EXHIBIT 10.5
Date: April 28, 1999
Bank Hapoalim B.M.
Head Office
00 Xxxxxxxxxx Xxxx.
Tel-Aviv
Re: Intention Letter For Granting Credit
----------------------------------------
Dear Sirs:
This letter sets out our mutual agreement as follows:
1. Pursuant to an Interim Letter for Granting Credit dated March 7, 1999 (the
"Intention Letter"), Bank Hapoalim B.M. (the "Bank") has agreed to provide
Accord Video Telecommunications Ltd. (the "Company") with a credit line in
the amount of US$4,000,000 (the "Credit Line") and the Company agreed to
grant the Bank an option to acquire shares in the Company. The Company and
the Bank have since agreed that such option will be in the form of a
Warrant in the form annexed hereto (the "Warrant").
2. Pursuant to Section 10 of the Warrant, certain registration rights granted
by the Warrant are subject to the consent of the shareholders of the
Company and pursuant to Section 11 of the Warrant, the Warrant is subject
to and conditional upon the waiver or non-exercise by all shareholders of
the Company of certain pre-emptive rights.
3. The Company and the Bank have agreed that the Company will use its
reasonable efforts to obtain the Consents and Waiver referred to in Section
2 above (the "Consent and Waiver") within the period of thirty-five (35)
days following the Effective Date, as defined in the Warrant (the "Interim
Period").
4. Until the Consent and Waiver is obtained, the amount of the Credit Line
utilized shall not exceed US$2,000,000. Once the Consent and Waiver is
obtained the Credit Line shall be utilizable in full.
5. In the event the Company has not informed the Bank of the receipt of the
Consent and Waiver prior to the expiration of the Interim Period, the
Warrant shall be null and void. In such case the Bank shall have the right,
exercisable by written notice to the Company given within five (5) days of
the end of the Interim Period, to demand immediate payment of all amounts
outstanding pursuant to the Credit Line. The Bank's rights pursuant to this
Section 5 shall constitute its sole and exclusive remedy in respect of the
failure of the Company to obtain the Consent and Waiver.
Please indicate your acceptance of the foregoing in the space provided below.
Sincerely yours,
/s/ [ILLEGIBLE]
------------------------------
Accord Telecommunications Ltd.
Agreed to and accepted:
/s/ [ILLEGIBLE]
-----------------------
Bank Hapoalim B.M.
