EXHIBIT 4.26
February 9, 2004
Israel Discount Bank Ltd.
Dear Sirs,
Re: AMENDMENT OF ADDITIONAL CONDITIONS FOR GRANTING CREDITS
Pursuant to Section 11.2 of the Additional Conditions for Granting Credits dated
September 19, 2000, as amended by the Amendment of Additional Conditions for
Granting Credits dated August 13, 2002 and the Amendment of Additional
Conditions for Granting Credits dated July 30, 2003 (jointly the "Additional
Conditions"), we hereby confirm our agreement to the amendment to the Additional
Conditions as follows:
1. The parties hereby confirm that as of January 31, 2004 (the "New
Calculation Date"), the outstanding balance of the Utilized Credit,
including all interest due thereon as of the New Calculation Date, will be
$1,568,960.
2. Notwithstanding any contrary terms of the Additional Conditions, the
Utilized Credit shall be repaid as follows:
2.1 During the period until January 31, 2005, no repayment of any portion
of the Utilized Credit shall be made. Interest, to be calculated in
accordance with the provisions of the Additional Conditions, shall
continue to be paid as per the Additional Conditions.
2.2 Commencing February 28, 2005, and thereafter on the last day of each
month, the Borrower shall repay the outstanding balance of the
Utilized Credit in 36 equal payments of principal and accrued
Interest.
2.3 In Section 1 of the Additional Conditions, the term "Maturity Date"
shall be redefined as follows:
""Maturity Date" means the final date for repayment of the Utilized Credit,
as specified in the Amendment to the Additional Conditions dated February
__, 2004."
4. Section 5 of the Additional Conditions shall be replaced by the following:
"The Borrower undertakes to complete repayment of the Utilized Credit, in
accordance with the repayment schedule agreed with the Bank as provided
hereinabove, and no later than the Maturity Date."
5. Until at least one half of the outstanding principal of the Utilized Credit
and accrued Interest has been repaid, the Borrower will not make any cash
payment of management fees to any shareholder holding, directly or
indirectly, 5% or more of the shares of the Borrower, or any related party
to such shareholder, including without limitation Yozma Chofsheet Ltd. or
any affiliate of Yozma Chofsheet Ltd. or Xxxx Xxxxxxxx
6. Except as modified hereby, the Additional Conditions shall remain operative
and in effect without any change. This Amendment when executed and
confirmed by the parties and subject to Section 7 below, shall be the sole
amendment to the Additional Conditions made as of even date hereof and
supercedes and replaces any previous amendment of similar content ..
7. This Amendment will take effect upon the closing by the Borrower of a new
equity raising in an amount of at least $ 2.3 M, and with the closing of an
agreement with Industrial Development Bank of Israel Ltd., but not later
than 15.05.2004.
Please confirm your agreement to the above amendments to the Additional
Conditions.
Yours sincerely,
e-SIM Ltd.
By: _______________
Title: _______________
We confirm our agreement to the above amendments to the Additional Conditions.
____________________
Israel Discount Bank Ltd.
By: _______________
Title: _______________
