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(solicitation and communications)

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PFI PQ (Pre-Qualification

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PQ

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/02/11

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uzil@inbal.co.il

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.1

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PQ

PQ

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Single Purpose Company PQ

PQ PQ Anticipated Shareholdings in the PQ PQ PQ SPC

PQ

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(iii) PQ

(ii)

i Ultimate Parent

PQ PQ

(iv) Pre-qualification Submission Date

.Ultimate Parents

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Ultimate Parents

Ultimate Parents

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sealed

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PPP

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Ultimate PQ Parents

Ultimate Parents

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know how

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A AA

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First Class

A International Bank

(Confirmation)

PFI

14.4.2.3

PFI

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PFI

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Fixed

Turnkey Price

(back-to-back)

On a Need to Know

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Basis

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A A

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CR OC

T= CR* 0% + OC* 0%

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F= BP*80%+EQ*20%

EQ

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24.99

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: T

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AR

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AR

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best and final

best and final

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(solicitation and communications)

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(SPC)

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uzil@inbal . co . il

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PQ

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Parent Ultimate

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U l t i m a t e Pa r e n t s

U l t i m a t e Pa r e n t s

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CR

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Schedule 4
DECLARATION OF NONE CONVICTIONS / DESCRIPTION OF CONVICTIONS and/or CRIMINAL PROCEDURES; and WAIVER OF CONFIDENTIALITY

Will be Submitted at the Time of the Submission of the Bids Without derogating from the provisions of any law, including the provisions of the Prisons Ordinance and the regulations thereunder, and without derogating from the provisions of the permit for the construction, management and operation of a privately-managed prison

pursuant to Section 128XIII of the Prisons Ordinance, the form specified hereinafter will be filled in and signed by each and every individual and/or body specified in Sections 1 through 3 hereunder, as the case may be [excluding, that a form on behalf of an officer, may be signed by the corporation's authorized signatories on behalf of such officer of such company, for the purpose of submission of the bid (and for that purpose only) in accordance and subject to the provisions dealing with that matter under Section 10.4.6 of the Invitation For Bids, and without derogating from them]:

State of Israel - Ministry of Finance - Accountant Generals Branch Through the Department for Projects in Cooperation with the Private Sector, Inbal Insurance Company Ltd. Dear Sir / Madam: Re: Declaration of None Convictions / Description of Convictions and/or Criminal Procedures; and Waiver of Confidentiality

I / We, the undersigned, __________________ I.D. / Co. No.________________ , (hereinafter: the Declarant/s"), hereby declare to you that:
[Please mark one of the options specified in Sections 1 through 3 below]:

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1. 2.

I am the Bidder / Officer in the Bidder. I am a Shareholder of the Bidder / Officer in a Shareholder of the Bidder as specified in Section 10.4.6 of the Invitation For Bids.

3.

I am the Bidder's Operating Contractor / the Experienced Prison Operator related to the Bidder / the Chief Architect / an Officer in one of the aforesaid bodies, as specified in Section 10.4.6 of the Invitation For Bids. For the removal of any doubt, it should be clarified, that for the purpose of this Schedule 4: "Officer" means - as defined in Section 128XI of the Prisons Ordinance.

4.

Please Circle the Relevant Option from Section 4 below and Sign according to the Instructions, including on the Signature Place at the Bottom of the Form: Option A: I was never convicted and no criminal procedures whatsoever have been conducted against me: ________________ ___________________

Name and Signature of the Company / Individual Option B: The following legal procedure(s) is / are conducted against me/us in connection with the criminal offenses, as defined in the Invitation, noted alongside of it/them: Description of the Legal/Investigation Procedure(s): a.______________________________________ b.______________________________________ c.______________________________________ the Criminal Offence: _________________ _________________ _________________

I/We have been convicted in the criminal Offence(s), as defined in the Invitation, as follows: a.______________________________________

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b.______________________________________ c.______________________________________ 5. I/we hereby irrevocably empower the Tender Committee (hereinafter: the Committee) and/or anyone on its behalf, to freely review the criminal register conducted in my/our name in accordance with the Criminal Register and Rehabilitation of Offenders Regulations Law 5741-1981 (hereinafter: The Register), and to receive any information, details and/or document in connection with the criminal offenses in which I have been convicted, and/or with respect to any procedure(s) and/or any criminal investigation(s) conducted against me, from the police and/or from any other relevant body. 6. Furthermore, in the event that, at the opinion of the Committee, further confirmation is required in accordance with the laws of the relevant country, for the purpose of review of the aforesaid Register, I/we hereby undertake to deliver to the Committee, upon the Committees request, a certificate of confirmation as aforesaid within such period of time as the Committee shall stipulate in its request to me/us.

Signature and Seal of the Declarant/s

Date

Signature & Seal of Attorney at Law

I hereby certify by my signature that the signatories on behalf of the Declarant/s were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this form in my presence.

Date

Comment: In the event (and only in the event) that a corporation signs on behalf of its officer, in accordance with and subject to the provisions of Section 10.4.6 of the Invitation: (1) The corporation shall sign on a separate form regarding each officer that on his behalf it has signed the Form: (2) In such event, a corporation which signs on behalf of its officer, as aforesaid, may cross a line on Sections 5 and 6 of this Form.

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Schedule 4A
DECLARATION OF NONE CONVICTIONS / DESCRIPTION OF CONVICTIONS and/or CRIMINAL PROCEDURES; and WAIVER OF CONFIDENTIALITY

will be Submitted within 30 days From Receipt of the Notification of Nomination for Wining the Tender; and will Constitute a Condition for Receipt of Notification of Wining the Tender Without derogating from the provisions of any law, including the provisions of the Prisons Ordinance and the regulations thereunder, and without derogating from the provisions of the permit for the construction, management and operation of a privately-managed prison pursuant to Section 128XIII of the Prisons Ordinance, the form specified hereinafter will be filled in and signed by each and every individual(s) and/or bodies specified in Sections 1-2 hereunder, as the case may be.

State of Israel - Ministry of Finance - Accountant Generals Branch Through the Department for Projects in Cooperation with the Private Sector, Inbal Insurance Company Ltd.

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Dear Sir / Madam: Re: Declaration of None Convictions / Description of Convictions and/or Criminal Procedures; and Waiver of Confidentiality

I / We, the undersigned, __________________ I.D. / Co. No.________________ , (hereinafter: the Declarant/s"), hereby declare to you that:
[please mark one of the options specified in Sections 1-2 below:]

1.

I am an officer in a Shareholder of the Bidder / an officer in the Operating Contractor of the Bidder (or in the Experienced Prison Operator of the bidder) / an officer in the Chief Architect - whose declaration was not required from the bidder (according to the previsions of the Invitation for Bids) under Schedule 4, or whose declaration was submitted in schedule 4 (according to Section 10.4.6 of the Invitation for Bids), but was not personally signed by him (at the time of submission of Schedule 4).

2.

I am an Interested Party in the Bidder, directly or indirectly / an Interested Party in the Operating Contractor of the Bidder, directly or indirectly / an Interested Party in the Experienced Prison Operator of the Bidder, directly or indirectly / an Interested Party in the Chief Architect, directly and indirectly.

For the removal of any doubt, it should be clarified, that for the purpose of this Schedule 4A: "Officer" means - as defined in Section 128XI of the Prisons Ordinance; "Interested Party" means - as defined in Section 128XI of the Prisons Ordinance. 3. Please Circle the Relevant Option from Section 3 below, and Sign according to Instructions, including on the Signature Place at the Bottom of the Form: Option A:

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I was never convicted and no criminal procedures whatsoever have been conducted against me: ________________ ____________________

Name and Signature of Company/Individual Option B: The following legal procedure(s) is / are conducted against me/us in connection with the criminal offenses, as defined in the Invitation, noted alongside of it/them: Description of the Legal/Investigation Procedure(s): a.______________________________________ b.______________________________________ c.______________________________________ the Criminal Offence: _________________ _________________ _________________

I/We have been convicted in a criminal Offence, as defined in the Invitation, as follows: a.______________________________________ b.______________________________________ c.______________________________________ 4. I/we hereby irrevocably empower the Tender Committee (hereinafter: The Committee) and/or anyone on its behalf, to freely review the criminal register conducted in my/our name in accordance with the Criminal Register and Rehabilitation of Offenders Regulations Law 5741-1981 (hereinafter: The Register), and to receive any information, details and/or document in connection with the criminal offenses in which I have been convicted, and/or with respect to any procedure(s) and/or any criminal investigation(s) conducted against me, from the police and/or from any other relevant body. 5. Furthermore, in the event that, in the opinion of the Committee, further confirmation is required in accordance with the laws of the relevant country for the purpose of review

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of the aforesaid Register, I/we hereby undertake to deliver to the Committee, upon the Committees request, a certificate of confirmation as aforesaid within such period of time as the Committee shall stipulate in its request to me/us.

Signature and Seal of the Declarant/s

Date

Signature

and

Seal

of

Date

Attorney at Law
I hereby certify by my signature that the signatories on behalf of the Declarant/s were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this form in my presence.

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Base Case

PFI

PFI

PFI

PFI

St and-By

PFI

PFI

PFI

ADSCR ( Annual Debt Service Cover Rat io)

PFI

LLCR ( Loan Lif e Cover Rat io)

PLCR ( Proj ect Lif e Cover Rat io)

Equit y I RR Proj ect I RR

Excel

CD

PFI

Ult imat e Parent s

PFI

PFI

PFI

PFI

Ultimate Parents
Ult imat e Par ent s

Ultimate Parent

Ultimate Parents

Ult imat e Par ent s

PFI

PFI

Ult imat e Par ent s

Ultimate Parent
U lti ma t e Pa ren t

U lti ma t e Pa ren t

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FORM NO. 3 SCHEDULE 7

INFORMATION ABOUT THE SHAREHOLDERS AND THE ULTIMATE PARENTS IN THE BIDDER (IF RELIED UPON)

(This Form is to be completed separately by each of the shareholders in the Bidder together with its Ultimate Parents (if relevant))

1.

General Information

Name of Shareholder in the Bidder: ____________________________________ Company/I. D. No: ____________________________________

Percentage Holdings in the Bidder: _____________ % Name of the Ultimate Parent: ________________________________

Percentage holding in the Shareholder in the Bidder: ____________________%

2.

Declarations and Undertakings

The Shareholders in the Bidder and the Ultimate Parents hereby, jointly and severally, declare and undertake that:

2.1

They have received the Tender documents, have read and understood

them, and that they accept upon themselves the terms and conditions thereof, and in particular the powers vested thereby in the Tender Committee. 2.2 They have reviewed the provisions of the Tender documents, and

particularly of the Concession Agreement, that impose restrictions and obligations

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directly on the Shareholders and that every one of the aforesaid obligations are to be regarded, as of the date of signing this Schedule, to have been made by each of them, jointly and severally, and jointly and severally with the Bidder.

2.3

They have examined the representations and declarations contained in

the Proposal for the Tender, and in the Concession Agreement, and that every one of the aforesaid representations and declarations are to be regarded, as of the date of signing of this Schedule, to have been made by each of them, jointly and severally, and jointly and severally with the Bidder. 2.4 That other than as specified below, since the date of submission of the

bids in the Prequalification Stage, no material change has occurred in relation to the Shareholders and the Ultimate Parents, in comparison with the data presented in respect thereof in the framework of the Prequalification Stage, and in particular that: 2.4.1 No material change has occurred in its legal status, and to the best of its knowledge, following the conduct of an appropriate examination, no such change is anticipated;

2.4.2

No material change has occurred in its financial position, and following the conduct of an appropriate examination, no such change is anticipated;

2.4.3

No material legal claims have been submitted against it, and following the conduct of an appropriate examination, the submission of such claims is not anticipated;

2.4.4

No events have occurred which affect it and/or that could potentially affect the Bidder's ability to execute the Project and perform its obligations under the Concession Agreement; and furthermore

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2.4.5

No change has occurred in relation thereto in respect of any of the other matters specified in Chapter C of the Invitation in the Prequalification Stage and in the declarations contained in the bid forms in the Prequalification Stage.

______________________________________________________

______________________________________________________

______________________________________________________

______________________________________________________

______________________________________________________

_____________________________________________________

2.5

To the best of their knowledge, and after the conduct of an appropriate

examination, all the data, representations and declarations included in the Bid are correct, complete and exact and are updated as of the date of submission of the Bid, and no detail, which could affect the discretion of the Tender Committee, has been omitted from the Bid. 2.6 The Authorized Representative whose particulars are detailed in Form No. 5,

has been legally authorized by them to perform all the actions and to sign all the documents pertaining to the Tender, in their name and on their behalf.

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2.7

The force and effect of their obligations under this form will not be prejudiced

even in the event of a change in the Tender documents, and particularly in the Concession Agreement, at any stage whatsoever, and they give their consent in advance to any such change, and their obligations in accordance with this Form will be adjusted so as to be compatible with the Tender documents revised as aforesaid. 2.8 The Shareholders Agreement attached to the Bid is the only existing agreement

between the shareholders (all or some of them) with respect to the Tender and/or the Project, and apart from it no other such agreements exist. 2.9 They, as well as any body that controls any of them or that is controlled by any

of them or is that is under joint control with any one of them, are participating in the Tender only in this Bid. 2.10 They are not associated, directly or indirectly, with any of the advisors specified

in Schedule 3 of the Invitation, for the purposes of the Tender and/or the Project. 3. Attachments 3.1 Shareholders' and the Ultimate Parents' last existing annual audited financial

reports as of the Date of Submission of the Bids. 3.2 The Shareholders reviewed reports for the period following the last audited

financial report (as aforesaid), and up to the date of submission of the Bids.

4.

Miscellaneous

4.1 Israel.

Any matter pertaining to this Form shall be subject to the Laws of the State of

4.2

The provisions prescribed in the Concession Agreement for the resolution of

disputes shall apply, mutatis mutandis, to any dispute pertaining to this Schedule.

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4.3

Without derogating from the aforesaid, the Jerusalem District Court shall have

exclusive jurisdiction in relation to any matter deriving from or pertaining to this

Schedule. 4.4

The address of the undersigned shall be through the Bidder, and the Bidder shall

be authorized to receive on its behalf notices and documents in connection with the Tender and/or the Project.

Signature and Seal of Attorney Signature and Seal of the shareholder in the Bidder
I hereby declare and certify by my signature that the signatories on behalf of the shareholder in the Bidder are duly authorized to sign on its behalf and to bind it for the purposes of the Tender.

Date

at Law

Date

I hereby certify by my signature that the signatories on behalf of the shareholder were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this Form in my presence.

Signature and Seal of the Ultimate Parent

Date Signature and Seal of Attorney at Law

I hereby declare and certify by my signature that the signatories on behalf of the Ultimate Parent are duly authorized to sign on its behalf and to bind it for the purposes of the Tender.

Date

I hereby certify by my signature that the

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signatories on behalf of the Ultimate Parent were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this Form in my presence.

Ultimate Parents
Ult imat e Par ent s

Ultimate Parent

Ultimate Parent

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Ultimate Parent

Ultimate Parents

PFI

Ultimate Parent
U lti ma t e Pa ren t

U lti ma t e Pa ren t

Ultimate Parent
U lti ma t e Pa ren t

U lti ma t e Pa ren t

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Ultimate Parent
U lti ma t e Pa ren t

U lti ma t e Pa ren t

FORM NO. 3A SCHEDULE 7

UNDERTAKINGS OF THE SHAREHOLDERS AND THE ULTIMATE PARENTS (IF RELIED UPON) JOINTLY AND SEVERALLY IN THE BIDDER
(This Form is to be completed separately by each of the shareholders in the Bidder together with its Ultimate Parents (if relevant))

1 . Ge ne r a l I nf or m a t ion N a m e of Sha r e holde r in t h e Bidde r Com pa n y/ I . D . N o:

___________________________ ____________________________

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Pe r ce nt a ge H oldin gs in t he Bidde r : N a m e of t he Ult im a t e Pa r e n t : Pe r ce nt a ge holdin g in t h e Sha r e holde r in t h e Bidde r : N a m e of Sh a r e h olde r in t h e Bidde r Com pa n y/ I . D . N o: Pe r ce nt a ge H oldings in t h e Bidde r : N a m e of t he Ult im a t e Pa r e n t : Pe r ce nt a ge h oldin g in t h e Sha r e holde r in t h e Bidde r : N a m e of Sh a r e h olde r in t h e Bidde r Com pa n y/ I . D . N o: Pe r ce nt a ge H oldings in t h e Bidde r : N a m e of t he Ult im a t e Pa r e n t : Pe r ce nt a ge h oldin g in t h e Sha r e holde r in t h e Bidde r :

________%

____________________________

___________________________ ____________________________ ________%

____________________________

___________________________ ____________________________ ________%

____________________________

2. Declarations and Undertakings The Shareholders in the Bidder and the Ultimate Parents hereby, jointly and severally, declare and undertake that:
2.1. They have received t he Tender document s, have r ead and underst ood t hem and t hat t hey accept upon t hemselves t he t erms and condit ions t her eof , and in par t icular t he powers vest ed t her eby in t he Tender Commit t ee. They have r eviewed t he pr ovisions of t he Tender document s, and part icularly of t he Concession Agr eement , t hat impose r est rict ions and obligat ions direct ly on t he Shareholder s and t hat every one of t he af oresaid obligat ions are t o be regar ded, as of t he dat e of signing t his Schedule, t o have been made by each of t hem, j oint ly and sever ally,

2.2.

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and j oint ly and Shar eholders. 2.3.

severally

wit h

t he

Bidder

and

wit h

t he

ot her

They j oint ly and sever ally undert ake t o invest in t he Concessionair e t he pr opor t ionat e amount of t he Concessionaires equit y, as specif ied in t he Shar eholders Agr eement , in accor dance wit h t he Shar eholder's pr oport ionat e share in t he Concessionair es equit y, and t hat such sum shall be invest ed by t he Concessionair e in t he Pr oj ect . The af or esaid undert aking shall remain in ef f ect unt il t he St at e cer t if ies t hat each of t he Shareholder s in t he Concessionair e has invest ed it s share in t he Concessionair es equit y, and t hat said amount s have been invest ed by t he Concessionair e in t he Pr oj ect . They j oint ly and sever ally undert ake t o invest in t he Concessionair e t he pr opor t ionat e amount of t he shareholder s' loans t o t he Concessionair e in accordance wit h t he Shareholders Agr eement and in accordance wit h t he Shar eholders' Loans Agr eement s, and t hat said amount shall be invest ed by t he Concessionair e in t he Proj ect . The af oresaid under t aking shall r emain in ef f ect unt il t he St at e conf irms t hat each of t he Shar eholders in t he Concessionair e has invest ed it s shar e of t he shar eholders' loans t o t he Concessionair e, and t hat said amount s have been invest ed by t he Concessionair e in t he Pr oj ect . The Shar eholders Agr eement at t ached t o t he Bid is t he only exist ing agreement bet ween t he Shar eholders ( all or some of t hem) wit h respect t o t he Tender and/ or t he Pr oj ect and apart f r om it , no ot her such agr eement s exist .

2.4.

2.5.

3. Miscellaneous 3.1. Any matter pertaining to this Form shall be subject to the Laws of the State of Israel. 3.2. The provisions prescribed in the Agreement for the resolution of disputes shall apply, mutatis mutandis, to any dispute pertaining to this Schedule. 3.3. Without derogating from the aforesaid, the Jerusalem District Court shall have exclusive jurisdiction in relation to any matter deriving from or pertaining to this Schedule. 3.4. The address of the undersigned shall be through the Bidder, and the Bidder shall be authorized to receive on its behalf notifices and documents in connection with the Tender and/or the Project.

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Signature and Seal of the shareholder in the Bidder

Date Signature

and

Seal

of

Date

Attorney at Law
I hereby declare and certify by my signature that the signatories on behalf of the shareholder in the Bidder are duly authorized to sign on its behalf and to bind it for the purposes of the Tender.

I hereby certify by my signature that the signatories on behalf of the shareholder were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this Form in my presence.

Signature and Seal of the Ultimate Parent

Date Signature

and

Seal

of

Date

Attorney at Law
I hereby declare and certify by my signature that the signatories on behalf of the Ultimate Parent are duly authorized to sign on its behalf and to bind it for the purposes of the Tender.

I hereby certify by my signature that the signatories on behalf of the Ultimate Parent were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this Form in my presence.

Signature and Seal of

Date Signature

and

Seal

of

Date

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the shareholder in the Bidder

Attorney at Law
I hereby declare and certify by my signature that the signatories on behalf of the shareholder in the Bidder are duly authorized to sign on its behalf and to bind it for the purposes of the Tender.

I hereby certify by my signature that the signatories on behalf of the shareholder were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this Form in my presence.

Signature and Seal of the Ultimate Parent

Date Signature

and

Seal

of

Date

Attorney at Law
I hereby declare and certify by my signature that the signatories on behalf of the Ultimate Parent are duly authorized to sign on its behalf and to bind it for the purposes of the Tender.

I hereby certify by my signature that the signatories on behalf of the Ultimate Parent were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this Form in my presence.

Signature and Seal of the shareholder in the Bidder

Date Signature

and

Seal

of

Date

Attorney at Law
I hereby declare and certify by my signature that the signatories on behalf of the shareholder in the Bidder are duly authorized to sign on its behalf and to bind it for the purposes of the

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Tender.

I hereby certify by my signature that the signatories on behalf of the shareholder were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this Form in my presence.

Signature and Seal of the Ultimate Parent

Date Signature

and

Seal

of

Date

Attorney at Law
I hereby declare and certify by my signature that the signatories on behalf of the Ultimate Parent are duly authorized to sign on its behalf and to bind it for the purposes of the Tender.

I hereby certify by my signature that the signatories on behalf of the Ultimate Parent were cautioned by me to declare the truth and were warned that they could incur the penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this Form in my presence.

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FORM NO.4 SCHEDULE 7

INFORMATION ABOUT THE SUB-CONTRACTORS

(This form is to be completed by the Sub-contractors)

1.

General Information

Name of the Sub-Contractor: ________________________________

2.

Declarations and Undertakings:

The Sub-contractor hereby declares and undertakes that:

2.1.

Save as specified hereunder, since the date of submission of the bids in the Prequalification Stage, no material change has occurred in relation thereto in comparison with the data presented in respect thereof in the framework of the bid in the Prequalification Stage, and in particular that:

2.1.1. No material change has occurred in its legal status, and to the best of its knowledge, following the conduct of an appropriate examination, no such change is anticipated;

2.1.2. No material adverse change has occurred in its financial position, and following the conduct of an appropriate examination, no such change is anticipated;

2.1.3. No material legal claims have been submitted against it, and following the conduct of an appropriate examination, the submission of such claims is not anticipated;

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2.1.4. No events have occurred which affect it and/or that could potentially affect the Bidders ability to execute the Project and perform its obligations under the Concession Agreement; and furthermore

2.1.5. No change has occurred in relation to it in respect of any of the other matters specified in Chapter C Article 8 of the Invitation in the Prequalification Stage and in the declarations contained in the bid forms of the Prequalification Stage.

2.1.6. In the event of the Bidder being declared the winner of the Tender and the Concession Agreement being signed therewith, it undertakes to act as the Sub-contractor in the Project for a period of ____________.

2.1.7. It will contribute and convey its know-how and experience for the purposes of the Project, and in particular the know-how and experience that was presented to the Tender Committee in the framework of the Prequalification Stage, whether with the object of complying with the pre-conditions, or for point scoring purposes, or for any other purpose, in accordance with the conditions of the Tender and the Concession Agreement.

2.1.8. The force of its undertakings will not change even in the event of a change in the Tender documents, and in particular in the Concession Agreement, at any stage whatsoever, and it gives its consent in advance to any such aforesaid change.

2.1.9. In the event of the Bidder being declared the winner of the Tender and the Concession Agreement being signed therewith, it undertakes to enter into a complete and binding agreement with the Bidder, on the basis of the binding principles agreement that shall be submitted by the Bidder as part of the Bid document.

2.1.10. It, as well as any body that controls it or that is controlled thereby or that is jointly controlled together with it, are participating in the Tender only in the framework of this Bid.

2.1.11. It is not associated, directly or indirectly, with any of the advisors specified in Schedule 3 of the Invitation, for the purposes of the Tender and/or of the Project.

3.

Attachments

3.1.

Recognized Contractor Certificate for Government Works (* designation or certificate of the Board of Recognized Contractors within the framework of the Inter-ministerial

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Committee for determining proceedings for awarding Governmental Works to Contractors, according to the updated requirements as of the date of submission of the Bids).

3.2.

A copy of the binding principles agreement between the Bidder and the Sub-contractor.

4.

Miscellaneous

4.1.

Any matter pertaining to this Form shall be subject to the Laws of the State of Israel.

4.2.

The provisions prescribed in the Agreement for the resolution of disputes shall apply, mutatis mutandis, to any dispute pertaining to this Form.

4.3.

Without derogating from the aforesaid, the Jerusalem District Court shall have exclusive jurisdiction in relation to any matter deriving from or pertaining to this Form.

4.4

The address of the undersigned shall be through the Bidder, and the Bidder shall be authorized to receive on its behalf notices and documents in connection with the Tender and/or the Project.

Signature and Seal of the Sub-contractor

Date Signature and Seal of Attorney at Law

I hereby declare and certify by my signature that the signatories on behalf of the Sub-contractor are duly authorized to sign on its behalf and to bind it for the purposes of the Tender

Date

I hereby certify by my signature that the signatories on behalf of the Sub-contractor were cautioned by me to declare the truth and were warned that they could incur the

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penalties prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this Form in my presence.

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FORM NO. 5 SCHEDULE 7

NOTARIZED POWER OF ATTORNEY FOR THE APPOINTMENT OF THE BIDDERS REPRESENTATIVE

I/we the undersigned _______________________, shareholder of the Bidder, hereby appoint ____________________ (hereinafter: The Representative) holder of I.D.

no._______________ of __________________ Street to perform and act in my/our name and on my/our behalf and in the name of the Bidder and on its behalf all of the following acts, in whole or in part, all in relation to the proceedings of Tender No._____________ for the Design, Construction, Operation and Financing of a prison near Beersheva (hereinafter: The Tender) as set forth hereunder:

1.

To approach the Tender Committee, responsible for the administration of the Tender

proceedings (hereinafter: The Tender Committee), and to receive instructions of any kind and type for and on my/our behalf and in my/our name and for and on behalf of the Bidder and in the Bidder's name.

2.

To receive in my/our name and in the name of the Bidder notices of any kind and

type addressed to the Bidder by the Tender Committee.

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3.

To submit in my/our name and in the name of the Bidder notices of update of any

kind and type to the Tender Committee in accordance with the contents of the Invitation to Tender.

4.

To take all such actions and sign any document or written instrument, without

exception, which the Representative deems necessary in relation to any matter deriving from and/or pertaining to the Tender proceedings.

5.

We hereby undertake that this Power of Attorney shall not be revoked and/or

modified, unless prior to its revocation and/or modification, as aforesaid, and as a prior condition to the effectiveness of such modification and/or revocation, we shall provide the Tender Committee with a new Notarized Power of Attorney, certified by all the shareholders in the Bidder, in the form required under this Form and in accordance with its conditions, under which a new Representative on our behalf shall be empowered, and to which a revised and duly updated Schedule 13 (Details of the New Authorized Representative) will be attached. Until the date of receipt of the Tender Committee's written confirmation of

receiving the new Power of Attorney and Schedule 13, updated, as aforesaid, the previous Power of Attorney and the corresponding Schedule 13 shall continue to be valid and binding for any and all purposes.

6.

The words appearing in the singular form shall also include the plural and vice versa.

IN WITNESS WHEREOF THIS POWER OF ATTORNEY HAS BEEN EXECUTED THIS ___ DAY OF ________ [ MONTH], _________ [YEAR].

_____________________________________________

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Signature and Seal of the Shareholder of the Bidder

NOTARYS CERTIFICATE

I the undersigned, _________________, a Notary of __________________ Street, hereby certify that on the day of _________________, the duly authorized signatory on behalf of the shareholder of the Bidder, whose identity was proved to me by means of _________________, appeared before me, and signed this Power of Attorney of his own free will. In witness whereof, I authenticate his signature by my signature and seal.

Date: _____________

_________________________ Signature of Notary

_____________________________ Seal of Notary

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Tender Bond

Dat e: _________

The St a t e of I sr a e l By t he Account a nt Ge ne r a l De pa r t m e nt
Minist ry of Finance

Dear Sir / Madam. Re : Le t t e r of Gua r a nt e e N o. _ _ 1. At t he r equest of ____________________ ( her einaf t er: t he Te n de r e r ) , we hereby est ablish our aut onomous and uncondit ional Guar ant ee in your f avor , in t he amount of ( hereinaf t er: t he "Pr incipa l Sum ) linked t o t he Consumer Price I ndex ( t he " I nde x " ) in accor dance wit h t he condit ions specif ied her eunder ( her einaf t er: t he "Am ou nt of t he Gua r a n t e e ) , in connect ion wit h t he I nvit at ion t o Tender f or t he Planning, Const ruct ion, Operat ion and Financing of a Prison in t he Vicinit y of Be'er -Sheva, published by t he Gover nment of I srael on ______ ( t he " I nvit a t ion " ) .

2.

The linkage t er ms ar e as f ollows:

If on the date on which we pay you any sum pursuant to this Letter of Guarantee the last Index published by the Israeli Central Bureau of Statistics, prior to actual payment (hereinafter: the "New Index) is higher than the base index which was published on _________ and which is _______ points (hereinafter: the "Base Index), we shall pay you the Principal Sum plus the linkage differentials in an amount equal to the difference between the New Index and the Base Index multiplied by the Principal Sum, divided by the Base Index.
3. We under t ake t o pay you any sum t hat you might demand up t o t he Amount of t he Guar ant ee, by sending said amount t o your addr ess specif ied above, wit hin seven days of r eceiving your f irst writ t en demand ( her einaf t er: t he D e m a n d Le t t e r ) , wit hout r equiring you t o explain or pr ovide gr ounds f or your demand or t o prove it in any way what soever, and wit hout r equiring you t o f irst demand of t he Tender er payment of t he af oresaid amount . Fur t her more, it is her eby expressly agr eed t hat you shall not be obliged t o init iat e legal pr oceedings against t he Tender er and/ or t o f irst demand payment f r om t he Tenderer, and/ or t o exer cise

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ot her securit ies, as a pre- condit ion f or our payment of t he Amount of t he Guar ant ee. 4. You ar e aut horized and ent it led t o exer cise t he Guarant ee by demand as af oresaid, f r om t ime t o t ime, f or any sum t hat you shall decide upon up t o t he Amount of t he Guar ant ee, including exer cise t her eof in inst allment s, pr ovided t hat t he t ot al amount t hat you shall demand and t hat we shall pay in r espect of t his Guar ant ee shall not exceed t he Amount of t he Guar ant ee, plus linkage dif f er ent ials as specif ied above, and t he payment shall be r emit t ed in accordance wit h t he cont ent s set f or t h in t he Demand Let t er . Ther ef or e, in t he event t hat you shall not exer cise t his Guarant ee in it s ent iret y in one inst ance, t his Guarant ee shall r emain in f ull f or ce and ef f ect wit h respect t o t he balance of t he unexer cised Amount of t he Guar ant ee. We shall pay t he sums demanded f r om t ime t o t ime on a t imely basis and in accor dance wit h t he pr ovisions of Clauses 2-3 above. I n any event , should it become evident on t he dat e of payment of t he Principal Sum, or any part t hereof , t hat t he New I ndex has f allen against t he Base I ndex, in such event we shall pay t he Principal Sum, if you have demanded payment of t he ent ire Principal Sum, or alt ernat ively we shall pay t he r espect ive part of t he Principal Sum, if you have demanded payment of only par t of t he Principal Sum. We shall not be ent it led t o cancel t he Guar ant ee f or any r eason or on any gr ounds what soever , and f ur t her mor e, we shall not be ent it led t o r ef r ain f r om payment under t his Let t er of Guarant ee f or any reason what soever ; and we hereby expr essly waive in advance any claim including any right s gr ant ed t o t he Tender er under t he law and we her eby conf ir m t hat no modif icat ion of t he t erms st ipulat ed in t he I nvit at ion or in t he Agr eement wit h t he Tender er shall derogat e f rom our liabilit y under t his Guar ant ee. I n addit ion t o all t he f or egoing, t he Guar ant ee is not condit ioned on t he validit y of t he Tender er's under t akings t owar ds you and is ir r e voca ble , uncondit iona l a nd a ut on om ou s. This Guar ant ee is ef f ect ive as of t he dat e hereof and shall remain in ef f ect unt il _________ ( 240 days f r om t he last dat e pr escr ibed f or submission of t he bids) inclusive, and any demand you may have must be deliver ed t o us by such dat e t o t he addr ess specif ied in t his Let t er of Guar ant ee. Following said dat e t he Guarant ee shall be null and void, unless ext ended by us pr ior t o said dat e.

5.

6.

7.

8.

9.

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10. This Guar ant ee is not t ransf er able and may not be assigned by you wit hout our consent . 11. This Guar ant ee and any mat t er per t aining t her et o shall be gover ned by t he laws of t he St at e of I sr ael.

Yours f ait hf ully, ____________________

Addr ess: _________________ Telephone no.: ___________; Facsimile no.: ___________

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/ 2004

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Schedule 11A

LETTER OF UNDERTAKI NG TO MAI NTAI N CONFI DENTI ALI TY

State of Israel Ministry of Finance Accountant Generals Branch Through the Department for Projects in Conjunction with the Private Sector, Inbal Insurance Company Ltd.

Dear Sir / Madam

Re: Undertaking for the Preservation of Confidentiality

I / We the undersigned, __________________ I.D. / Co. No.________________ , (hereinafter: the declarant/s), hereby declare, agree and undertake to you as follows:

1.

The Information or Information, in this letter of undertaking, means any

information directly or indirectly pertaining to the project, to which I/we have been exposed as a result of and as part of my/our participation in Tender No.________ for the design, construction, operation and financing of a prison near Beersheva (hereinafter: The Tender) whether written or verbal or of any other nature, except for such information

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falling within the public domain, and provided that it has not come into the public domain as a result of a breach by me/us or by any third party, of a duty of confidentiality.

2.

I/we hereby undertake to keep the information and/or any part thereof absolutely

confidential and not disclose the same to any third party, except in the following cases:

2.1 Where I/we are under a legal duty to deliver the information and/or any part thereof and in such a case I/we will only disclose such part of the information as is legally essential.

2.2 Where the information and/or any part thereof has become public knowledge other than as a result of my/our breach of my/our obligations in this letter of undertaking as to confidentiality. In such a case I/we will only be able to disclose such part of the information which has come into the public domain.

2.3 Where the information and/or part of the information has come to my/our knowledge from a third party other than as part of my/our participation in the tender, and without the aforesaid third party having committed a breach of his duty of confidentiality towards you.

2.4 Where such part of the information as I/we disclose was within my/our knowledge prior to signature of this letter of undertaking as to confidentiality, and I/we are able to prove this assertion.

3.

Nothing by virtue of the foregoing provisions of Article 2 herein shall prevent the

transference of the information to any of my/our employees and/or other persons engaged by me/us (hereinafter: The Employees) in a controlled and selective manner as detailed

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hereunder, subject to it being actually necessary to deliver such information to such employees within the scope of execution of the project; and further subject to such employees taking responsibility in advance and in writing to preserve the confidentiality of the information, the terms of which shall be such so as to protect the confidentiality of the information, at least to the extent that the confidentiality of the information is protected in this letter of undertaking. Copies of the letters of undertaking for the preservation of confidentiality as aforesaid on the part of the employees will be delivered to you immediately after they are signed as a pre-condition for delivery to them of the information or any part thereof.

4.

I/we hereby undertake to indemnify you within 7 days of your initial demand, and

without you having to prove any damage, for any damage or out of pocket expense that you claim to have suffered as a result of a breach on my/our part and/or on the part of any of the employees, of the undertaking as to confidentiality, as aforesaid, and this without derogating from your right to claim the amount of compensation direct from the employees and without derogating from any other legal right available to you in relation thereto.

5.

I/we am/are aware that the information and/or any part thereof which is made

available to me/us and which comes to my/our knowledge in the project, directly and/or indirectly, in any way whatsoever, is provided for and/or is delivered to me/us solely for the purpose of my/our participation in the tender and that I/we shall not be entitled to make any use of the information and/or of any part thereof, other than for the purpose of my/our participation in the tender.

6.

I/we undertake to refrain from giving, publishing, disclosing selling and/or

transferring, directly and/or indirectly, in any way whatsoever, including by means of duplication, copying, photographing and/or printing, to any person or body either in Israel or elsewhere in the world at any time whatsoever, any detail contained in the information and/or that is connected to and/or that pertains to the information.

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7.

I/we undertake to take reasonable security measures in order to protect the

information in my/our possession.

8.

I/we hereby undertake to immediately deliver to you, upon cancellation of the tender

processes for any reason whatsoever and/or on conclusion of the project and/or at your request, whichever is the earlier, any document, record, report, plan, copy of any such document and/or any other document or exhibit that constitutes information or part of the information, whether the same is recorded in writing or magnetically and/or in computerized form, whether it was delivered to me/us or whether prepared by me/us.

9.

I/we am/are aware that a breach of any of my/our obligations under this letter of

undertaking, is liable to cause you direct or indirect economic and/or other damage, and I/we agree that you shall be entitled to receive from me/us compensation and indemnification in respect of all such damage as is caused to you as aforesaid, and this without prejudice to any other remedy conferred on you by law, and/or by virtue of this letter of undertaking. Furthermore, I/we hereby agree that in such an aforesaid event you shall be entitled to seek and be granted an injunction order against me/us to prevent such damage as is caused and/or is likely to be caused to you, in the event of exposure of the information, and I/we shall not object to such an order being made.

10.

My/our obligations under this letter of undertaking are irrevocable, may not be

cancelled and are not limited in time.

11.

For the avoidance of doubt, I/we hereby declare that nothing by the fact of disclosure

and/or delivery of the information and/or any part thereof to me/us shall give me/us any right of any kind and category in relation to the information, and neither shall I/we be entitled to use any of the information other than for the purposes of my/our participation in the tender.

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Signature and Seal of the Declarant/s

Date

Signature

and

Seal

of

Date

Attorney at Law
I hereby certify by my signature that those signing on behalf of the declarant/s we cautioned by me to declare the truth and were warned that they could incur the penalties

prescribed by law if they do not do so, and that after I had cautioned them as aforesaid, they signed this form in my presence

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