. HEDGE COUNTERPARTIES AND HEDGING LIABILITIES 28 4.1 Identity of Hedge Counterparties 28 4.2 Restriction on Payment: Hedging Liabilities 29 4.3 Permitted Payments: Hedging Liabilities 29 4.4 P
