EXHIBIT 4.15
July 30, 2003
Industrial Development Bank of Israel Ltd.
Dear Sirs,
Re: AMENDMENT OF ADDITIONAL CONDITIONS FOR GRANTING CREDITS
Pursuant to Section 11.2 of the Additional Conditions for Granting Credits dated
November 30, 2000, as amended by the Amendment of Additional Conditions for
Granting Credits dated August 13, 2002 (jointly the "Additional Conditions"), we
hereby confirm our agreement to the amendment to the Additional Conditions as
follows:
1. In Section 1, the term "Maturity Date" shall be redefined as follows:
""Maturity Date" means August 31, 2004."
2. The following changes shall be made to Section 5.2:
a. The words "July 30, 2002" shall be replaced by "July 30,
2003".
b. The number amount and words "USD 35,000 (thirty five
thousand US dollars)" shall be replaced by "USD 40,000
(forty thousand US dollars)."
3. All the remaining terms of the Additional Conditions shall remain
operative and in effect without any change.
4. The Company undertakes to pledge in favour of the Industrial
Development Bank of Israel Ltd., on a pari passu basis with a pledge
in favour of the Israel Discount Bank Ltd., of all its rights to
receive revenue under the following agreements:
a. Master License Agreement with Motorola Inc., dated April
12 and April 15, 2003; and
b. Heads of Agreement with Texas Instruments France S.A.
("TI"), dated June 11, 2003.
The Company undertakes to use its best efforts to obtain from TI an
agreement to pay all sums due under the Heads of Agreement to the
account of the Company with the Israel Discount Bank or with the
Industrial Development Bank of Israel Ltd. until June 1, 2004.
The Company undertakes to use its best efforts to obtain from
Motorola Inc. no later than October 30, 2003, an agreement to pay all
sums due under the Master License Agreement to the account of the
Company with the Israel Discount Bank or with the Industrial
Development Bank of Israel Ltd.
The changes above shall not affect the Convertible Debenture Agreement dated
November 30, 2000, as amended on August 13, 2002 (jointly, the "CD"), and CD
shall remain in full force and effect in accordance with its terms.
Please confirm your agreement to the above amendments to the Additional
Conditions.
Yours sincerely,
e-SIM Ltd.
/s/ Xxxx Xxxxxxxx
By: Xxxx Xxxxxxxx
Title: Chief Executive Officer
We confirm our agreement to the above amendments to the Additional Conditions,
subject to the agreement of the Israel Discount Bank Ltd. to sign an equivalent
Amendment of Additional Conditions for Granting Credit on the loan between e-SIM
Ltd. and the Israel Discount Bank Ltd. within three (3) days of the date hereof.
..
Industrial Development Bank Ltd.
/s/ Xxxx Xxxxx
By: Xxxx Xxxxx
Title: Deputy General Manager
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