Discount The Business DivisionOrbotech LTD • February 22nd, 2013 • Industrial instruments for measurement, display, and control
Re: Financing Agreement dated as of December 21, 2009, as amended on May 27, 2010, and again on February 15, 2011 (“hereinafter the Financing Agreement”)
Re: Letter of AgreementOrbotech LTD • February 22nd, 2013 • Industrial instruments for measurement, display, and control
This letter is effective until and no later than March 31, 2013 (hereinafter—the “Effective Date”), if all conditions detailed above are not met by the Effective Date, the agreement pursuant to this letter will be automatically cancelled. If the conditions detailed in Sections 1-4 above are met by the Effective Date, the Bank will deliver to you an appropriate letter of cancellation (including an appropriate notice to the Registrar of Companies regarding the cancellation of the Referenced Charge in the form of Appendix B to this letter) and concurrently with the cancelation of the charge in the records of the Registrar of Companies, the Debenture will be deemed canceled.
Appendix AOrbotech LTD • February 22nd, 2013 • Industrial instruments for measurement, display, and control
Further to the Letter of Agreement dated January 31, 2013 and as an integral part of the Financing Agreement between us signed on December 21, 2009, including all amendments thereto (hereinafter—the “Financing Agreement”), pertaining to the credit facilities and banking services you have provided to us and as part of the other loan documents we have signed to you, we, the undersigned, Orbotech Ltd. registration no. 520035213 (hereinafter—the “Company”), hereby irrevocably declare, agree, testify, confirm and undertake to the Bank, as follows:
Re: Letter of AgreementFinancing Agreement • February 22nd, 2013 • Orbotech LTD • Industrial instruments for measurement, display, and control
Whereas, on February 22, 2009, you signed a debenture in connection with the Financing Agreement between us dated December 21, 2009, including all amendments thereto (hereinafter: the “Financing Agreement”), in the framework of which you created a first degree floating charge over all of your plant, property, assets, rights and/or any part thereof pari passu with Bank Hapoalim (hereinafter: “BHP”), which was registered as charge number 9 with the Registrar of Companies, and in the framework of which you undertook, among other things, not to create fixed and/or floating charges over your property and/or assets and/or rights and/or any part thereof, for the benefit of any third party, without receiving our prior written consent therefor (hereinafter: the “Debenture”); and
