EXHIBIT 10(i)(i)
ISRAEL DISCOUNT BANK LTD FROM: Name PEC ISRAEL ECONOMIC CORPORATION
Branch FOREIGN CURRENCY DEPT. (190) ID/PASSPORT No. Date 3/4/98
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APPLICATION FOR THE ALLOCATION OF A CREDIT LINE IN FOREIGN CURRENCY TO
/ / A RESIDENT / / NON-RESIDENT IN ACCOUNT NO. 980-607495
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We hereby make application to Israel Discount Bank Ltd. (hereinafter referred to
as "the Bank") to allocate to us a credit line in the above account in the sum
of USD 26,000,000.00 (TWENTY SIX MILLION DOLLARS) (hereinafter referred to as
"the credit") for a period from 3/4/98 - 4/30/98.
The management terms and conditions of our foreign currency account specified at
the top of this document which we have signed (hereinafter referred to as "the
account") constituting an integral part of this document, and also the
additional terms and conditions particularised below in this our application,
shall apply to the credit:
1. DISCHARGING THE CREDIT
We hereby undertake to repay the credit to the Bank as follows:
/ / on the ________ day of _______________ 199_________ / / in ____
installments of _______ each on the ______day of each month from
_____________until ____________.
2. THE INTEREST RATE - METHOD OF DETERMINATION AND PAYMENT
(a) The credit shall bear daily compound interest on the daily debit balance
in the account at the rate and according to the method of calculation
particularised below. The interest shall be calculated each month on the
last day of such month and shall be paid by us at the end of such
Gregorian month. The interest calculation shall be effected on the basis
of 360 days in a year.
(b) We hereby instruct the Bank to debit our account no. ____________ in
NIS/foreign currency at your ______________ branch on the repayment date
(hereinafter referred to as "the repayment date") with every payment or
amount due from us to the Bank pursuant to this document (hereinafter
referred to as "the payment") in the amount required to discharge such
payment, and we hereby undertake to ensure that there shall, at all
times, be a sufficient balance standing to our credit in our said account
to effect the debits as aforesaid.
The Bank shall be entitled (but not bound) to carry out our said
instructions, irrespective of whether our said account is in credit or in
debit or becomes in debit in consequence of a debit as aforesaid. All
the amounts due or that shall be due from us to the Bank on account of
the credit and the interest shall be discharged to the Bank by paying the
consideration therefor in foreign currency or Israeli currency at the
foreign currency rate prevailing at the Bank on the date of actual
payment, together with an exchange commission as prevailing at the Bank
at such time.
(c) All the amounts that shall be charged to the credit of the account shall
firstly be used to discharge the interest and only thereafter to
discharge the credit principal or according to any other order as the
Bank shall elect. In any case where the repayment date falls on a day
that is not a banking business day as defined below, such repayment date
shall apply on the nearest banking business day as the Bank determines.
For the purposes of this document the expression "banking business day" means
a day on which the Bank actually effects transactions in foreign currency
without restriction as the Bank determines (and for this purpose the eve of
the Day of Atonement shall be deemed a day that is not a banking business
day).
/ / Credit in foreign currency to residents
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The interest calculations as aforesaid shall be effected by the Bank in
respect of the daily debit balances in our account during the preceding
month, according to the average daily interest rate prevailing at the
Bank during such month for the loans in the credit currency.
The base for determining the interest rate as aforesaid by the Bank shall
be the Bank's daily interest rate for loans as aforesaid published by the
Bank each and every day during each month in the interest rates sheet
held at the Bank's branch (hereinafter referred to as "the interest
rate"). This interest is based on Libor + 0.50% rounded up to the
nearest 1/8%.
/ / Credit in Foreign currency to non-residents
The interest calculation shall be effected in respect of the daily debit
balances in the account during the period that elapsed at a rate that
shall be ______% above Libor applicable according to the Bank's
determination during the interest period in respect whereof interest as
aforesaid is calculated (hereinafter referred to as "the Interest rate").
For the purposes of this document:
the expression "Libor" (London Interbank Offered Rate) means the interest rate
to be determined by the Bank as the rate at which the banks are offered on the
determining date at about 11:00 hours (London time) loans in the credit currency
on the international market in London for a period identical to the interest
period in respect whereof the Libor is determined, as published by a service
known as Reuters (save for cases of technical malfunctions). In any event, the
Bank's determination in respect of the interest rate shall, in the Bank's
exclusive discretion, be final and decisive.
The expression "the determination date" means the banking business day that is
two banking business days prior to the day of commencement of the first interest
period or, at the Bank's election, the day of the commencement of the first
interest period and also on the banking business day that is two banking
business days prior to the commencement of any other interest period, at the
time when the Bank customarily determines the Libor rate.
The Bank shall determine the Libor rate and on the basis of its determination as
aforesaid it shall calculate and determine what is the interest rate that we are
required to pay in respect of the undischarged balance of the credit, and the
interest rate determined as aforesaid shall apply for the period from the
commencement of a relevant interest period until the conclusion thereof. For
the purposes of this paragraph alone, the expression banking "business day"
means a day on which the banks in London execute transactions amongst themselves
in foreign currency deposits on the Euro-banking market in London.
3. DEFAULT INTEREST
(a) Any amount due or that shall be due to the Bank and pursuant to this
document and not paid by us on the date prescribed or that shall be
prescribed for the payment thereof in this document or not paid according
to the Bank's first demand pursuant to clause 4 below shall, for the
period from the date on which we were liable to pay it until the actual
payment thereof, bear interest at a rate 5% higher than the interest rate
that would have been payable in respect of such period pursuant to
clauses 1 and 2 above.
(b) For the avoidance of doubt, it is hereby expressed that the
Bank's right to interest as provided in the clause above and also
the actual collection thereof shall not derogate from the Bank's
right to take (or continue to take) all the means to collect any
amount not discharged by us on the due date or according to its
demand as aforesaid.
(c) Interest as provided in paragraph (a) above shall accrue during
every Gregorian month, or at the Bank's election during any other
period in respect whereof the accrual of interest is permitted at
law, shall also bear interest as provided in paragraph (a).
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4. CREDIT ALLOCATION COMMISSION
Upon allocating the credit line, you shall debit us, without notice on
your part, with a commission for such service at the rate prevailing with
you at such time, according to your determination from time to time, in
respect of the credit line allocation period.
You shall be entitled to a commission irrespective of whether the credit
line is fully utilised. Furthermore, you shall also be entitled to a
commission if the credit is reduced or cancelled at your initiative. We
are aware that in the present quarter the commission rate in respect of
the credit allocation is ________% per quarter of the credit amount.
5. IMMEDIATE REPAYMENT/REDUCTION/CANCELLATION OF THE CREDIT ALLOCATION
Without prejudice to other rights of the Bank against us in respect of
the credit that we receive pursuant to any document we sign and in
addition thereto, the Bank shall be entitled, in its exclusive discretion
and decision, not to allocate the requested credit to us and/or to reduce
the credit and/or to cancel the credit line and/or to demand immediate
repayment of the entire credit amount, and without the requirement of
prior or other notice to us, in any one of the cases particularised
below:
(a) If the state of the account or our other accounts at the Bank do
not enable the arrangement pursuant to this document to continue.
(b) If we breach and/or do not perform any obligation to the Bank
pursuant to this document or pursuant to any other document or
agreement or obligation or arrangement.
(c) If there is a risk of our inability to repay the credit or, at
the Bank's decision at such time, other conditions without
exception have been created that oblige the credit to be reduced
or the credit line to be cancelled immediately.
7. PURCHASING FOREIGN CURRENCY AGAINST SHEKELS TO COVER THE CREDIT
Without derogating from our obligation to repay the credit and the
interest in the said currency, if two business days prior to the date
designated for any repayment our account with you does not have a
sufficient amount in the said currency, you shall be entitled, but not
bound, to purchase the required foreign currency on our behalf at the
rate of exchnage prevailing with you on such day, and to debit our
account/s in NIS or in another foreign currency as you deem fit.
8. REPAYMENT OF CREDIT GIVEN TO A NON-RESIDENT
We hereby confirm that we are aware that pursuant to the applicable law
relating to foreign currency control, we are under a duty to repay the
credit mentioned in this document and interest thereon from immediately
available sources, i.e. in foreign currency in which the credit is given
originating abroad or in a property in Israel that is freely convertible
into foreign currency pursuant to the applicable law.
Without derogating from our obligation to repay the credit given to us
from free sources as aforesaid, you shall be entitled, but not bound, to
debit any account of ours or to purchase on our behalf the required
foreign currency herein at the rate of exchange prevailing with you on
such day and to debit our account with Israeli currency or with another
currency as you deem fit, and all subject to the foreign currency control
directives pursuant to the applicable law in force from time to time (or
pursuant to a specific permit from the Bank of Israel).
9. THE APPLICABLE LAW
The credit pursuant to this document, the terms and conditions thereof
and all matters connected
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thereto are subject to the laws of the State of Israel, including any
law, regulation, order, foreign currency control directives, and/or
directions and/or directives of the Bank of Israel or any competent
authority as in force from time to time and at any time whatsoever
(hereinafter referred to as "the applicable law"), and the agreed and
exclusive place of jurisdiction herein shall be the competent court in
Israel in Tel-Aviv, Haifa, Jerusalem or Beersheva, according to the town
that is nearest to the branch at which the credit is given.
10. GENERAL
(a) The headings in this document are for convenience purposes. They
do not form part of the document and no significance shall be
attributed thereto for the purposes of interpreting this document
or any of the provisions hereof.
(b) In this document the plural includes the singular and vice versa,
the masculine includes the feminine and vice versa and everything
relating to a person shall also include a body corporate and vice
versa.
(c) If this document is signed by two or more persons, their
liability and obligation to the Bank shall be joint and several.
Our signature to this document also constitutes our acknowledgement of the
receipt of a copy of this document.
AS WITNESS OUR HANDS:
/s/ FRANK J. KLEIN
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Signature of Customer/s PRESIDENT
/s/ WILLIAM GOLD, TREASURER
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CONFIRMATION OF BRANCH/DEPARTMENT
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Name and signature of branch/department manager
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FOR THE BANK'S USE
The loan was effected on______________. The customer's
account was debited by the computer with a commission
to secure a credit line in the sum of _____________ on
_________________________.
This instruction was entered on _____________.
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