[TO BE TYPED ON THE LETTERHEAD
OF TOWER SEMICONDUCTOR LTD.]
APRIL 29, 2002
TO: Bank Hapoalim B.M. Bank Leumi Le-Israel B.M.
Dear Sirs,
Re: FACILITY AGREEMENT DATED JANUARY 18, 2001 BETWEEN BANK HAPOALIM B.M. AND
BANK LEUMI LE-ISRAEL B.M., ON THE ONE HAND AND TOWER SEMICONDUCTOR LTD., ON
THE OTHER HAND, AS AMENDED BY A LETTER DATED JANUARY 29, 2001, BY A SECOND
AMENDMENT DATED JANUARY 10, 2002 AND BY A LETTER DATED MARCH 7, 2002 (THE
FACILITY AGREEMENT, AS AMENDED AS AFORESAID, "THE FACILITY AGREEMENT")
1.1. Terms defined in the Facility Agreement shall have the same meanings
when used in this letter.
1.2. References herein to clauses and schedules, are to clauses and
schedules of the Facility Agreement.
1.3. References herein to paragraphs, are to paragraphs of this letter.
1.4. For the purposes of this letter: (i) "PERMITTED SOURCES" shall mean
any of the sources detailed in paragraphs (a)-(d) of clause 16.27.2;
and (ii) "SCHEDULE 4.6 AMOUNTS" shall mean amounts of Paid-in Equity
invested in the Borrower or of wafer prepayments under Qualifying
Wafer Prepayment Contracts received by the Borrower, in each case, in
accordance with the undertakings referred to in clauses 4.6 and
16.27.1 of the Facility Agreement, from the entities referred to in
clause 4.6 and otherwise in accordance with Schedule 4.6 and clause
16.27.1 of the Facility Agreement.
2. We hereby confirm that at our request the following amendments shall be
made to the Facility Agreement:
2.1. in clause 16.27.2: (i) the date "March 31, 2002" shall be deleted and
replaced by "April 30, 2002"; and (ii) the date "May 31, 2002" shall
be deleted and replaced by "June 30, 2002";
2.2. for the purposes of clause 16.27.2, with respect only to the aggregate
amounts to be invested in the Borrower or received by the Borrower
from Permitted Sources by not later than April 30, 2002 (I.E., the
aggregate amount of US $60,000,000 (sixty million United States
Dollars)) and June 30, 2002 (I.E., the aggregate amount of US
$80,000,000 (eighty million United States Dollars)), respectively,
Schedule 4.6 Amounts invested in or received by the Borrower in
respect of the Third Milestone prior to April 30, 2002 or June 30,
2002 (including, for the removal of doubt, prepayments (by way of
receipt of credits) under Qualifying Wafer Prepayment Contracts, all
subject to the terms and conditions contained in clauses 4.6 and
16.27.1)), as the case may be (in an amount not exceeding, in
aggregate, US $40,000,000 (forty million United States Dollars)),
shall be taken into account as if received from Permitted Sources;
provided that, notwithstanding anything to the contrary herein:
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2.2.1. the Borrower shall procure that it shall have received by not
later than July 31, 2002 from Permitted Sources (for the removal
of doubt, not including any Schedule 4.6 Amounts) an aggregate
amount of at least US $80,000,000 (eighty million United States
Dollars), it being recorded that, in accordance with the
certificates of the Auditors (copies of such certificates being
attached hereto as ANNEX A), the Borrower has received US
$41,223,181 (forty-one million, two hundred and twenty-three
thousand, one hundred and eighty-one United States Dollars) from
Permitted Sources prior to the date hereof; and
2.2.2. without derogating from clauses 16.27.1(a) and (b), the
Borrower shall procure that it shall have received by not later
than July 31, 2002 Schedule 4.6 Amounts in respect of the Third
Milestone in an aggregate amount of at least US $44,000,000
(forty-four million United States Dollars).
For the removal of doubt, the provisions of this paragraph 2.2
permitting Schedule 4.6 Amounts to be taken into account for the
purposes of determining compliance by the Borrower with the provisions
clause 16.27.2 of the Facility Agreement shall apply only in respect
of the amounts to be invested or received by the Borrower from
Permitted Sources prior to June 30, 2002 and not to any other amounts
to be invested pursuant to clause 16.27.2; and
2.3. in clause 1.1.118(e): the date "March 31, 2002" after the words "by
not later than" shall be deleted and replaced by "April 30, 2002".
3. We agree that notwithstanding anything to the contrary in the Facility
Agreement, the Borrower shall not be entitled to obtain any Advances
and Loans during the period from the date of signature of this letter
and until the Borrower shall have complied with the provisions of
clause 16.27.2 with respect to aggregate amounts to be invested or
received from Permitted Sources by not later than April 30, 2002.
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4. Subject to compliance by the Borrower with all the provisions of the
Facility Agreement relating to the making available of Advances and
Loans (including pursuant to clauses 5.1 5.2 and 16.27.2 of the
Facility Agreement, as amended by this letter) and provided that the
Total Outstandings in respect of Advances and Loans only (including,
for the removal of doubt, in respect of Advances and Loans made prior
to such period) shall at no time exceed the limits prescribed under
the Facility Agreement, the Borrower shall be entitled to obtain
further Advances; provided further that, notwithstanding anything to
the contrary in the Facility Agreement (including Schedule 1.1.104),
the Total Outstandings in respect of Advances and Loans only
(including, for the removal of doubt, in respect of Advances and Loans
made prior to such period) shall at no time during any of the periods
set out in column A below, exceed the maximum amount set out in column
B opposite such period below:
======================================================= =======================
COLUMN A COLUMN B
------------------------------------------------------- -----------------------
(PERIOD) (MAXIMUM TOTAL OUTSTANDINGS-
LOANS AND ADVANCES)
======================================================= =======================
1.Until compliance by the Borrower with US $162,000,000
clause 16.27.2 investments required to be made by
not later than April 30, 2002 (US $60,000,000 in
aggregate*)
------------------------------------------------------- -----------------------
2.After compliance with clause 16.27.2 investments US $244,000,000
required to be made by not later than April 30,
2002 but before compliance with clause 16.27.2
investments required to be made by not later than
June 30, 2002 (US $80,000,000 in aggregate*)
------------------------------------------------------- -----------------------
3.After compliance with clause 16.27.2 investments US $244,000,000
required to be made by not later than June 30, 2002
but before compliance with clauses 16.27.1 and
16.27.2 investments required to be made by not
later than July 31, 2002 (US $80,000,000 from
Permitted Sources* and US $44,000,000 of
Schedule 4.6 Amounts in respect of the Third
Milestone))
------------------------------------------------------- -----------------------
4.After compliance with all investment requirements US $265,000,000
referred to in items 1-3 above, but before
September 30, 2002
------------------------------------------------------- -----------------------
5.After compliance with all investment requirements US $333,000,000
referred to in items 1-3 above, during the period
October 1, 2002-December 31, 2002
======================================================= =======================
-------------------------------------------
* It being recorded that, in accordance with the certificates supplied by the
Auditors (Annex A hereto), the Borrower has received US $41,223,181 from
Permitted Sources prior to the date hereof.
5. The Facility Agreement is hereby amended as expressly set out in this
letter above. This letter shall be read together with the Facility
Agreement as one agreement and save for the amendments expressly set out in
this letter above, the terms and conditions of the Facility Agreement shall
remain unchanged and in full force and effect.
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6. Please confirm your agreement to the above by signing in the place
indicated therefor below.
Yours sincerely,
____________________________
TOWER SEMICONDUCTOR LTD.
We hereby confirm our agreement to the above.
for BANK HAPOALIM B.M. for BANK LEUMI LE-ISRAEL B.M.
By: By:
_________________________ ________________________________
Title: Title:
_________________________ ________________________________
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