RIGHTS AGENT AGREEMENTRights Agent Agreement • December 9th, 2005 • Tower Semiconductor LTD • Semiconductors & related devices
This Rights Agent Agreement, made and entered into this _____ day of December ___, 2005, by and between Tower Semiconductor Ltd., a company organized under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company, a New York trust company with offices at 59 Maiden Lane, New York, New York 10038 (“AST”).
TOWER SEMICONDUCTOR LTD., AS ISSUER THE BANK OF NEW YORK, AS TRUSTEE AND HERMETIC TRUST (1975) LTD., AS CO-TRUSTEETower Semiconductor LTD • December 9th, 2005 • Semiconductors & related devices • New York
INDENTURE dated as of [ ], 2005 by and among Tower Semiconductor Ltd., a company with limited liability incorporated under the laws of Israel (the “Issuer”), The Bank of New York, a New York banking corporation, as trustee (the “Trustee”) and Hermetic Trust (1975) Ltd., an Israeli company, as co-trustee (the “Co-Trustee”, and, together with the Trustee, the “Trustees”).
TWELFTH AMENDMENT TO THE FACILITY AGREEMENTThe Facility Agreement • December 9th, 2005 • Tower Semiconductor LTD • Semiconductors & related devices
WHEREAS: the Borrower, on the one hand, and the Banks, on the other hand, are parties to a Facility Agreement dated January 18, 2001, as amended pursuant to a letter dated January 29, 2001, a Second Amendment dated January 10, 2002, a letter dated March 7, 2002, a letter dated April 29, 2002, a letter dated September 18, 2002, as amended on October 22, 2002, a letter dated June 10, 2003, a Seventh Amendment dated November 11, 2003, a letter dated January 30, 2005, a Ninth Amendment dated July 24, 2005, a Tenth Amendment dated September 29, 2005 and an Eleventh Amendment dated October 27, 2005 (the Facility Agreement, as amended as aforesaid, hereinafter “the Facility Agreement”); and
