DATE: October ___, 2002
TO: BANK HAPOALIM B.M. BANK LEUMI LE-ISRAEL B.M.
Dear Sirs,
Re: LETTER OF AMENDMENT DATED SEPTEMBER 18, 2002 ("THE AMENDMENT LETTER")
AMENDING THE FACILITY AGREEMENT DATED JANUARY 18, 2001 BETWEEN BANK
HAPOALIM B.M. AND BANK LEUMI LE-ISRAEL B.M., ON THE ONE HAND AND TOWER
SEMICONDUCTOR LTD., ON THE OTHER HAND, AS AMENDED FROM TIME TO TIME
1. We hereby confirm that, at our request, the Amendment Letter shall be
amended as follows:
1.1. on page 4 thereof, in line 29, the date "September 30, 2002" shall be
deleted and replaced by "October 31, 2002";
1.2. in paragraphs 2.5.1 and 3 thereof (other than the table), the date
"September 30, 2002" shall, wherever it appears, be deleted and replaced by
"October 31, 2002"; and
1.3. the table on page 10 thereof shall be deleted and replaced by the following
table:
COLUMN A COLUMN B
-------- --------
AXIMUM TOTAL OUTSTANDINGS-
(PERIOD) LOANS AND ADVANCES)
-------- -------------------
1.Until compliance with clause 16.27.1 investments US $244,000,000
required to be made by not later than July 31, 2002
(US $44,000,000 of Schedule 4.6 Amounts in respect
of the Third Milestone) and compliance with
clause 16.27.2 investments required to be made by
not later than October 31, 2002
2.After compliance with all investment requirements US $333,000,000
referred to in item 1 above, but prior to
December 31, 2002
2. The Amendment Letter is hereby amended as expressly set out in this letter
above. Save for the aforegoing, the terms and conditions of the Amendment
Letter shall remain unchanged and in full force and effect.
3. Please confirm your agreement to the above by signing in the place
indicated therefor below.
Yours sincerely,
____________________________
TOWER SEMICONDUCTOR LTD.
We hereby confirm our agreement to the above.
for BANK HAPOALIM B.M. for BANK LEUMI LE-ISRAEL B.M.
By: By:
_________________________ _________________________
Title: Title:
_________________________ _________________________
