Fee Letter
September
25, 2008
To:
Israel
Corporation Ltd.
Dear
Sirs,
| 1. |
We
refer to the Securities Purchase Agreement (the “SPA”)
made and entered into effective as of September 25, 2008 by and
between Tower
Semiconductor Ltd. (“Tower”),
and Israel Corporation Ltd. (“Israel
Corp,”).
|
| 2. |
We
confirm that in connection with the SPA, Tower will pay an aggregate
of
US $300,000 (three hundred thousand United States Dollars) to Israel
Corp. (“the
Fee”),
such fee to be payable in three equal installments of US$100,000
(one
hundred thousand United States Dollars) each, the first payable on
the
Closing (as defined in the SPA), the second payable on January 1,
2009 and
the third payable on April 1, 2009 to Israel Corp.’s account at Bank
Leumi, Tel Aviv Main Branch No. 800, Account
59700/07.
|
| 3. |
We
agree and confirm that the contents of this Fee Letter are confidential
and shall not be disclosed to any third
parties.
|
[Signature
Page to Israel Corp. Fee Letter]
Yours
faithfully
/s/
Xxxx Xxxxxxx & /s/ Xxxxx Xxxxx
for
and
on behalf of
TOWER
SEMICONDUCTOR LTD.
We
agree
to the above.
/s/
Xxxxxx Xxx and Xxx Xxxxx
ISRAEL
CORPORATION, LTD.
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