0001178913-05-001620 Sample Contracts

RIGHTS AGENT AGREEMENT
Rights Agent Agreement • November 21st, 2005 • Tower Semiconductor LTD • Semiconductors & related devices

This Rights Agent Agreement, made and entered into this _____ day of November ___, 2005, by and between Tower Semiconductor Ltd., a company organized under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company, a New York trust company with offices at 59 Maiden Lane, New York, New York 10038 (“AST”).

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TOWER SEMICONDUCTOR LTD., AS ISSUER THE BANK OF NEW YORK, AS TRUSTEE AND HERMETIC TRUST (1975) LTD., AS CO-TRUSTEE
Tower Semiconductor LTD • November 21st, 2005 • Semiconductors & related devices • New York

INDENTURE dated as of [ ], 2005 by and among Tower Semiconductor Ltd., a company with limited liability incorporated under the laws of Israel (the “Issuer”), The Bank of New York, a New York banking corporation, as trustee (the “Trustee”) and Hermetic Trust (1975) Ltd., an Israeli company, as co-trustee (the “Co-Trustee”, and, together with the Trustee, the “Trustees”).

ELEVENTH AMENDMENT TO THE FACILITY AGREEMENT Made and entered into on this 27th day of October, 2005, by and between:
The Facility Agreement • November 21st, 2005 • Tower Semiconductor LTD • Semiconductors & related devices
TENTH AMENDMENT TO THE FACILITY AGREEMENT Made and entered into on this 29th day of September, 2005, by and between:
The Facility Agreement • November 21st, 2005 • Tower Semiconductor LTD • Semiconductors & related devices
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