EXHIBIT 4.52
THIRTEENTH AMENDMENT
TO THE FACILITY AGREEMENT
Made and entered into on this 1st day of May 2006, by and between:
(1) TOWER SEMICONDUCTOR LTD. ("THE BORROWER")
and
(2) BANK LEUMI LE-ISRAEL B.M. and BANK HAPOALIM B.M. ("THE BANKS")
WHEREAS: the Borrower, on the one hand, and the Banks, on the other hand,
are parties to a Facility Agreement dated January 18, 2001, as
amended pursuant to a letter dated January 29, 2001, a Second
Amendment dated January 10, 2002, a letter dated March 7, 2002, a
letter dated April 29, 2002, a letter dated September 18, 2002,
as amended on October 22, 2002, a letter dated June 10, 2003, a
Seventh Amendment dated November 11, 2003, a letter dated January
30, 2005, a Ninth Amendment dated July 24, 2005, a Tenth
Amendment dated September 29, 2005, an Eleventh Amendment dated
October 27, 2005 and a Twelfth Amendment dated November 30, 2005
(the Facility Agreement, as amended as aforesaid, hereinafter
"THE FACILITY AGREEMENT"); and
WHEREAS: the Borrower has requested that the Banks postpone the Borrower's
obligation to make certain repayments of principal pursuant to
the Facility Agreement; and
WHEREAS: following the Borrower's request, the Borrower and the Banks have
agreed to amend the Facility Agreement in the manner set out
below ("THIS THIRTEENTH AMENDMENT"),
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
Unless the context specifies otherwise, terms and expressions defined in
the Facility Agreement shall have the same meanings when used in this
Thirteenth Amendment. References herein to clauses and paragraphs, are to
clauses and paragraphs of the Facility Agreement.
2. AMENDMENT
The Facility Agreement is hereby amended as follows:
2.1. In clause 1 (INTERPRETATION), paragraph (e) of clause 1.1.97 ("LOAN
MATURITY DATE") shall be amended to read in its entirety as follows:
"(e) each Interest Payment Loan, the first Business Day in July
2007;".
2.2. Clause 6.1 (REPAYMENT OF LOANS) shall be amended to read as follows:
2.2.1. by adding the following to the end of the second paragraph of
clause 6.1.1:
"; provided that, the Borrower shall be permitted to pay the
first and second quarterly principal instalments on the first
Business Day in July 2007 rather than on March 31, 2007 and the
last Business Day in June 2007, respectively. For the avoidance
of doubt, all subsequent quarterly principal instalments shall
continue to be due and payable by the Borrower in accordance with
the repayment provisions set forth in this clause 6.1.1 above."
and
2.2.2. by adding the following to the end of clause 6.1.2:
"provided that with respect to Advances made to the Borrower
during the second Quarter of 2004 ("THE SECOND QUARTER 2004
ADVANCES"), the Borrower shall be permitted to pay the first
quarterly principal instalment on the first Business Day in July
2007, rather than on the last Business Day in June 2007 and for
the avoidance of doubt:
(a) all subsequent quarterly principal instalments shall
continue to be due and payable by the Borrower in accordance
with the repayment provisions set forth in this clause 6.1.2
above; and
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(b) all Advances made to the Borrower as described in this
clause 6.1.2 above subsequent to the Second Quarter 2004
Advances shall continue to be due and payable by the
Borrower in accordance with the repayment provisions set
forth in this clause 6.1.2 above."
2.3. Clause 11 (Commissions, Fees and Expenses) shall be amended as
follows:
2.3.1. Clause 11.1 shall be amended to read as follows:
"11.1 THIRTEENTH AMENDMENT FEES
The Borrower shall pay to each of the Banks, in accordance
with, and on the dates set forth in, the fee letters between
the Borrower and the Banks ("THE THIRTEENTH AMENDMENT FEE
LETTERS"), the fees set out in the Thirteenth Amendment Fee
Letters."
3. INTEREST PAYMENTS
For the avoidance of doubt, all Interest on each Advance (including the
Second Quarter 2004 Advances) and each Loan (including Interest Payment
Loans) shall continue to be due and payable in accordance with clause 9.3.
4. NINTH AMENDMENT WARRANTS
This Thirteenth Amendment shall not derogate from Section 7 of the Ninth
Amendment and does not constitute an agreement by the Banks to reschedule
the repayment dates of the Interest Payment Loans as contemplated by the
Warrants issued to each of the Banks on August 4, 2005 in connection with
the Ninth Amendment and, as such, as of the date hereof, each of such
Warrants is only exercisable with respect to 2,066,116 (two million and
sixty-six thousand, one hundred and sixteen) Warrant Shares (as defined in
such Warrants).
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5. FULL FORCE AND EFFECT OF FACILITY AGREEMENT
The Facility Agreement is hereby amended as expressly set out in this
Thirteenth Amendment above. This Thirteenth Amendment shall be read
together with the Facility Agreement as one agreement and, save as
expressly amended by this Thirteenth Amendment, the Facility Agreement
shall remain unaltered and in full force and effect.
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS THIRTEENTH AMENDMENT ON THE
DATE FIRST MENTIONED ABOVE.
for: TOWER SEMICONDUCTOR LTD.
By: ______________________________
Title: ______________________________
for: BANK LEUMI LE-ISRAEL B.M. for: BANK HAPOALIM B.M.
By: ______________________________ By: ______________________
Title: ______________________________ Title: ______________________
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