Exhibit 4.21
February ---, 2004
Industrial Development Bank of Israel Ltd.
Dear Sirs,
Re: AMENDMENT OF ADDITIONAL CONDITIONS FOR GRANTING CREDITS - AMENDMENT NO. 3
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 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. Notwithstanding any contrary terms contained in the Additional Conditions,
the Utilized Credit shall be repaid as follows:
2.1 Within 14 days of receipt of funds from a new equity raising the
Borrower is in the process of finalizing, and which shall not be later
than March 31, 2004 , the Borrower shall pay to the Bank the sum of
(i) $170,000 and (ii) the sum of $71,006 being the difference between
the overdue payments of principal and interest which were due by the
Borrower on December 31, 2003 and the sum of US$ 48,994.4 which
represented the exercise price of the 349,860 shares purchased by the
Bank. Upon effecting of such payments, the then outstanding balance of
the Utilized Credit shall be automatically reduced, by way of waiver
of debt, by an additional amount of $170,000.
2.2 The Bank shall have the right, exercisable at any time up to March 31,
2004, to demand in writing an additional payment of US$230,000, so
that the amount to be repaid (excluding the sum of US$ 71,006)
pursuant to Section 2.1 above shall be increased from $170,000 to
$400,000 and shall be paid by the Borrower within 7 days from the date
of the Bank's aforesaid demand and the equity referred to in Section
2.1 is raised. In such event, the additional amount to be
automatically reduced, by way of waiver of debt, from the Utilized
Credit shall be $400,000 instead of $170,000.
2.3 The Utilized Credit balance, determined pursuant to the application of
Sections 2.1 and 2.2, shall be repaid by grant of a new loan by the
Bank to the Borrower in an amount equal to the Utilized Credit balance
(the "New Loan") on the same conditions as the existing loan, as
amended hereby, and the Additional Conditions shall apply, mutatis
mutandis to the New Loan. The New Loan shall be granted upon execution
of the payments pursuant to Sections 2.1, or 2.1 and 2.2 if
applicable. The Borrower shall not be subject to any additional
charges or costs as a result of grant of the New Loan.
2.4 The New Loan shall be repaid by the Borrower, together with interest,
in 48 equal and consecutive monthly payments, commencing March 1, 2005
and terminating on February 1, 2009.
2.5 The New Loan shall bear interest at the rate of 12 month LIBOR + 4%
calculated as from the date of grant of the New Loan.
2.6 Interest accrued on the New Loan during the period from grant of the
New Loan until February 28, 2005 shall be paid in one payment, on
February 28, 2005.
2.7 Notwithstanding the aforesaid in Section 2.3, if in respect of any
fiscal year of the Borrower, the Borrower's annual report shows gross
revenues of more than $10,000,000, the amount of each principal
monthly payment referred to in Section 2.3 shall be increased by
one-third, commencing from the first month after publication of the
Borrower's annual report, and the Credit Period of 48 months shall be
reduced accordingly.
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 New Loan, as
specified in the Amendment to the Additional Conditions dated February __,
2004."
4. Section 5 of the Amended Conditions shall be deleted.
5. Except as modified hereby, the Additional Conditions shall remain operative
and in effect without any change.
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.
------------------------
Industrial Development Bank Of Israel ltd
By: _______________
Title: _______________
