EXHIBIT 2.13
[UNOFFICIAL TRANSLATION FROM ORIGINAL HEBREW]
Account No./Nos. 70666
I.D. Card no.
Customer's Name Address & Area code Telephone no. /Corp.Reg.no
- --------------- ------------------- ------------- ------------
Hi-Tex (founded by Tefron) Ltd. 517489816
BANK HAPOALIM B.M.
Bnei Brak Branch. Date: 31.12.04
Dear Sirs,
Re: REQUEST TO ALLOCATE A CREDIT - FURTHER TO MY LETTER OF UNDERTAKING FOR
CREDIT IN FOREIGN CURRENCY / APPLICATION TO OPEN AN ACCOUNT AND GENERAL
CONDITIONS FOR OPERATING AN ACCOUNT INCLUDING THE AMENDMENT(S) THERETO,
SIGNED BY ME ON THE __________________ DAY OF _____________ ______
(HEREINAFTER: "THE ABOVE CONDITIONS")
- --------------------------------------------------------------------------------
I hereby request that you provide me in my foreign currency account with you No.
70666, (hereinafter: "the Account") with Credit in U.S. DOLLARS currency
(hereinafter: "the Currency of the Credit") in the amount of 5,300,000 (FIVE
MILLION, THREE HUNDRED THOUSAND U.S. DOLLARS) (hereinafter - "the Credit").
THE PROVISION OF THE CREDIT TO THE ACCOUNT SHALL BE TREATED BY ME AS YOUR
AGREEMENT FOR THE GRANTING OF THE CREDIT IN ACCORDANCE WITH THE ABOVE CONDITIONS
AND THE SPECIAL CONDITIONS SET FORTH BELOW.
1. DATE OF PROVISION OF THE CREDIT __________________
2. PURPOSE OF THE CREDIT AND INSTRUCTIONS FOR DISPOSAL THEREOF
2.1 The Credit is being granted:
[_] for valid and lawful corporate purposes (mark x as applicable to
corporate customers only).
[_] the financing of the cost of goods imported to Israel by me.
[_] ____________________________________
and I hereby undertake to use the Credit for that purpose only.
2.2 I HEREBY IRREVOCABLY INSTRUCT AND AUTHORIZE YOU TO DEBIT THE ACCOUNT
WITH THE AMOUNT OF THE CREDIT.
[_] and to pay the countervalue to
____________________________________
[_] by __________________________________________________________
[_] to convert the countervalue of the Credit to Israeli currency
according to the exchange rate to be fixed by yourselves on the
date of conversion and credit the countervalue in Israeli
currency to my account no. __________________ in the
______________ branch of Bank Hapoalim
[_] ______________________________________________________
3. TERMS FOR REPAYMENT OF THE CREDIT
I undertake to repay the Credit in the Currency of the Credit as follows:
[_] in one lump sum due and payable on __________________
[X] in 32 monthly/QUARTERLY/semi-annual/___________ */ installments,
commencing on 31.3.05 and ending on 31.12.12.
[_] each installment to be in the sum of _________________
/_________________, first installments in the sum of _________________
and the last installment in the sum of _________________ /the
frequency of the installments and the amount thereof to be in
accordance with that stated in Appendix "A" attached/in the payment
schedule. *
4. INTEREST
4.1 [_] FIXED INTEREST RATE
4.1.1 INTEREST RATE
I shall pay interest to the Bank as calculated by the Bank from
the date of provision of the Credit at the rate of ______%
(__________________ per cent) per annum being adjusted annual
interest at the rate of ___% per annum (hereinafter: "the
Interest") on the dates specified in paragraph 4.1.2 below.
4.1.2 INTEREST PAYMENT DATES
The Interest (excluding Default Interest) shall be paid by me to
the Bank in the Currency of the Credit as follows:
a.[_] in one lump sum on __________________________________.
b.[_] in advance by deducting the Interest from the Credit.
c.[_] at the end of each monthly/quarterly/semi-annual ______*
period (hereinafter: "Interest Period") with the Interest
being calculated on the balance of the Credit outstanding
from time to time from the commencement of the current
Interest Period up to the end of the respective Interest
Period.
d.[_]
1. On the date prescribed for payment of any sum on
account of the Credit, Interest will be paid on such
sum at the interest rate as from the beginning of the
respective Interest Period (as hereinafter defined)
until the repayment date prescribed for such payment of
Credit;
2. at the end of each monthly/quarterly/semi-annual
______* period (hereinafter: "Interest Period") with
the Interest being calculated on the balance of the
Credit outstanding from time to time from the
commencement of the current Interest Period up to the
end of the respective Interest Period.
2
The Interest payable on the balance of the Credit
outstanding will not include the Interest paid as above
in respect of the installments which have fallen due
during the current Interest Period.
**e.[_] From the date of the provision of the Credit until
_____________, the Interest amount, calculated from time to
time as provided in sub-paragraph (c) above, will be
compounded with the Credit on each payment date mentioned.
The Credit, after each amount of Interest has been so
compounded, will bear Interest at the Interest rate and be
payable commencing the ____ day of _________________ in
accordance with sub-paragraph (a)/ (c) / (d)* above
respectively.
4.2 VARIABLE INTEREST
4.2.1 INTEREST RATES
a.[X] VARIABLE INTEREST
I shall pay variable interest to the Bank as calculated by
the Bank from the date of the provision of the Credit, at
the rate of L. +2% (L. + 2 percent) per annum above the
LIBOR rate (as defined below) (hereinafter: "the Interest")
which consists of, at the date of this Request, annual
adjusted interest at the rate of ___%, on the dates
specified in paragraph 4.2.4 below.
b.[_] VARIABLE INTEREST SUBJECT TO LIMIT
I shall pay variable interest to the Bank as calculated by
the Bank from the date of the provision of the Credit at the
rate of ______% (_____________per cent) per annum above the
LIBOR rate as defined below (hereinafter: "the Interest")
which consists, as at the date of this Request, annual
adjusted interest at the rate of ___%, provided the Interest
rate will not exceed ___% (________ percent) per annum
consisting of annual adjusted interest at the rate of ____%
(_______per cent) per annum (hereinafter: "the Maximum
Interest Rate"), all according to the update periods and on
the dates specified on the Maximum Interest Rate, I shall
pay interest to the Bank for the respective update period to
which such Determination Date (as defined below) relates
only according to the Maximum Interest Rate.
4.2.2 For the purpose of determining the Interest rate from time to
time applicable to the Credit the following definitions and
provisions shall apply:
"LIBOR" (London Interbank Offered Rate) - means the rate of
interest determined by the Bank as being the highest rate
(rounded upwards to the nearest 1/8 of one percent) at which
deposits in the Currency of the Credit, for a tenor equal in
duration to the Update Period (as defined below) are offered to
it on the Determination Date (as defined below) in the London
interbank market or in any other interbank market in Europe.
"Determination Date" means with reference to any Update Period
(as defined below), two business days preceding the commencement
of the respective Update Period (as defined below).
3
4.2.3 UPDATE PERIODS
The Interest applicable to the Credit shall be determined by the
Bank every month/THREE/six _3__* months in advance on the
Determination Date by reference to the respective LIBOR applied
by the Bank to the respective Update Period, (each such period
being hereinafter called an "Update Period").
I hereby declare that I am aware that notwithstanding that stated
in this sub-paragraph and without derogating therefrom, the first
and/or last Update Period may be shorter or longer than the other
Update Periods, as the Bank in its discretion may deem fit and
pursuant to the conditions prescribed for repaying the Credit.
4.2.4 INTEREST PAYMENT DATES
The Interest (but not including Default Interest) shall be paid
by me to the Bank in the Currency of the Credit as follows:
a.[_] In one lump sum on __________________________________.
b.[_] at the end of each monthly/three/six 3 MONTHLY* period
(hereinafter: "Interest Period") calculated on the balance
of the Credit outstanding from time to time from the
commencement of the current Interest Period up to the end of
the respective Interest Period, according to the Interest
rate fixed for the Update Period during which such Interest
Period falls.
c.[_]
1. On the date prescribed for payment of any sum on
account of the Credit, Interest will be paid on such
sum as from the beginning of the respective Interest
Period (as hereinafter defined) until the repayment
date prescribed for such payment, according to the
Interest rate fixed for the Update Period during which
such payment falls to be paid.
2. At the end of each monthly/quarterly/semi-annual
______* period (hereinafter: "Interest Period")
Interest will be paid calculated on the balance of the
Credit outstanding from time to time from the
commencement of the current Interest Period up to the
end of the respective Interest Period, according to the
Interest rate fixed for the Update Period during which
such Interest Period falls. The Interest payable on the
balance of the Credit outstanding will not include the
Interest paid as above in respect of the installments
which have fallen due during the current Interest
Period.
d.[_] From the date of the provision of the Credit until
_____________, the Interest amount, calculated from time to
time as provided in sub-paragraph (b) above, will be
compounded with the Credit on each payment date mentioned.
The Credit, after each amount of Interest has been so
compounded, will bear Interest at the Interest rate
mentioned in sub-paragraph 4.2.1 and be payable commencing
the ____ day of _________________ in accordance with that
stated in sub-paragraph (a)/(b)/(c) * above respectively.
4
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* Delete as appropriate.
4.3 ADDITIONAL AMOUNTS
I undertake to pay to the Bank from time to time additional amounts
(hereinafter: "the Additional Interest") which are calculated, as of
the date of this Request, at the rate of _____% (____________ per
cent) per annum (being adjusted annual interest at the rate of ____%
per annum), or at any other rate to be determined by the Bank from
time to time, which will, in the opinion of the Bank, compensate the
Bank for any increased costs of the Credit, for whatever reason,
including such increased cost to the Bank:
1. arising from any obligation under any law or agreement or
otherwise, imposed on or incurred by the Bank, or from any demand
made upon the Bank by the Bank of Israel or any competent or
other authority and/or otherwise in Israel or abroad:
a. to hold liquid assets to any degree or in any currencies in
connection with the granting or the continuation of the
Credit, and/or
b. to pay and/or make provision for any payments whatsoever to
the State Treasury or to the Bank of Israel or to any
competent and/or other authority in connection with the
granting or the continuation of the Credit, or
2. If as a result of any such obligation or demand the Bank is
unable to obtain the rate of return on its overall capital which
it would have been able to obtain but for its having complied
with my request for the provision of the Credit.
4.4 The Additional Interest shall be paid in the Currency of the Credit,
or in such other currency as will be determined for that purpose on
the date prescribed for payment of the Interest as set out above, or
on such other date as will be determined for such purpose under any
law.
4.5 The Interest and/or the Additional Interest shall be computed on the
basis of the actual number of calendar days elapsed divided by 360.
5. ALLOCATION COMMISSION
I shall pay the Bank on _________/ immediately upon receiving the Bank's
demand* a one-time commission at the rate of _______% of the Credit amount
(hereinafter: "Allocation Commission").
6. BUSINESS DAYS
6.1 If any payment due from me hereunder and/or if the last day of any
Interest Period falls due on a day which is not a Business Day (as
defined below) such payment shall be made on and/or the respective
Interest Period shall be extended, as the case may be, until, the next
day which is a Business Day (as defined below) and bear interest at
the rate required according to paragraph 4 above, unless it would
thereby be made in the next calendar month, in which case such payment
will be made on the immediately preceding Business Day (as defined
below).
6.2 Where any installment on account of the Credit falls due in a calendar
month in which any Interest Period ends, the due date of said
installment shall be deferred to the last day of said Interest Period
so as to ensure that the due date for payment on account of the Credit
and the due date for payment of Interest in any such case are one and
the same.
5
6.3 For the purposes hereof "Business Day" means a day on which banks in
Tel-Aviv, London and the country in which the Currency of the Credit
is legal tender are open for business. Where the basket of currencies
(as set forth in the Schedule hereto) is defined as being the Currency
of the Credit, the term "Business Day" shall mean a day on which the
Bank of Israel publishes a representative rate for the basket of
currencies (as set forth in the Schedule hereto).
7. The paragraph headings are indicative only and are not to be used in
construing this Request.
8. This Request will be supplementary to the provisions contained in the Above
Conditions, but in case of divergence between them, the provisions herein
contained shall prevail. Subject thereto, all the terms defined herein bear
the same meaning as contained in the Above Conditions.
9. SPECIAL CONDITIONS
IN WITNESS WHEREOF I HAVE SIGNED:
/S/ Hi-Tex (founded by Tefron) Ltd. /S/
------------------------------------------------------------
SCHEDULE (In the event that the type of currency specified in the Request
constitutes a basket of currencies)
1. I confirm that it has been brought to my knowledge that the constitution of
each unit of the basket of currencies referred to in the above Request
(hereinafter - "the Unit") as at the date hereof is as follows:
TYPE OF CURRENCY CURRENCY AMOUNT
---------------- ---------------
US$ US$ 0.6372
DM. DM.0.3964
Pounds Sterling (pound) 0.0604
French Franc FF.0.3222
Japanese Yen (Y) 7.0106
2. I am aware that the constitution of the Unit as detailed above is and will
be the determining constitution for all intents and purposes in relation to
the above Request and the above Conditions and any future change in the
constitution of the basket of currencies by the Bank of Israel will affect
neither the constitution of the Unit as detailed above nor the amounts
which are due and/or may become due from me to the Bank.
3. The term "the Currency of the Credit" in relation to the basket of
currencies means - each and every one of the currencies included in each
Unit of the basket of currencies, as the case may be.
4. This Schedule constitutes an integral part of my above Request for
Provision of Credit in Foreign Currency.
IN WITNESS WHEREOF I HAVE SIGNED:
6
12 Bank Hapoalim B.M. 01.01.05/22:57 Page: 391 22476
655 Bnei Brak Statement no. 3501999 - Repayment Schedule in respect of a Foreign
Currency Loan As at: 31.12.04 Page: 5
No. 2260120
Hi-Tex (founded by Tefron) Ltd.
Internal Bank Hapoalim POB No. 136
Bnei Brak 51461
RE: RE: CONFIRMATION OF THE EXECUTION AND REPAYMENT SCHEDULE OF LOAN NO.
.01230 IN BRANCH NO. 655 IN ACCOUNT NO. 70666
Amount of loan : 5,300,000.00 Type of loan : 878-0000602 Frequency of interest update : 3 m. commencing 31/12/04
Currency : 019 U.S. dollar Manner of debit : in foreign currency
Loan value : 31/12/04 Loan portfolio no. : 1230 Account to be debited 655-70666-142
Collection charges : with each payment-variable
Original Outstanding Payment on Payment/accrual
payment principal current account of on account of Collection
no. date balance payment amount principal interest fees
- --- ---- ------- -------------- --------- -------- ----
1 31/03/05 5,134,375.00 226,907.31 165,625.00 61,281.26 1.05
2 30/06/05 4,968,750.00 225,651.89 165,625.00 60,025.84 1.05
3 30/09/05 4,803,125.00 224,353.92 165,625.00 58,727.87 1.05
4 31/12/05 4,637,500.00 222,396.33 165,625.00 56,770.28 1.05
5 31/03/06 4,471,875.00 219,247.15 165,625.00 53,621.10 1.05
6 30/06/06 4,306,250.00 217,906.62 165,625.00 52,280.57 1.05
7 30/09/06 4,140,625.00 216,523.53 165,625.00 50,897.48 1.05
8 31/12/06 3,975,000.00 214,565.95 165,625.00 48,939.90 1.05
9 31/03/07 3,809,375.00 211,586.99 165,625.00 45,960.94 1.05
10 30/06/07 3,643,750.00 210,161.35 165,625.00 44,535.30 1.05
11 30/09/07 3,478,125.00 208,693.15 165,625.00 43,067.10 1.05
12 31/12/07 3,312,500.00 206,735.56 165,625.00 41,109.51 1.05
13 31/03/08 3,146,875.00 204,352.40 165,625.00 38,726.35 1.05
14 30/06/08 2,981,250.00 202,416.09 165,625.00 36,790.04 1.05
15 30/09/08 2,815,625.00 200,862.77 165,625.00 35,236.72 1.05
16 31/12/08 2,650,000.00 198,905.17 165,625.00 33,279.12 1.05
Amount for No. of Base Nominal Adjusted
calculating interest interest interest interest
no. interest days rate rate rate
- --- -------- ---- ---- ---- ----
1 5,300,000.00 90 2.62500 4.62500 4.77234
2 5,134,375.00 91
3 4,968,750.00 92
4 4,803,125.00 92
5 4,637,500.00 90
6 4,471,875.00 91
7 4,306,250.00 92
8 4,140,625.00 92
9 3,975,000.00 90
10 3,809,375.00 91
11 3,643,750.00 92
12 3,478,125.00 92
13 3,312,500.00 91
14 3,146,875.00 91
15 2,981,250.00 92
16 2,815,625.00 92
12 Bank Hapoalim B.M. 01.01.05/22:57 Page: 392 22477
655 Bnei Brak Statement no. 3501999 - Repayment Schedule in respect of a Foreign
Currency Loan As at: 31.12.04 Page: 2
No. 2260050
RE: CONFIRMATION OF THE EXECUTION AND REPAYMENT SCHEDULE OF LOAN NO.
.01230 IN BRANCH NO. 655 IN ACCOUNT NO. 70666
Continuation of payment itemization
Original Outstanding Payment on Payment/accrual
payment principal current payment account of on account of Collection
no. date balance amount principal interest fees
- --- ---- ------- ------ --------- -------- ----
17 31/03/09 2,484,375.00 196,266.68 165,625.00 30,640.63 1.05
18 30/06/09 2,318,750.00 194,670.81 165,625.00 29,044.76 1.05
19 30/09/09 2,153,125.00 193,032.39 165,625.00 27,406.34 1.05
20 31/12/09 1,987,500.00 191,074.79 165,625.00 25,448.74 1.05
21 31/03/10 1,821,875.00 188,606.52 165,625.00 22,980.47 1.05
22 30/06/10 1,656,250.00 186,925.54 165,625.00 21,299.49 1.05
23 30/09/10 1,490,625.00 185,202.01 165,625.00 19,575.96 1.05
24 31/12/10 1,325,000.00 183,244.41 165,625.00 17,618.36 1.05
25 31/03/11 1,159,375.00 180,946.37 165,625.00 15,320.32 1.05
26 30/06/11 993,750.00 179,180.28 165,625.00 13,554.23 1.05
27 30/09/11 828,125.00 177,371.63 165,625.00 11,745.58 1.05
28 31/12/11 662,500.00 175,414.03 165,625.00 9,787.98 1.05
29 31/03/12 496,875.00 173,371.32 165,625.00 7,745.27 1.05
30 30/06/12 331,250.00 171,435.00 165,625.00 5,808.95 1.05
31 30/09/12 165,625.00 169,541.25 165,625.00 3,915.20 1.05
32 31/12/12 0.00 167,583.65 165,625.00 1,957.60 1.05
Total payment 6,325,132.86 5,300,000.00 1,025,099.26 33.60
Amount for No. of Base Nominal Adjusted
calculating interest interest interest interest
no. interest days rate rate rate
- --- -------- ---- ---- ---- ----
17 2,650,000.00 90 2.62500 4.62500 4.77234
18 2,484,375.00 91
19 2,318,750.00 92
20 2,153,125.00 92
21 1,987,500.00 90
22 1,821,875.00 91
23 1,656,250.00 92
24 1,490,625.00 92
25 1,325,000.00 90
26 1,159,375.00 91
27 993,750.00 92
28 828,125.00 92
29 662,500.00 91
30 496,875.00 91
31 331,250.00 92
32 165,625.00 92
Total payment
Continued on next page
12 Bank Hapoalim B.M. 01.01.05/22:57 Page: 393 22478
655 Bnei Brak Statement no. 3501999 - Repayment Schedule in respect of a Foreign
Currency Loan As at: 31.12.04 Page: 3
No. 2260050
RE: RE: CONFIRMATION OF THE EXECUTION AND REPAYMENT SCHEDULE OF LOAN NO. 01230
IN BRANCH NO. 655 IN ACCOUNT NO. 70666
Notes: - Changes may occur in the payment days pursuant to the business
days in Israel and abroad.
- Changes in principal and/or interest payment dates or interest
update dates or in the date for compounding interest with
principal, which fall on a day not being a Business Day, will
entail a change in the dates appearing in the repayments schedule
overall (except for the last installment) in order to maintain
symmetrical periods.
- Changes may occur in the interest amounts pursuant to changes in
the payment dates.
- The loan is at a variable interest rate - the interest amounts
for ensuing periods, as appearing above, are calculated according
to the LIBOR rate known on the loan value date. On the interest
update dates, changes may occur in accordance with the Loan
Agreement.
- The interest rate is based on LIBOR for three months.
- Interest rate: LIBOR + 2.0000%.
- Changes may occur in the collection fees from time to time
according to the Bank's decision, and pursuant to the exchange
rate of checks/sale transfers known on the date of effecting the
debit.
Yours faithfully,
Bank Hapoalim B.M.
Bnei Brak Branch
E.& O.E.