CUSTOMER'S NAME PEC Israel Finance Corporation Ltd.
IDENTITY CARD No. Company No. 00-000000-0
ACCOUNT No.
ADDRESS 3 Xxxxxx Xxxxxx St., (Fl. 23) Tel-Aviv
GENERAL DEBIT AGREEMENT
Made and signed at Tel-Aviv on the 11 day of the month of February in the year
1999.
BETWEEN
The First International Bank of Israel Ltd. (hereinafter referred to as "the
Bank") of the first part
9 Ahad Ha'am St., Tel-Aviv AND
PEC Israel Finance Corporation Ltd.
of 3 Xxxxxx Xxxxxx St., Tel-Aviv, Company No. 00-000000-0 (hereinafter referred
to as "the Customer") of the second part
WHEREAS the Customer has applied and/or may apply to the Bank from time to time
to give and/or to continue giving credit to the customer in accordance with the
terms hereof,
And WHEREAS the Bank has agreed to consider from time to time the customer's
application to give and/or to continue giving credit to the customer from time
to time in accordance with the terms hereof.
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1. The terms hereof shall be the terms governing all credit (whether extended
prior to the signing of the agreement or which may be extended in the
future from time to time) unless otherwise explicitly agreed upon in
writing between the Bank and the Customer, as the case may be.
2. In this agreement -
(a) "Credit" - includes all revolving credits, fixed credits, loans,
discounting of bills, purchasing of bills, selling of bills with the
Bank's mediation, overdrafts, guarantees, documentary credits,
granting of time, banking facilities, handling of bills of lading or
securities, services or other payments, given or which may be given
by the Bank to the Customer or to his order and all transactions or
other procedures according to which or whereupon duties or
obligations on behalf of the Customer towards the Bank are created
or likely to be created, whether as debtor or guarantor, alone or in
conjunction with others, whether due at present or in the future,
whether payable prior to the signing of this agreement or subsequent
thereto, whether due conditionally or unconditionally, directly or
indirectly, explicitly or implicitly.
"Security" - includes shares, stock, financial obligations, bonds,
notes, bills, debentures, debenture stock, Treasury bills, loan
certificates, loan debentures, a deposit receipt in respect of the
deposit of securities, units or sub-units in unit-trusts of
participation in investments, warrants conferring an option to
acquire securities, lottery bonds, coupons representing interest and
dividends, and negotiable instruments.
"Xxxx" - includes all bills of exchange, promissory notes, drafts,
cheques and other negotiable instruments unless the context
otherwise requires.
"Bank" - includes each and every one of the Bank's branches existing
at the date hereof and/or which may be opened henceforth at any
place, the attorneys and representatives of the Bank and its
substitutes and any company or body with which the Bank may merge in
any form whatsoever.
"The Customer" and all references to him shall be interpreted as
including and referring to all
units comprising the Customer or whosoever of them, including their
successors, the executors and their administrators and all the
attorneys and substitutes of whosoever of them.
The obligations of all of the persons comprising the Customer shall
bind them jointly and severally.
In this agreement, unless the context otherwise requires, the
singular shall include the plural and vice-versa, and the masculine
shall include the feminine and vice-versa.
(b) Any right vesting in the Bank in accordance with this agreement
shall not be denied for any reason or by virtue of any claim unless
such right has been expressly denied in some other deed or document.
(c) Nothing herein contained shall be construed as to require the Bank
to extend to the Customer or to continue extending to him, any
credit whatsoever, other than insofar as the Bank may expressly
agree in writing to extend any particular credit, and the Customer
may receive or continue receiving credit only insofar as the Bank
shall expressly agree thereto in writing, subject however to the
right of the Bank as set out in Clause 3 below.
(d) Nothing herein contained shall be used in the interpretation of
other debitory agreements or documents or forms of the Bank, whether
signed by the Customer prior to the signing of this agreement or
thereafter, or whether they were or are at present or may be in the
future in use in the Bank, and such agreements, documents or forms
and all they may contain shall not influence the interpretation of
this agreement.
3. The Bank at any time, and from time to time, without giving the Customer
any notice or reason therefor, withhold in whole or in part, reduce or
discontinue any credit, at the absolute discretion of the Bank and as it
may deem fit.
4. (a) All the amounts due or which may become due from the Customer to the
Bank shall bear interest at the rate of ____% as shall be determined
from time to time per annum such interest to be calculated by the
Bank on the basis of the daily balances, and paid by the Customer or
added to the principal by the Bank at the end of the following
months - March, June, September and December of each year; or at the
end of any other period, at the absolute discretion of the Bank,
unless a different rate of interest for any transaction has been
agreed upon between the Bank and the Customer.
(b) The Bank may at any time increase the rate of interest provided that
it gives the Customer written prior notice of 15 days and after the
expiration of 15 days from the day upon which such notice was given
the Customer shall pay the Bank interest at the higher rate in the
manner and on the dates fixed in sub-clause (a) above.
5. Bank charges for handling the above account and for the other services
connected with the extension of credit shall be debited by the Bank to the
Customer's account at such times and rates prevailing and which may
prevail at the Bank from time to time; moreover, charges for the
collection of bills and other negotiable instruments and for any other
service whatever shall be debited by the Bank to the Customer's account at
such times and rate prevailing and which may prevail at the Bank from time
to time.
6. The Bank may, as it deems fit and at its absolute discretion, at any time
from time to time, debit any account of the Customer with any amount due
or which may become due to the Bank from the Customer, in any manner
whatsoever; furthermore the Bank may at any time and from time to time, as
it deems fit and at its absolute discretion, credit any amount it has
received or may receive whether before, at the time or after the date of
payment of all or any of the amounts due or which may become due to the
Bank
from the Customer, in any manner or way from and/or on behalf of and/or on
account of the Customer and/or by the realisation and/or collection of any
rights and/or of any security in the possession or which may come into
possession of the Bank, in favour of any account as the Bank may decide,
and/or on account of any amount due or which may become due from the
Customer to the Bank, including on account of any principal and/or
interest, and/or charges, and/or costs and/or damages and/or an increment
owing to linkage of principal and/or interest, or partly on account of any
one or the other of the above. Furthermore the Bank may at any time as it
deems fit and at its absolute discretion transfer any amount credited to
the Customer in whichever account to any other account as chosen by the
Bank. The Customer may not rely on Section 1775 of the Mejelle or upon any
legal provision which may come in its stead or amend it or which shall
enact any similar provision.
7. (a) The Customer hereby undertakes to pay from time to time to the Bank
or to its order all the amounts due or becoming due from the
Customer to the Bank, and all the amounts given or which may be
given, paid or which may be paid to the Customer or in his favour or
at his request and on his responsibility, so that they may be paid
or repaid to the Bank, and all the amounts that the Customer has
undertaken or will undertake to pay or repay to the Bank, in any
manner, and all the amounts due or which may become due to the Bank
from the Customer by virtue of bills signed by the Customer,
endorsed by him or guaranteed by him which have been delivered or
which may be delivered to the Bank by the Customer or by any third
party, and similarly any monies which the Bank is or may become
entitled to claim and/or to receive from the Customer for any cause
whatsoever irrespective of whether such cause is attributable to the
relationship of banker and customer or not, within seven days of the
date of the Bank's first demand, notice of which has been given in
an ordinary letter, however nothing set out herein shall affect the
right of the Bank to demand payment without any prior notice in case
of the non-fulfilment by the Customer of his obligation to pay or
under any under any other circumstances entitling the Bank to
payment on demand on the strength of this deed or of any other deed
or by law.
(b) Where any credit is or may be given to the Customer in any foreign
currency (hereinafter referred to as "a foreign currency
transaction") the Customer is liable to pay the Bank or to its order
in the same foreign currency, all the amounts due and becoming due
from him with reference to that same foreign currency transaction
including principal, interest, linkage increments, commissions and
expenses. (The amounts due and becoming due from the Customer as set
out hereinafter referred to as "amounts due in respect of the
foreign currency transaction".) Without affecting the Customer's
specific obligation to repay in foreign currency all amounts due in
respect of the foreign currency transactions as set out above,
whenever, and for any cause whatsoever the Bank may be forced to
recover the amounts due in respect of any foreign currency
transactions in Israel Pounds or the equivalent of Israel Pounds,
and the Customer shall be bound by a Court of Law and/or Execution
Office to pay amounts due in respect of the foreign currency
transaction in Israel Pounds or the equivalent of Israel Pounds, the
Customer hereby agrees that such an obligation shall be binding upon
the Customer to pay the Bank such an amount in Israel Pounds as will
suffice for its conversion into the foreign currency due or becoming
due from him to the Bank as may be required for the recovery of the
amounts due in respect of the foreign currency transaction on the
actual date upon which any such sum is paid to the Bank whether
through the Execution Office or in any other way.
In order to remove any doubts, the Customer hereby agrees that he
will be released from his obligation in this sub-clause only after
he has paid to the Bank in the specific foreign currency as set out
above all the amounts due in respect of the foreign currency
transaction, or - in the case mentioned in the previous paragraph of
this sub-clause - after he has paid to the Bank such a sum in Israel
Pounds as will on the date of payment suffice for the purchase of
the required sum in foreign currency for the recovery of the amounts
due in respect of the foreign currency transaction from the Customer
to the Bank at such time, as set out above.
The Bank may but shall not be bound, at the absolute discretion of
the Bank, at any time after
the date set out for payment of any amounts due in respect of the
foreign currency transaction, from time to time, to credit the
Customer's account with foreign currency in payment of the amounts
due in respect of the foreign currency transaction or any part
thereof as against the debiting of the Customer's account in Israel
Pounds, and in such a case the Customer shall be bound to pay the
Bank all the amounts in Israel Pounds which may be debited against
his account as stated above, and such a debit in Israel Pounds shall
be deemed to be credit in Israel Pounds extended to the Customer
under the provisions of this agreement as of the date his account
was debited as aforesaid with Israel Pounds and henceforward.
8. The Bank may at any time require the Customer to secure the amounts, in
whole or in part - principal, interest, commissions, linkage increments
and expenses - due or which may become due from the Customer by way of
bills, guarantees, assignments of debt, securities, bills of lading,
contracts, approvals, ready cash, debentures, mortgages, pledges,
pay-orders or any other securities (hereinafter referred to as "the
required securities") which the Bank may agree to accept, and in such a
case the Customer shall deliver the required securities to the Bank upon
the Bank's first demand, notice of which has been given in an ordinary
letter, and shall carry out all the procedures and shall sign all the
documents required or which may be required by the Bank for such a
purpose. This clause is not to be construed so as to limit the Bank to a
particular class of securities it may require by analogy or comparison
with any other terms whatsoever.
9. (a) The required securities given or which may be given to the Bank by
the Customer or on his behalf (hereinafter referred to as "the
securities") shall serve as security for the payment of all the
amounts due and which may become due to the Bank from the Customer,
irrespective of whether the amounts due from the Customer alone or
from the Customer together with others, or whether such amounts have
been given or may be given, have been paid or may be paid to the
Customer or for his behalf or at his request or at his
responsibility, or whether the Customer has undertaken or may
undertake alone or together with others to pay or to repay such
amounts to the Bank, whether as principal debtor, as surety or as
endorser.
Furthermore the securities secure and shall secure the payment of
all the amounts for which the Customer is responsible hereunder
and/or under any other instrument signed by the Customer in favour
of the Bank, irrespective of whether such amounts were, are or will
become due, have been given or will be given, have been paid or will
be paid, in the past, present or future, whether they are payable
prior to the collection and/or the realization of the securities or
thereafter, whether the foregoing amounts were, are or will become
due, have been paid or will be paid, were given or will be given in
any particular manner, conditionally or in any other manner, whether
the Customer has undertaken or may undertake to pay or repay such
amounts in any particular manner, conditionally or in any other
manner, whether they are due directly or indirectly, under the
Customer's name as a private individual or under the name of the
Customer's business or under any other name, whether they are due
from the Customer as he is presently comprised or otherwise
comprised, and in addition thereto all the payments and the expenses
which the Customer is obliged to pay under the provisions hereof.
All the amounts secured and which will become secured by the
securities shall be referred to hereinafter as "the secured
amounts".
(b) Where the Customer is a legal body of whatever type or description,
whether incorporated or unincorporated, or a committee, or a firm,
or a partnership, or a trustee, or a board of trustees, or an
executor of a will, or an administrator of an estate, or the holder
of a joint account with the Bank, or an organization or body
whatsoever being any combination of one or more of the foregoing
bodies, the Customer's obligations shall not be affected by any
alteration of name, structure or composition of the Customer, and
without derogating from the generality of the aforesaid, the
Customer's obligations shall continue to be in full effect as if the
Customer with the altered and/or new name, structure or composition
had existed under the same name, structure or composition on the day
this instrument was signed.
(c) The very fact that the securities are in the possession of the Bank
shall be taken as conclusive proof of their having been delivered to
the Bank as security for the payment of the secured amounts, and
there shall be no need for any deed of charge or for any other
specific instrument for the purpose of creating a legal charge upon
the securities.
10. (a) In every case where the Bank holds or may hold bills signed by the
Customer, endorsed to him or guaranteed by him, the following
provisions shall apply:
(i) The Bank shall be exempted from all the duties of the holder
of the xxxx such as presentment for acceptance or for payment,
protest, notice of dishonour, and any such legal formalities,
and all the obligations of the Customer deriving from his
signature, endorsement or guarantee shall remain in full force
even if the said formalities were not observed by the Bank at
all or where not observed in the correct manner, at the
correct time or place.
(ii) The Customer waives all rights pertaining to prescription
which he may have or acquire under the Bills of Exchange
Ordinance and/or any other law which may be in force at such
time.
(iii) The counter-value of the bills shall be credited to the
Customer's account only after collection, and even if the
counter-value should be credited to the Customer's account
prior to collection, the Customer shall not be entitled to the
amount thereof or the right thereto until after effective
collection, and the Bank may again debit the Customer's
account in case of non-collection of the xxxx.
This sub-clause shall apply only in those cases where the Bank
has received or may receive the bills in order that their
counter-value shall be credited to the Customer's account.
(b) In every case where the Bank has received or may receive bills from
the Customer or to his account or on his behalf, the following
provisions shall apply, in addition to the provisions contained in
clause (a) hereof.
(i) The Bank shall be exempted from any responsibility in the
event of such bills being lost in transit, not arriving at
their destination or being lost at the Bank or under any other
circumstances.
(ii) The Customer assumes full responsibility for the authenticity
and correctness of the signatures, endorsements, guarantees,
dates and all the other details pertaining to the bills, and
for authenticity and correctness of the said bills generally
and for their stamping in accordance with law.
(iii) The Bank may - but is not obliged to - protest the bills and
to debit the Customer's account with the costs of protest.
(iv) The Bank may transfer and discount the bills with others at
its discretion.
(v) The Bank may - but is not obliged to - take all legal and
other steps in order to collect the bills, to debit the
Customer's account with the cost of collection, to settle with
the signatories, the endorsers or the guarantors, or to make
allowances in their favour, to receive partial consideration
from them, and to use the counter-value of the bills for the
full or partial payment of the amounts due or which may become
due to the Bank from the Customer.
(c) In every case where the Bank has received or may receive bills for
security from the Customer or to his account or on his behalf, the
following provisions shall apply, in addition to the provisions
contained in clauses (a) and (b) hereof:
(i) In this Clause "bills" means "bills for security".
(ii) All the bills shall be deemed to be pledged and charged to the
Bank and to its order by way of a first degree pledge as
security for the payment of the amounts due and which may
become due to the Bank from the Customer in accordance with
the conditions hereof. The very fact that the bills are in the
possession of the Bank shall be taken as conclusive proof of
their having been delivered to the Bank as security under the
conditions hereof and there shall be no need for any deed of
charge or for any other special instrument for the purpose of
creating a legal charge upon such bills.
(iii) The bills include the bills themselves and their counter-value
and all the revenue, the income, the rights and the
concessions resulting from the bills or connected thereto and
their counter-value for as long as the pledge shall continue
to exist. If and inasmuch as the Bank has guaranteed the
payment of the bills or of any of them by any person or body,
the bills shall contain the aforesaid guarantee and all the
rights and the monies due and which may become due with
respect to the aforesaid guarantee.
Where all or any of the bills have been lost, damaged or
discharged and the Customer is entitled to compensation or
indemnity or to any other right by virtue thereof, the pledge
and the charge shall apply to any such right to compensation
or indemnity and to any other such right.
(iv) The Customer hereby declares and undertakes that all the bills
delivered and which may be delivered to the Bank are and will
be at the time of their delivery in the complete possession
and ownership of the Customer, free from any pledge, charge,
attachment or any other third party rights, and that the
Customer is entitled and will be entitled to pledge them and
charge them in favour of the Bank.
The Customer undertakes to repay to the Bank upon its first
demand all the amounts expended by the Bank in connection with
an action in which allegations may be made against the
validity of the charge upon the bills, whether the Bank is a
party to the action or not.
(v) The Customer hereby undertakes not to sell, not to pledge to
whatever degree, not to charge to whatever degree, not to
assign, deliver and not to otherwise dispose of the bills or
any part thereof, either directly or indirectly either for
consideration or without consideration without the prior
written approval of the Bank therefor.
The Customer hereby undertakes to immediately notify the Bank
of any instance of an attachment being imposed on the bills or
on any part thereof, and to immediately inform the party
effecting the attachment of the charge in favour of the Bank
and at the expense of the Customer to immediately and without
delay take all steps for having the attachment removed.
(vi) The Customer hereby gives his irrevocable consent to the
effect that the Bank may from time to time assign the bills
and the pledge and the charge on the bills in whole or in part
to whosoever it chooses whether before payment is due thereon
or subsequently, at varying degrees of priority as the Bank
may deem fit.
(vii) In the event that at the time of collecting the bills, the
date of payment of the secured amounts (in whole or in part)
is not yet due, or that they (in whole or in part) only become
contingently due to the Bank, then the Bank may collect from
the amount collected (after deducting all the expenses and
Advocates' fees of the Bank) an amount as shall be sufficient
to cover the foregoing amounts, and the amount so collected
shall be charged as security therefore in favour of the Bank
and shall remain in the Bank's possession until the settlement
thereof.
(d) In the event that the Customer gives the Bank promissory notes
signed by him for facilitating the payment or collection of the
amounts due and which may become due from the Customer to the Bank
or for any other purpose, the following provisions shall apply, in
addition to the provisions contained in clauses (a) and (b) hereof:
(i) Delivery of such promissory notes or the dates for their
payment shall in no wise be deemed to fix the dates for the
payment of the amounts due or which may become due from the
Customer to the Bank, and therefore the right of the Bank at
all times to demand payment of all such amounts shall not be
affected and shall remain in force as if no such promissory
notes had been given.
(ii) Should any such note lack any material particular, the Bank
shall be fully authorized to complete the missing
particular(s) in any such manner and at any time as the Bank
in its absolute discretion may deem fit.
11. In every case where the Customer may assign to the Bank rights to sums of
money or may secure the payment of the amounts due or which may become due
from him to the Bank by way of charges or assignments of rights to sums of
money, the following provisions shall apply:
(a) in this clause the term "rights to sums of money" shall mean rights
of the Customer to receive sums of money from different persons
and/or bodies (hereinafter referred to as "the Debtors") which are
due or which may become due to the Customer by virtue of any
contract and/or undertaking and/or order and/or in any other way
which have been assigned and or which may be assigned by the
Customer to the Bank by way of assignment of debt and/or by way of
irrevocable instructions and/or by any other means (other than
bills).
(b) The Customer shall charge and/or assign to the Bank nothing but
rights to sums of money due or which shall become due in
consideration of work done and/or services rendered and/or
merchandise and/or material is supplied under valid and legitimate
contracts or undertakings. Nothing contained in this sub-clause
shall affect or detract from the rights of the Bank in the event of
rights to sums of money being assigned to it which do not conform
with the provisions hereof.
(c) Upon the Bank's first demand the Customer shall sign and/or cause
the Debtor or any other person to sign the deeds of charge, the
instruments and confirmations of the assignment of debt, other
notices and documents required or expedient at the discretion of the
Bank for making the said charges and/or assignments effective.
(d) Upon the Bank's first demand the Customer shall present to the Bank
written confirmations of the Debtors that they will pay directly to
the Bank the debts so charged or assigned to the Bank.
(e) (i) The rights to sums of money shall be deemed to be charged to
the Bank and to its order by way of pledge and/or charge of
the first degree under the Pledges Law 5727-1967 or otherwise
as security for the payment of the amounts due or which may
become due from the Customer to the Bank and the very
assignment shall be taken as conclusive proof that the
assignment has been effected for the purpose of conferring a
security and a charge upon the Bank according to the
provisions hereof unless the Bank shall otherwise expressly
approve in writing, and there shall be no need for any deed of
charge or for any other specific instrument for the purpose of
creating a legal charge upon such rights to sums of money.
(ii) The Customer assumes full responsibility for the authenticity
and correctness of the signatures, the guarantees, the dates
and the other particulars connected with the rights to sums of
money and for the stamping of all the documents connected with
the rights to sums of money and the assignment thereof.
(iii) The Bank may but is not obliged to take all legal and other
steps in order to collect the rights to sums of money, to
debit the Customer's account with the costs of collection, to
settle with the Debtors or with any of their guarantors, or to
make allowances in their favour, to receive partial
consideration from any of them, and to use from time to time
the countervalue thereof for the full or partial payment of
the secured amounts.
(f) (i) The rights to sums of money include the rights themselves and
their counter-value and all the revenue, the income, and all
things resulting from the rights to sums of money or connected
thereto and their counter-value for so long as as the charge
and/or the pledge shall continue to exist.
(ii) Should all or part of the rights to sums of money be damaged
or discharged or should any other occurrence affecting the
rights to sums of money take place, and the Customer is
entitled to compensation or indemnity or to any other rights
as a result thereof, the pledge and/or the charge shall apply
to any such right to compensation or indemnity and to any
other such right.
(g) The Customer hereby declares and undertakes that the rights to sums
of money which have been assigned to the Bank and all the rights to
sums of money which may be assigned to the Bank, are and will be at
the time of their assignment, free from any pledge, charge,
attachment or any other third party rights, and that the Customer is
entitled, and will be entitled to pledge them and/or charge them in
favour of the Bank. The Customer undertakes to repay the Bank upon
its first demand all the amounts expended by the Bank in connection
with an action in which allegations may be made against the validity
of the charge of the rights to sums of money, whether the Bank is a
party to the action or not.
(h) (i) The Customer hereby undertakes to punctually perform all of
his undertakings under the agreement and/or the undertaking
and/or the order and/or anything else whatsoever in
accordance with which the rights are due.
(ii) The Customer hereby undertakes not to sell, not to pledge to
whatever degree, not to charge to whatever degree, not to
assign, deliver and not to otherwise dispose of the rights to
sums of money or any part thereof, either directly or
indirectly, either for consideration or without consideration,
not to collect the rights to sums of money, not to compromise
with the Debtors and not to relinquish any part of the rights
to sums of money without the prior written approval of the
Bank therefor.
(iii) The Customer hereby undertakes to immediately notify the Bank
of any instance of an attachment being imposed upon the rights
to sums of money or on any part thereof, and to immediately
inform the party effecting the attachment of the charge in
favour of the Bank and at the expense of the Customer to
immediately and without delay take all steps for having the
attachment removed.
(i) The Customer hereby gives his irrevocable consent to the effect that
the Bank may from time to time assign the rights to sums of money
and the pledge and/or the charge on the rights to sums of money in
whole or portions thereof to whosoever it chooses, before payment is
due thereon or subsequently, at varying degrees of priority to the
rights as the Bank may deem fit.
(j) In the event that at the time of collecting the rights to sums of
money, the date of payment of the secured amounts (in whole or in
part) is not yet due or that they (in whole or in part) become
contingently due to the Bank, then the Bank may collect from the
amount collected (after deducting all the expenses and Advocates'
fees of the Bank) an amount as shall be sufficient to cover the
foregoing amounts, and the amount so collected shall be charged as
security therefor in favour of the Bank and shall remain in the
Bank's possession until the payment thereof.
In every case where the Bank has received or may receive bills of lading
from the Customer or to his account the following provisions shall apply:
(a) In this clause the term "bills of lading" includes bills of lading,
documents of title to goods, warehousekeepers' certificates,
warrants for the delivery of goods, postal receipts, or any other
documents attesting to the despatch of merchandise abroad or to the
title to goods awaiting despatch or which have been despatched
abroad.
(b) The Customer shall deliver to the Bank only bills of lading
pertaining to goods ordered from the Customer in accordance with
valid and legitimate orders and/or contracts of sale, and referring
only to goods belonging entirely to the Customer free from any
charge, attachment or any other third-party right.
(c) The charge vesting in the Bank by the delivery of the bills of
lading shall apply to the documents, the goods to which they refer,
the price obtained from all sales thereof, the insurances upon them,
and the rights of the Customer as vendors who have not yet received
their price, and any other rights of the Customer touching upon the
said goods and their price.
(d) The Customer shall insure the goods and shall continue to insure the
same for their full value against loss or damage in transit (by
land, sea and air), war risks, fire, civil commotion, theft and
other damage specified by the Bank, and with such insurers and on
such conditions as the Bank may require. The Customer shall endorse
the certificates of insurance in favour of the Bank or shall cause
the incorporation in the certificate of insurance of a clause
creating a charge in favour of the Bank, as the Bank shall choose,
and shall produce to the Bank the certificates of insurance and the
receipts received in payment of the insurance premiums at the first
demand of the Bank. The Bank itself may - but not be bound to do so
- insure the goods for a sum, against the risks, and on such
conditions as it may deem fit, and at the Bank's first demand the
Customer shall pay to the Bank the cost of insurance and all the
other expenses incurred or which may be incurred by the Bank in
connection therewith, in addition to interest at the rate specified
in clause 4 above, from the date the expense was incurred until full
payment has been made by the Customer. The Customer absolves the
Bank in advance from any responsibility should the Bank fail to
arrange such insurance or fail to arrange it in the correct manner
or for the correct sum, or in the event of the Insurance Company
failing to pay for the damage or loss as a result of a defect in
the form of the insurance of failure to make demand or for any other
reason whatsoever.
Whether the insurance of the goods is executed by the Customer or by
the Bank, or whether executed in accordance with the requirements of
this clause or otherwise, or if the rights arising from any
certificate of insurance have been assigned to the Bank or not, the
Customer hereby irrevocably authorises the Bank to represent him in
such a manner that the Bank alone (to the exclusion of the Customer)
shall be entitled to negotiate with Insurance Companies and to
settle with them all claims arising from the insurance, including
compromise settlements or by waiver of the Customer's rights, and to
collect the insurance payments, and to appropriate them to payment
on account of amounts due and which may become due from the Customer
to the Bank. This power of attorney is irrevocable since the rights
of the Bank are dependent upon it. The Customer hereby waives in
advance all and any assertions and/or claims whatsoever of any kind
or class without exception towards the Bank in respect of any such
arrangements made by the Bank. Should any Insurance Company transfer
any amounts to the Customer in respect of the insured goods, such
sums shall be kept in trust by the Customer on behalf of the Bank,
and the Customer shall be bound to transfer them to the Bank
immediately on their receipt.
(e) All the rights arising from the insurance of the goods, from
insurance against foreign trade risks in respect of the goods as
well as the rights under the Property Tax and Compensation Fund Law
5721 - 1961 as it may be in force from time to time or any law
replacing it - all these are hereby charged in favour of the Bank as
security for the full and prompt discharge of all the amounts due or
which may become due to the Bank from the Customer.
(f) The Customer takes full responsibility for the verity and
correctness of the details contained in the bills of lading, the
accounts and the other documents connected with the despatch of the
goods and for the verity and correctness of the signatures and of
the other details contained in the said documents.
(g) In case the purchaser does not redeem the goods or in any other
eventuality of the goods remaining or being returned to the Bank or
its agents - the Bank may sell them at home or abroad at such price
and under such conditions and to any purchaser as it shall deem fit,
and all the expenses involved in the sale or return of the goods or
in connection with any other matter touching upon the goods or their
counter-value shall be borne by the Customer in addition to interest
charged at the rate mentioned in clause 4 hereinabove from the date
the expense was incurred until full payment has been made by the
Customer. The Bank shall be free from any responsibility whatsoever
for losses, damages or expenses incurred by the Customer as a result
of the loss of the bills of lading or the gods or as a result of the
sale of the goods at reduced prices, or as a result of their return
to Israel or non-receipt or non-transfer of the goods or their
counter-value or the institution of legal proceedings or for any
other reason whatsoever.
13. In every case where the Bank has received or may receive securities from
the Customer or to his account, the following provisions shall apply:
(a) The Bank may, but shall not be bound to, insure on behalf of the
Customer or on its own behalf, all or part of the securities, liable
to participation in a lottery or to be redeemed at an amount less
than the market price and all the expenses involved therein shall be
borne by the Customer and debited to his account. The Bank shall be
free of any responsibility whatsoever in the case of the insurance
not being executed at all or not being executed at the right time or
in the correct manner or where the Insurance Company does not pay
for the damage or loss as a result of a defect in the form of the
insurance or as a result of failure to make demand or for any other
reason whatsoever.
(b) The charge vesting in the Bank by the delivery of the securities
shall also apply to the interest, the dividend and to all the
benefits and rights accruing to the securities in any form or manner
whatsoever and to the counter-value of the securities.
(c) The Bank may - but shall not be bound to - execute payments or
expenses in accordance with demands for payment on account of
securities or in connection with the collection of the counter-value
of the securities, or the interest coupons or the dividend or in
connection with any other matter affecting the securities and all
the said payments and expenses shall be debited to the account of
the Customer. The Bank shall be free of any responsibility
whatsoever in the event of such payments not being made at all or
not being made at the right time or in the correct manner.
(d) The Bank shall be free of any responsibility whatsoever for the
losses, damages or expenses incurred to the Customer in case of a
fall in the market price of the securities, their participation in a
lottery or the redemption at less than the market price or for any
other reason whatsoever.
(e) The Customer shall sign all deeds of transfer and other documents
which are required or which may be required at the absolute
discretion of the Bank in order to enable the Bank to sell the
securities or to handle them in any other manner, and the Customer
shall produce them to the Bank on first being demanded to do so by
the Bank.
(f) The customer takes full responsibility for the verity and
correctness of all the details contained in the securities, the
deeds of transfer and the said documents.
14. In the event of death, legal disqualification bankruptcy, imprisonment or
of the departure from the country of any party including the maker,
drawer, drawee, endorser or guarantor - in respect of any of the
securities held or which may be held by the Bank, or in the event of the
issuance of a receiving-order or of a winding-up order or the adoption of
a resolution calling for the winding-up of such a party, or where the
security is a xxxx and the drawee will not accept such xxxx or in any
other case which, in the opinion of the Bank, affects or is liable to
affect the nature or validity of any of the said securities or affecting
or liable to affect an undertaking of any party thereto - the Customer
shall be bound to pay the Bank, on first being demanded to do so in an
ordinary letter, the full sum due for payment in accordance or in
connection with any security mentioned above whether its date of payment
has fallen due or not.
15. The Bank may, at any time, take all action whether legal or otherwise,
which may be required or deemed desirable in the opinion of the Bank in
order to collect any amount due for payment under any or all of the
securities held or being held by it; however the Bank shall not be obliged
to institute or continue such proceedings, and it shall not be held
responsible for the efficacy of the proceedings so instituted. All the
expenses involved in the above proceedings shall be debited to the
Customer's account and bear interest at the rate specified in clause 4
above as of the date such expenses were incurred by the Bank until their
full settlement by the Customer.
16. The Bank may, at any time and at its absolute discretion, settle with any
party to any of the securities held or which may be held by the Bank, by
accepting payments in instalments or by accepting an amount smaller than
the specified amount of the security in full discharge thereof, or by
release or waiver of all or any of the rights of the Bank or of the
Customer under any security, or by granting an extension or reduction or
by making any other arrangement whatsoever, as the Bank may deem fit, and
it is hereby stipulated that the above actions shall not detract, revoke,
influence, affect or diminish in any way whatsoever from the full force of
the obligations of the Customer hereunder or in respect of any security.
17. In each and every of the following cases, the Bank may demand the
immediate repayment of all the amounts due and/or becoming due from the
Customer to the Bank in any manner whatsoever, and these amounts shall
bear interest at the maximum rate of interest prevailing at the Bank at
such time or (whichever be the higher) interest at the maximum legal rate
permissible at such time in Israel, from the date thereof until full
payment has been made:
(a) Where the Customer does not punctually pay an amount of principal or
interest or charge or linkage increments or expenses or any other
amount.
(b) Where the Customer infringes and/or fails to observe any of the
provisions herein contained or contained in any other document which
has been signed or which may be signed by the Customer or where it
becomes apparent that any of the declarations which have been made
or which may be made herein by the Customer or in any other document
are incorrect or imprecise.
(c) Where a receiving order is issued against the Customer or against
any of the individual members constituting the Customer where a
winding-up order is issued against the Customer or against any of
the individual members, or where the Customer or one of the
individual members adopts a resolution calling for voluntary
winding-up.
(d) Where a receiver or receiver and manager are appointed over all or
any part of the assets of the Customer or over the assets of any one
of the individual members of the Customer.
(e) Where an attachment be placed upon or some similar procedure of
execution be taken against any part of the assets of the Customer or
of any one of the individual members of the Customer by a competent
court in Israel or if an attachment be placed upon or some similar
procedure of execution be taken against all or any of the securities
which have been delivered or which may be delivered to the Bank or
against goods in respect of which bills of lading have been
delivered or may be delivered to the Bank or against sums standing
to the Customer's credit in any account whatsoever, and have not
been removed within 15 days of their implementation.
(f) Where the Bank considers, at its absolute discretion, that a change
has been effected with regard to the control over the Customer as
against the state of affairs existing when this agreement was
signed, without having previously obtained the Bank's written
approval. Without affecting the generality of the aforesaid, the
following actions, among others, shall be deemed to be a change with
regard to the control over the Customer:
Transfer of shares voluntarily or otherwise (excluding the transfer
of shares by way of succession). A resolution adopted by the members
constituting the Customer influencing or liable to influence the
control over the Customer.
Any change in the composition of the members constituting the
Customer, in their comparative strengths and/or in the composition
of persons or institutions resolving or empowered to make
resolutions on behalf of the Customer, or in the number required by
law or empowered to act as required by law.
(g) Where the Customer or anyone of the individual members constituting
the Customer stops paying his debts or carrying on his business or
comes to a settlement or a compromise with his creditors.
(h) Where there is a stoppage of work or a considerable part thereof for
two months or more in respect of the Customer's business or of any
one of the members constituting the Customer.
(i) Where the Bank considers, at its absolute discretion, that an event
has occurred which affects or is liable to affect the Customer's
financial capacity.
18. In any of the cases specified in the previous clause the Bank may take
action as it deems fit in order to collect any amounts due or which may
become due from the Customer in any way whatsoever, and in particular,
without affecting the generality of its rights, the Bank may sell or
assign in any other manner whatsoever the securities held by the Bank at
such time and/or the goods in respect of which the Bank at such time may
hold bills of lading and/or to realize the said securities in any other
way which the law will allow. All the expenses therein involved shall
devolve upon one Customer and shall bear interest at the rate specified in
clause 4 above from such expenses were incurred until their full
repayment, and until such time the said expenses shall be secured by the
said securities or by their counter-value. Nothing herein contained shall
be deemed to prejudice the right of the Bank to claim from the Customer
alone or from the Customer together with others, upon any xxxx, contract,
undertaking, guarantee or security or any other document, and any such
claim shall not prejudice the right of the Bank to claim whatever may be
owed by the Customer to the Bank hereunder at such time as the Bank may
determine.
19. The Customer's obligations towards the Bank shall remain in full force and
effect even where the Bank, with or without the Customer's consent, and
without notifying the Customer at the Bank's sole discretion:
(a) Grants the Customer or any person responsible with or for him,
either as a guarantor or otherwise, any extension or concession or
causes the non-performance of any obligation for which the Customer
is responsible or is a surety therefor.
(b) Terminates, increases, varies or renews any credit extended or which
may be extended to the Customer, and terminates, varies or renews
any condition of such credit.
(c) Accepts, alters, exchanges, releases, renews, amends or refrains
from executing or realizing bills, negotiable instruments,
guarantee, guarantees and/or other securities held or which may be
held by the Bank, whether received or to be received from the
Customer or otherwise, whether as a result thereof damage is
incurred by the Customer or not.
(d) Compromises, makes any arrangement with the Customer or with others
or with any of them separately or with anyone else responsible
therefor together with the Customer or with any guarantor.
(e) Releases whosoever of the units comprising the Customer from all or
any part of their obligations hereunder and/or receives any
participation or makes any arrangement with the Customer or with any
of the units comprising the Customer separately.
20. Any amount and/or any payment in any form whatsoever, which the Bank may
receive from the Customer or to his account or from any other person or
assets or from the realization of any right and/or security in any way
whatsoever with a view to reducing the secured amounts or any of them,
irrespective of whether such amount and/or payment has been paid or made
prior to, at the time of or after the date of payment of all or any part
of the secured amounts, shall be deemed as general payment and the Bank
may hold them pending without it being obliged to employ them for reducing
secured amounts of any of them if the amount and/or the payment are
designated for such purpose by the person at liberty to so designate them
in his own accounts or at all.
21. The Bank shall have the right to possession, set-off and to a banker's
lien against all the amounts held or which may be held by it to the credit
of the Customer at any time in a current account and in any other account
and over any asset, (including, without derogating from the generality of
the aforesaid term, gold, securities, coins, bank notes, documents in
respect of goods, insurance policies, transfers of debt, deposits,
charges, mortgages and other rights) held and/or which may be held
standing at the disposal of and/or which may stand at the disposal of
and/or on behalf of the Customer by the Bank in any way or manner,
including such as have been delivered or which may be delivered to the
Bank for collection and/or for security and/or for safekeeping and/or in
any other way, and over their counter-value. The Bank may at any time make
whatever use of any asset to which the aforesaid lien shall apply,
including collection and sale, at any price and on any conditions as the
Bank may deem fit, and to make use of the counter-value (in whole or in
part) so obtained as a result of or in connection with such use and/or
collection or sale for the part or full payment of the amounts due or
which may become due from the Customer to the Bank. In the execution of
the aforesaid the Bank may take all legal steps or otherwise as it may
deem necessary. All the expenses involved in the said use and/or sale
and/or legal steps shall be borne by the Customer and the Bank may debit
them to the Customer's account. Whenever the Customer shall owe the Bank
sums of money hereunder, or is likely to owe or to owe such sums
contingently, the Bank may make full use of its aforesaid right to
possession, lien and set off or any of them, for the payment of the
amounts due or which may become due from the Customer to the Bank or as
security for their payment.
The Customer neither has nor shall have with regard to the Bank any claims
and/or complaints of any kind or nature whatsoever in respect of any of
the actions set out hereinabove.
22. The securities which have been delivered or which may be delivered to the
Bank by the Customer hereunder shall be mutually independent securities
and shall not influence and not be influenced by other or additional
securities which the Bank now holds or which it may hold from time to
time, and they shall constitute a fixed and revolving security
notwithstanding the settlement in part or in whole of the account in
whichever form and they shall also serve as a fixed and revolving security
for the payment of all the other amounts that the Customer may owe to the
Bank in any account and in any way whatsoever, and they shall remain in
full force until such time as the Bank may actually release the
securities.
23. Where any person guarantees the payment of the amounts, in whole or in
part, being due or which may become due to the Bank from the Customer, the
Bank may, but shall not be bound, to furnish such guarantor from time to
time with such information affecting the state of the account of the
Customer, as the Bank may deem fit.
24. The Bank shall be entitled to demand and receive from the Customer at any
time to be put at the Bank's disposal for inspection during accepted
business hours, any balance sheet, books of account, dockets, books and
other references with regard to the
state of the Customer's affairs, and to receive from the Customer signed
and certified copies of any document or reference as aforesaid or of any
extract therefrom, and explanations upon any matter therein contained.
25. The Bank may, at its absolute discretion, accept or refuse to accept any
instructions or messages which may be given to it verbally, by telephone,
by telegramme or in any other way not being a clear and legibly written
document, and inasmuch as the Bank may agree to act upon any instructions
or messages so given, the Customer accepts all risk and responsibility for
any error, mistake, misunderstanding, discrepancy, and the Customer
discharges the Bank from any responsibility for any damage or loss which
may be caused to the Customer as a result of giving orders or instructions
or messages in any way not being a clear and legibly written document as
aforesaid.
26. The Customer is obliged to inform the Bank immediately:
(a) Of any case where a demand is made or a claim of right is exercised
with regard to any security which he has given or which he may give
to the Bank and/or of any process of execution or of any steps taken
for the realization of any security as aforesaid.
(b) Of any security which the Customer is about to give to any person
other than the Bank.
(c) Of any act or event mentioned in clause 17 (c)-(h) above.
(d) Of any curtailment of the Customer's affairs or any reduction in the
Customer's capital.
(e) Of the reduced value of any security which has been given or which
may be given by the Bank to the Customer.
27. The Bank's accounts in all their details as recorded in its books shall be
deemed to be correct and shall serve as conclusive evidence against the
Customer, inter alia, with reference to the amount of the debt, with
reference to all the particulars of the bills, guarantees and other
securities which are given or which may be given to the Bank for security
or for collection and with reference to their collection.
28. The Customer shall be bound to inform the Bank in writing of any objection
or opposition he may have - if any - to any account, extract of account,
approval or notice (including copies thereof) which may be sent to the
Customer by the Bank, within 15 days of their receipt, and if such written
objection or opposition as aforesaid is not received by the Bank within
the time stated above, the Customer shall be deemed to have agreed to the
contents of any such document, and as acknowledgement by the Customer as
to the correctness of the sums and the other details therein contained.
29. Any waiver, estoppel or failure to respond on the part of the Bank in
connection with the non-performance or incomplete and imprecise
performance of any obligation of the Customer herein contained, shall not
be deemed to constitute a waiver on the part of the Bank of any right
whatsoever of the rights of the Bank in connection with such
non-performance or incomplete and imprecise performance. Should the Bank
on any occasion agree to any matter contrary to the conditions of this
agreement, its agreement shall be deemed to be limited to such occasion
alone and shall not be taken as agreement or waiver in general.
30. The Bank may from time to time assign its rights hereunder, in whole or in
part, to another or others without resorting to the agreement of the
Customer, by endorsement in the margin or on the face of this document, or
in any other way which the Bank shall deem fit.
31. The Customer hereby waives the necessity for all notarial and other
official notices with reference to a breach of any of the provisions
herein contained.
32. The address of the Customer is as specified at the head of the first page
hereof or any other address in Israel of which notice has been given to
the Bank by the Customer by registered letter, the receipt of which has
been affirmed in writing by the Bank. Any notice which may be sent to the
Customer by the Bank by ordinary post according to the address as
specified above shall be deemed to have been received by the Customer in
time in accordance with normal postal procedure. Written declaration by
the Bank as to the despatch of a notice, the date of its despatch and its
contents shall be conclusive evidence against the Customer as to the date
and despatch and contents thereof.
33. The parties hereto elect the city of Tel-Aviv as the place of jurisdiction
for any claim arising from this agreement, however nothing herein
contained shall affect the right of the Bank to xxx the Customer in any
other Court of Law which it may deem fit.
34. All of the costs involved in drawing up this deed and the stamping
thereof and all of the costs involved in drawing up any of the documents
required and/or which may be required, at the Bank's absolute discretion,
in connection with the securities, their stamping and registration and all
of the costs involved in the collection and/or registration and/or
discharge and/or redemption of any of the securities including Advocates'
fees and all of the costs involved in safeguarding and maintaining any of
the securities shall devolve upon the Customer and they too shall be
secured by the securities.
35. (a) The Bank shall be entitled to entrust the securities or any of them
with a bailee at the discretion of the Bank and to replace such
bailee from time to time at the Bank's absolute discretion.
(b) The Bank shall be entitled to register the securities or any of them
with any competent authority under the provisions of any law.
36. The Customer and/or any person whose right is likely to be affected by the
delivery of the securities or of any of them or by their realization,
shall not be entitled to pay their debts before the prescribed date of
payment has fallen due, and they shall not be entitled to any other right
conferred upon them under Section 13(b) of the Pledges Law 5727-1967 (if
conferred) or under any other provision mending or being substituted for
the foregoing provision. The Customer undertakes to sign every document
and form as required by the Bank if and insofar as with reference to all
or any of the laws of the State of Israel and signature of the Customer is
or may be, at the absolute discretion of the Bank, required upon any
document or form in order to keep this deed and all of the provisions
thereof and/or the securities in full force and effect. With a view to
implementing the provisions contained in this clause, the Customer hereby
appoints the Bank as his attorney in fact, to be so by itself or through
such person to whom the Bank may assign its authority, with the authority
to sign any document or form as required by the Bank, without the Bank or
its attorney-in-fact being responsible in any way towards the Customer for
any act or omission committed by it in accordance with this clause or
pursuant thereto. This appointment is irrevocable since the rights of the
Bank are dependent thereon.
AND IN WITNESS WHEREOF THE PARTIES HAVE HEREBY SIGNED AT THE PLACE
AND ON THE DATE SPECIFIED HEREINABOVE.
The Customer The Bank
THE FIRST INTERNATIONAL BANK A SAFRA BANK For Internal Use Account No.
________________
SUPPLEMENT TO THE GENERAL DEBIT AGREEMENT
IN THE MATTER OF COMPUTATION OF INTEREST
Made in Tel-Aviv on the 11 day of February 1999
BETWEEN:
The First International Bank of Israel Ltd.
(hereinafter the "Bank") of Xxxx Xx'xx 0 Xxxxxx, Xxx-Xxxx of the one part
AND:
PEC Israel Finance Corporation Ltd.
of 3 Xxxxxx Xxxxxx Street, Tel-Aviv, Company No. 51-0252042
(hereinafter the "Customer") of the other part
Whereas the Bank and the customer have entered into a General Debit Agreement
(hereinafter: "Debit Agreement");
And whereas the Bank and the customer wish to amend the Debit Agreement and to
incorporate therein the amendments set forth below;
Now therefore it is agreed by and between the parties as follows:
1. The method of fixing and calculating interest stipulated in Clause 4 of
the Debit Agreement, for debit balances on current accounts in sheqels
(hereinafter - "current account"), shall be replaced by the following
procedure:
A. Interest on debit balances on current account shall be fixed at an
annual rate determined as below:
(1) The interest rate for debit balances on current account
(hereinafter the "debit account rate") consists of a base rate
(also known as "prime rate") which is fixed by the bank from
time to time for all customers pursuant to developments in the
economy and the credit market (hereinafter: the "base rate")
and a supplementary rate (also known as "risk supplement")
fixed by the bank for the particular customer (hereinafter:
the "supplementary rate"). The debit account rate, comprising
both the base rate and the supplementary rate as aforesaid, is
given at the foot of statements sent by the bank to each
customer. Interest, on debit balances that exceed an approved
overdraft facility will be charged at the debit account rate
plus an excess interest rate (hereinafter called: "excess
interest").
(2) The bank will notify customers from time to time of changes in
the base rate and of the date such change shall take effect.
The method of giving such notice and the effective date
thereof shall be as determined from time to time by the
Examiner of Banks or other competent authority.
(3) The supplementary rate will be notified by the bank to the
customer at the time the overdraft facility is agreed and/or
in the event of any change in the terms thereof.
(4) Amounts due or becoming due to the bank on current account in
excess of an approved overdraft facility will carry excess
interest at the rate fixed by the bank from time to time and
published as stated in sub-para (2) above.
(5) Should an overdraft facility not be approved for the customer
or be cancelled for any reason, debit balances on current
account shall bear interest at the base rate plus the maximum
supplementary rate prevailing in the bank, plus excess
interest.
B. Should different rates of interest be fixed for different amounts of
debit balances on current account, the provisions set out herein
shall apply to such rates.
C. Interest will be calculated by the bank on a daily basis (on the
actual number of days in the year) in respect of quarterly
accounting periods (i.e. January - March, April - June, July -
September, October - December) or in respect of such other
accounting periods as shall be determined by the bank.
D. Interest calculated in accordance with the foregoing shall be
charged to the customer's current account on the first banking
business day of the accounting period immediately following the
period in respect of which interest has been calculated and shall be
paid by the customer on such date.
2. Loans granted to the customer by the bank shall carry interest at such
rate and in such manner as shall be determined in the loan documentation.
3. If the parties hereto have signed a Supplement to the Debit Agreement in
the matter of computation of interest (form E-127) the provisions thereof
shall be replaced by this instrument.
AS WITNESS OUR SIGNATURES HERETO:
----------------------------------- ----------------------------------------
THE BANK THE CUSTOMER
THE FIRST INTERNATIONAL BANK OF ISRAEL LTD.
A Safra Bank
APPLICATION FOR FOREIGN CURRENCY LOAN (LIBOR + INTEREST)
ISRAELI RESIDENT
(convertible by the bank, wholly or partly, into a dollar-linked Sheqel loan and
reconvertible, with instructions to debit F.C. account only)
Customer's name: PEC Israel Finance Corporation Ltd.
Address: 3 Xxxxxx Xxxxxx St., Tel-Aviv
Account No.: 407057
Date: 17.2.99
The First International Bank of Israel Ltd.
Tel-Aviv Main Branch
Dear Sirs,
Within the scope of the General Debit Agreement signed between us
(hereinafter the "Debit Agreement") and subject to our obligations towards you
therein and under any other document signed and/or to be signed by us, we
request you to grant to us a foreign currency loan (hereinafter - "the loan") on
the terms set forth below:
1. LOAN CURRENCY AND AMOUNT
The loan will be in U.S. Dollars (hereinafter - "Dollars") in the amount
of 24,000,000.
2. REPAYMENT OF PRINCIPAL
The principal amount of the loan will be repaid in Dollars:
|_| by ____ monthly*/quarterly*/semi-annual* consecutive and equal
instalments of _______________ each on the _________ day of the
month, commencing on __________.
|_| by ____ consecutive and equal instalments of ___________ each on the
last day of March, June, September and December in each year
commencing on _____________.
|X| on 17.5.99.
3. LOAN INTEREST
a) Interest payment dates
-2-
We will pay you daily interest on the principal of the loan outstanding
from time to time, in Dollars and on the following dates:
|X| on the principal payment dates specified in clause 2 above.
|_| on the last day of each calendar month commencing on ________
and a final payment on the date of payment of the first
instalment of loan principal.
|_| on the last day of March, June, September and December in each
year commencing on _________, and a final payment on the date
of payment of the final instalment of loan principal.
|_| monthly*/quarterly*/semi-annually* on the _________ of each
month commencing on the __________, and a final payment on the
date of payment of the final instalment of loan principal.
b) Interest periods
Interest on the outstanding principal amount of the loan will be
computed by the bank in relation to interest periods.
The first interest period will run from the date of disbursement of
the loan up to the first interest payment date stipulated in
sub-para. (a) above or the deferred date pursuant to para. 4 below
(exclusive of such date). Subsequent interest periods will run from
an interest payment date (inclusive of such date) to the next
following interest payment date stipulated in sub-para. (a) above
(exclusive of such data) or the deferred date pursuant to para. 4
below.
c) Rate of interest and manner of determination
The principal amount of the loan outstanding from time to time shall
carry interest calculated on a daily basis from the date of
disbursement of the loan up to the principal payment dates specified
above at the rate of 0.75% above the LIBOR rate as defined below.
"LIBOR" rate herein shall mean the LIBOR rate determined by the bank
at the beginning of each interest period for Dollars and for a
period of 1, 3, 5 or 12 months (each such period being hereinafter
-3-
referred to as "a fixed period") according to the interest period
stipulated in sub-para. (b) above PROVIDED HOWEVER that:
I) in a loan where interest is payable in a lump sum concurrently with
the principal amount and the period of the loan does not coincide
with any timed period, the LIBOR rate for the loan will be the LIBOR
rate determined by the bank for the first fixed period which is
immediately longer than the period of the loan.
II) in a loan where interest is payable by instalments and the first
and/or the last interest period(s) is/are shorter than the
intervening interest period(s), the LIBOR rate for the first and/or
the last interest periods (as the case may be) will the LIBOR rate
determined by the bank for a fixed period coinciding with the
intervening interest period(s).
The LIBOR rate for the first interest period is 5% p.a. and the full
interest rate for the first period is 5.75% p.a. (adjusted rate
____% p.a.).
At the end of each interest period, the bank will determine the
LIBOR rate for the following interest period and notice of such rate
will be sent to us.
4) DEFERRED PAYMENT
In this paragraph "Business Day" means a day on which transactions in
Dollars are carried out. If any date for payment of principal and/or
interest and/or commission shall fall on a day which is not a business day
in the bank, the date for effecting such payment shall be deferred to the
next following business day and interest up to such date will be
calculated accordingly.
5) EFFECTIVE COST
The effective cost of the loan is ____%.
6) TAXES, DUTIES AND OTHER CHARGES
Without derogating from our aforementioned obligations, we undertake to
pay you any amount demanded by you in reimbursement of any tax, duty or
fees that you have been and/or may be obligated to pay and/or which we
have been obliged and/or may be obliged to pay in connection with the loan
as well as in the event that the bank may demand immediate repayment of
the loan for any reason.
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7) LOAN CONVERSION
a) You may at any time at your discretion convert the unpaid balance of
the Loan or any part thereof into a dollar-linked Sheqel loan and
you may reconvert the same or any part thereof and repeat such
conversions, each conversion as aforesaid being referred to
hereinafter as a "conversion".
b) A conversion will be effected by making a new loan available, in
Sheqels or dollars as the case may be, in the amount that the bank
wishes to convert out of the existing loan and the proceeds of the
new loan will be used to redeem all or part of the existing loan.
c) For so long as a loan is maintained in Sheqels, the principal amount
thereof and interest thereon shall be linked to the dollar at the
representative rate of the dollar published by the Bank of Israel
from time to time.
d) For the avoidance of doubt, we confirm that no change shall take
effect by reason of any conversion, in the amount of principal,
interest or commission payable by us to you in dollars had such
conversion not taken place.
e) Save as aforesaid, the terms and conditions of the Loan as specified
herein shall remain unchanged.
8. PREPAYMENT
We shall not be entitled to prepay all or any part of the outstanding
principal amount of the loan or interest thereon or any part thereof
before the payment date(s) stipulated above unless we obtain you prior
consent thereto. You may attach such conditions to your giving consent as
you shall deem fit.
9. DISBURSEMENT INSTRUCTIONS
1. the loan will serve to cover foreign currency transactions permitted
under the General Permit to the Currency Control Regulations, as
follows:____________________________________________________________
____________________________________________________________________
|_| ____________________________________________________________________
Your compliance with our above instructions shall constitute
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proof of our receipt of the loan on the terms contained herein.
10. IRREVOCABLE INSTRUCTIONS
We hereby give you irrevocable instructions to debit our Dollar account
maintained with you in our name in the amount of all sums which we may be
obliged to pay under this instrument on the payment dates stipulated above
or on the deferred dates or on payment dates determined by you if we shall
be obliged to make immediate repayment of the loan under the Debit
Agreement as the case may be (hereinafter the "agreed repayment dates"),
and we undertake to pay any amount debited to our account as aforesaid on
the due date.
If on the agreed repayment dates the said account shall not show a
sufficient balance in the amount of the said debt, you may debit a foreign
currency debitory current account to be opened in our name and we warrant
and acknowledge that any sum debited as aforesaid and not paid by us on
its due date shall bear interest at the rate prevailing at the time in
your bank on debit balances in foreign currency that are not paid on their
due dates.
PEC Israel Finance Corporation Ltd.
