EXHIBIT 4.(b)14
This amendment (the
“Amendment”) to Amendment No.2 to the Restructuring Agreement is
dated the 10th day of November 2008 between:
| 1. |
Lumenis
Ltd., a company incorporated under the laws of Israel, whose registered
office is at Industrial Zone, Yoqneam, Israel (the “Borrower”);
and |
| 2. |
Bank
Hapoalim B.M. (the “Bank”) |
WHEREAS:
| A. |
On
30th September 2006, the Borrower and the Bank entered into a
Restructuring Agreement (the “Restructuring Agreement”)
pursuant to which the Borrower and the Bank agreed to restructure the Prior
Outstanding Debt of the Borrower and subsidiaries of the Borrower into a single
Loan (as defined therein) and to set out the terms and conditions applicable
with respect to the Loan. |
| C. |
On June 25,
2008, the Borrower and the Bank entered into Amendment No.2 to the
Restructuring Agreement (“Amendment No. 2”), |
| D. |
The
Parties wish to amend Amendment No.2 as set forth herein. |
THEREFORE, IT IS HEREBY
AGREED AS FOLLOWS:
| 1. |
DEFINITIONS
AND INTERPRETATION |
| |
1.1 |
In
this Amendment, capitalised terms that are used but not defined herein shall have the
meanings ascribed to such terms in Amendment No. 2. |
| |
1.2 |
Words
and defined terms denoting the singular number include the plural and vice versa and the
use of any gender shall be applicable to all genders. |
| |
1.3 |
The
paragraph headings are for the sake of convenience only and shall not affect
the interpretation of this Amendment. |
| |
2.1 |
All
references to the words: "the 90th (ninetieth) Business Day following the Effective
Date" in Clause 4 shall be replaced by: "December 11, 2008". |
| |
2.2 |
The
reference to the words "within 30 (thirty) days as of the Effective Date" in
Sub-Clause 4(b) shall be replaced by: "by December 11, 2008". |
| |
The
Borrower and the Bank hereby agree that Amendment No. 2 shall be amended in
accordance with this Amendment. Other than as expressly amended as set out herein, the
provisions of the Restructuring Agreement and Amendment No. 2 shall remain unchanged
and in full force and effect in accordance with the terms thereof. |
| |
3.1 |
This Amendment may be executed in any number of counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same instrument. |
| |
3.2 |
This Amendment shall be construed in accordance with the laws of the State of Israel. The
exclusive place of jurisdiction for the purpose of this Amendment is hereby established as
the competent court of law in Israel situated in Tel Aviv-Jaffa. |
| |
3.3 |
If a provision of this Amendment is or becomes illegal, invalid or unenforceable in any
jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of
any other provision hereof or the validity or enforceability in other jurisdictions of
that or any other provision hereof. |
| |
Where
provisions of any applicable law resulting in such illegality, invalidity or
unenforceability may be waived, they are hereby waived by each party to the full extent
permitted so that this Amendment shall be deemed valid and binding agreements, enforceable
in accordance with its terms. |
| |
3.4 |
Nothing in this Amendment shall create or confer upon any person or entity, other than the
parties hereto or their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities. |
2
IN WITNESS WHEREOF, the parties have
signed this Amendment on the date first mentioned above.
| for: |
LUMENIS LTD. |
| |
|
| By: |
/s/ Xxx Xxxx |
/s/ Xxxxxx Xxxxxxxxx |
| |
—————————————— |
—————————————— |
| |
Xxx Xxxx |
Xxxxxx Xxxxxxxxx |
| |
—————————————— |
—————————————— |
| |
|
| Title: |
CEO |
CFO |
| |
—————————————— |
—————————————— |
| |
|
| |
|
| for: |
BANK HAPOALIM B.M. |
| |
|
| By: |
/s/ Xxxxxx Xxxxx |
/s/ Xxx Xxxxxxxx |
| |
—————————————— |
—————————————— |
| |
Xxxxxx Xxxxx |
Xxx Xxxxxxxx |
| |
—————————————— |
—————————————— |
| |
|
| Title: |
CR. M. |
| |
———————————————————————————————— |
| |
BANK HAPOALIM BM HEAD OFFICE |
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