EXHIBIT 2.14
[UNOFFICIAL TRANSLATION FROM ORIGINAL HEBREW]
ISRAEL DISCOUNT BANK LTD. Loan account no. 841-01-202251
Main, Foreign Currency Branch Isr./For. currency proceeds current account no. 968-892036
hereinafter: "the Bank") [_] Proceeds account no. (principal+interest) 940-01-202251
[_] Proceeds account no. (principal) 940-01-202251
Date: 25.12.04 [_] Proceeds account no. (interest)_____/___________
Code + target product /___/____/____/
803
APPLICATION TO RECEIVE A FOREIGN CURRENCY LOAN
I/we the undersigned:
1. Name Tefron Ltd. I.D./Passport no. 5520043402
Address BRANCH POB 028
2. Name ____________________________________ I.D./Passport no. ______________
Address ______________________________________
3. Name ____________________________________ I.D./Passport no. ______________
Address ______________________________________
Hereby apply to the Bank to grant us a loan in the sum of 2,910,000
(IN WORDS TWO MILLION, NINE HUNDRED AND TEN THOUSAND)
currency U.S. DOLLARS (hereinafter: "the Loan") on the following conditions:
1. PURPOSE OF THE LOAN (complete as appropriate).
[_] The requested Loan has been designated for -
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
The requested Loan has not been designated nor will it be used by us and/or
by any person on our behalf for the purpose of purchasing any rights in an
apartment in which we /and/or our adult children and/or our parents intend
to live.
- OR -
[_] The Loan is designated for the purchase of rights / in leasing an apartment
in which we and/or our adult children and/or our parents intend to live, or
for the construction, extension or refurbishing of such an apartment (see
the schedule attached hereto).
2. GRANT OF THE LOAN
a. Please open a special loan account in our name (the number of which
will appear at the beginning of this form and be hereinafter called:
"THE LOAN ACCOUNT") which will be operated according to the conditions
contained herein.
b. Please credit the current account specified at the beginning of this
form (hereinafter: "THE CURRENT ACCOUNT") with the proceeds of the
Loan and debit the Loan Account with the proceeds of the Loan against
such crediting of the Current Account.
The crediting of the Current Account with the proceeds of the Loan
will be deemed to constitute the receipt of the Loan by us on such
dates of crediting, and will be hereinafter called: "THE DATE OF
RECEIPT OF THE LOAN".
c. The conditions of operating the Current Account signed by us
constitute an integral part hereof.
In respect of crediting the Account with the loan proceeds, a
"transaction entry" commission will be charged, as fixed from time to
time in the Bank's list of charges displayed in the Bank's branches.
The commission for entering the transaction in the Account at the
Bank's current rates is NIS ________.
SIGNATURE OF THE CUSTOMER (INITIALS) (INITIALLED)
3. INSTRUCTIONS REGARDING CONVERSION
If the Current Account is maintained in Israeli currency, please convert
the full amount of the Loan into new shekels, according to the purchase
rate ("for transfers and cheques") of the currency of the Loan, as
customary in the Bank on the conversion date, plus such commissions and
levies as will be customary for the time being.
4. CONDITIONS OF THE LOAN
a. TERM AND REPAYMENT OF THE LOAN
The Loan will be for a term of 96 months commencing the 31ST day of
DECEMBER, 2004 and expiring on the 31ST day of DECEMBER, 2012 and be
repaid by us in installments in the amounts and on the dates set out
below as marked with an X save that it is hereby expressly stated that
in the event the date of payment falls on a day which is not a
business day in the Bank (as determined by the Bank in this regard)
such payment date will be deferred until the banking business day next
following.
SIGNATURE OF THE CUSTOMER (INITIALS) (INITIALLED)
b. REPAYMENT OF THE LOAN
1) [_] PAYMENT BY SEPARATING THE PRINCIPAL FROM THE INTEREST ON THE
LOAN*:
a) THE PRINCIPAL OF THE LOAN WILL BE REPAID by us as detailed
below and marked with an X:
[_] by a single payment on the ____ day of _______________
- OR -
[X] in a total of 32 consecutive installments which
will be paid every 3 months on the 31 day of each
Gregorian calendar month in which the payment of the
principal of the Loan mentioned will occur commencing
the 31 day of MARCH, 2005 and terminating on the 31 day
of DECEMBER 2012.
SIGNATURE OF THE CUSTOMER (INITIALS)(INITIALLED)
b) INTEREST* WILL BE PAID by us on the date set out below as
marked with an X:
[_] in a single payment on the ____ day of _______________
- OR -
- ----------
* The interest rate will be specified in paragraph (c) below.
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[_] on the repayment dates of the principal of the Loan as
detailed in sub-paragraph (a) above and marked with an
X.
- OR -
[X] in a total of 32 consecutive installments which will be
paid every 3 months on the 31 day of each Gregorian
calendar month in which the payment of the interest of
the Loan mentioned will occur commencing the 31 day of
MARCH, 2005 and terminating on the 31 day of DECEMBER,
2012.
- OR -
[_] first payment on ____ day of _________________ (namely
____ months after the date of receiving the Loan) and
the remaining payments of principal in _______ equal
consecutive installments which will be paid every
______ months on the ___ of each Gregorian calendar
month in which payment of such interest on the Loan
will be paid - commencing the ____ day of
__________________ and terminating on the ____ day of
__________________. During the period which will
commence on the date of receipt of the Loan and
terminate on the first date prescribed for the payment
thereof (hereinafter: "the Grace Period"), no payment
is required to be paid on account of the outstanding
balance of the Loan and/or on account of the interest
that has accrued on the Loan except where any of the
events enumerated in clause 14 hereof has occurred.
For the avoidance of any doubt it is hereby expressly
emphasized and declared that during the Grace Period, the
interest on the Loan will be posted once every ____ months
to the Proceeds Account, and similarly bear interest
according to the terms of the Loan. On the first date
prescribed for the payment thereof, the balance of the
interest posted and which has accrued in the Proceeds
Account as stated (according to the calculation and records
of the Bank) will be compounded with the principal of the
Loan and similarly be called in all respects "the Loan
Principal". As from such date onwards the interest will be
calculated, repaid and paid by us on the dates prescribed
for the payment thereof as set out above.
SIGNATURE OF THE CUSTOMER (INITIALS) (INITIALLED)
2)[_] Repayment of the principal and interest* using the "Spitzer method"
tables:
[_] the Loan Principal and the interest will be repaid in
_________________ equal consecutive installments in the sum of
______________ in the currency of the Loan - each which include
payment of both the principal of the Loan and the interest in
respect thereof .
The above payments will fall every _________________ months on
the ____ of each Gregorian calendar month commencing the ____ day
of _________________ and terminating the ____ day of
_________________.
- or -
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[_] payment of the Loan Principal and the interest in respect thereof
will commence on the ____ day of __________________ (namely ____
months after the date of receiving the Loan). During the period
which will commence on the date of receipt of the Loan and
terminate on the first date prescribed for the payment thereof
(hereinafter: "the Grace Period"), no payment is required to be
paid on account of the outstanding balance of the Loan and/or on
account of the interest that has accrued on the Loan except where
any of the events enumerated in clause 14 hereof has occurred.
For the avoidance of any doubt it is hereby expressly emphasized
and declared that during the Grace Period, the interest on the
Loan will be posted once every ____ months to the Proceeds
Account, and similarly bear interest according to the terms of
the Loan. On the first date prescribed for the payment thereof,
the balance of the interest posted and which has accrued in the
Proceeds Account as stated (according to the calculation and
records of the Bank) will be compounded with the principal of the
Loan and similarly be called in all respects "the Loan
Principal". As from such date onwards, the Principal of the Loan
and the interest (which will be calculated as stated in
sub-paragraph (c) hereof) will be repaid in ____ equal,
consecutive installments in the sum of ___________
(________________________) in the currency of the Loan each -
comprising payment of Principal of the Loan and the interest in
respect thereof. The above installments will be paid every ____
months on the ____ of each Gregorian calendar month in which
payment of the Principal of the Loan and such interest will fall
- commencing the ____ day of _________________ and terminating on
the ____ day of _________________.
SIGNATURE OF THE CUSTOMER (INITIALS) ___________
- or -
3)[_] The repayment of the Loan will be as follows:
a) The interest will be paid by us over _________________
months in _________________ consecutive installments. These
installments will be payable monthly on the
_________________ of each Gregorian calendar month
commencing the ____ day of _________________ and terminating
the ____ day of _________________.
b) The Principal of the Loan and the interest, using the
Spitzer method tables, will be repaid in _________________
equal consecutive installments in the sum of NIS.
_____________ each. These payments will fall monthly on the
_________________ of each Gregorian calendar month.
SIGNATURE OF THE CUSTOMER (INITIALS) ___________
c. INTEREST
1) The interest rate on the Loan will be as stated below and marked
with an X (hereinbefore and hereinafter: "the interest")
[_] Fixed interest at the rate of ____ % per annum (the nominal
interest rate) which is equal, using the annual adjusted
interest computation to ____% per annum.
- or -
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[_] Variable interest at 2%, above the LIBOR rate (as
hereinafter defined) calculated and adjusted annually as set
out below:-
SIGNATURE OF THE CUSTOMER (INITIALS) (INITIALLED)
2) COMPUTATION AND PAYMENT OF THE INTEREST:
a) CALCULATION OF THE INTEREST
The interest will be computed on a daily basis in respect of
the period commencing from the date of receipt of the Loan
until the full and actual payment thereof based on a 360 day
year.
b) MANNER OF DETERMINING THE LIBOR RATE
1) The Bank will determine the LIBOR interest rate in
respect of each interest period 2 banking business days
prior to the commencement of each respective interest
period and each LIBOR interest rate determined by the
Bank will apply in respect of the period commencing at
the beginning of the respective interest period and
continue until the expiration thereof. In this
connection, it is emphasized and stated that any change
in the LIBOR rate will lead to a corresponding change
in the interest rate on the Loan, according to the rate
of the change of the LIBOR interest as compared with
the rate thereof prior to the change, as calculated by
the Bank.
2) DEFINITIONS
In this sub-paragraph (b) the following expressions shall
bear the meanings set out opposite them:-
(a) "THE LONDON INTERBANK OFFERED RATE (LIBOR) means the
interest rate determined by the Bank, having regard to
the highest interest rate at which Interbank deposits
and/or loans in foreign currency are offered in the
London Euromarket in a tenor comparable to the interest
period as quoted on or about 11.00 a.m. (London time)
and published by Reuters Information Service, and, in
the absence of such publication by Reuters, the LIBOR
rate will be that determined by the Bank having regard
to the LIBOR rate, quoted and published by such other
information service or entity as will, in the opinion
of the Bank, be an appropriate substitute for the
Reuters publication. In the absence of such quotation
and publication with respect to the LIBOR interest
rate, the Bank's own determinations shall be in
substitution therefor with respect to all the foregoing
matters and will be absolute and final in all respects.
With respect to a Loan linked to a basket of currencies -
the LIBOR rate shall mean such rate as expresses the
weighted average of the LIBOR interest rates (that will be
fixed by the Bank as mentioned above) of each of the foreign
currencies comprising the basket of currencies based on the
number of units of each of the currencies therein -
according to the Bank's own conclusive calculation and
determinations.
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(b) "INTEREST PERIOD" means a period of _________________
months commencing the date of the receipt of the Loan
with each interest period commencing upon the
expiration of the preceding interest period.
SIGNATURE OF THE CUSTOMER (INITIALS) (INITIALLED)
(c) "MONTH" means a period commencing on a particular day
in any Gregorian calendar month and terminating on the
corresponding day of the next succeeding Gregorian
calendar month.
"MONTHS" mean a period commencing on a particular day in any
Gregorian calendar month and expiring on the corresponding
day of the Gregorian calendar month in which the respective
interest period expires.
In this connection it is expressly stated and emphasized
that if the corresponding day falls on a day which is not a
banking business day, the interest period will expire on the
first succeeding banking business day thereafter.
If there is no corresponding day in the Gregorian month in
which the interest period expires, the interest period will
expire on the last banking business day in such Gregorian
calendar month.
(d) "BANKING BUSINESS DAY" means a day on which banks in
London effect transactions between them in deposits
and/or loans in foreign currency in the Interbank
Euromarket in London.
3) Without derogating from the generality of that stated in
sub-paragraph (1) above, we are aware and agree that the
current rate of the variable interest is _____% per annum
(being the nominal interest rate) which is equal, when using
the annual adjusted interest calculation, to _____% per
annum.
SIGNATURE OF THE CUSTOMER (INITIALS) (INITIALLED)
d. ARREARS INTEREST
1) Any amount due or becoming due to the Bank hereunder which is not
paid by us on the date prescribed for the payment thereof
hereunder or which remains unpaid to the Bank following the
Bank's first demand, will bear interest on arrears at such
variable rate (hereinafter: "ARREARS INTEREST") in respect of the
period commencing on the date on which we were due to pay the
same until the date of the actual payment thereof, the arrears
interest to be calculated on a daily basis in a manner
corresponding to the provisions of sub-paragraph (c)(2)(a) above,
in accordance with the procedures of the Bank, and be subject to
the provisions of any law, the arrears interest to be at the
highest rate charged by the Bank from time to time on
unauthorized overdrafts in current overdraft accounts in the
currency of the Loan, or at the highest rate prevailing in the
Bank from time to time on unauthorized overdrafts in current
overdraft accounts, according to the currency in which the
Proceeds Account is maintained, if it is maintained in a currency
other than that of the currency of the Loan.
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2) For the avoidance of doubt it is hereby stated that neither the
Bank's right to arrears interest nor the actual recovery thereof
will derogate, suspend or prejudice any remedy and/or relief
available to the Bank hereunder or by law or the Bank's right to
take any measures at any time whatsoever in order to collect any
sum unpaid by us on due date or from continuing to take such
steps.
5. COMMISSIONS AND OTHER PAYMENTS
a. We hereby undertake to bear the expense of and pay the Bank all costs,
charges, commissions (including, but without derogating from the
generality of the foregoing, the stamp duty hereof and all penalties
in respect of late payment and non-payment of stamp duty on due date)
and the commissions relating to the signature and issuance of this
instrument and the implementation of the Loan hereunder, pursuant to
the procedures customary in the Bank and in accordance with any
variation applicable therein from time to time (hereinafter: "COSTS
AND COMMISSIONS") including (but without diminishing) we shall pay you
also a handling fee and collection charge on the dates and in the
amounts set out below:
1) On the date of the receipt of the Loan we will pay you a handling
fee
a)[_] equal to ___% (_______________ per centum) of the Loan,
save that the amount of the handling fee will in no case be
less than the minimum amount of the handling fee prescribed
from time to time in the Bank's list of charges as appearing
in the branches of the Bank. The current rate of the minimum
handling fee in the Bank amounts to _______________
- OR -
b)[X] in the sum of NIS. $5,000 (INITIALLED)_______
(__________________________________)
2) On any date prescribed in this instrument for making any
repayment of the Loan, we will pay you in respect of such payment
a collection charge in the sum of NIS. 4.60
And also a commission for "RECORDING A TRANSACTION IN THE
ACCOUNT", as prescribed from time to time in the Bank's list of
charges, which is available in the branches of the Bank. The rate
of the commission for recording a transaction in the account as
currently existing in the Bank is the amount of NIS 1.21.
3) We instruct the Bank to debit the Current Account with the amount
of the costs and commissions on the date prescribed for the
installments according to the conditions hereof, and undertake to
ensure that there will be at such time a sufficient credit
balance in the Current Account for effecting such debits. The
Bank will be entitled to debit any account now or hereafter
maintained in our name and/or in the name of any of us, with the
amounts that will be required to discharge such costs and
commissions, and, to the extent necessary, convert the payment
into the currency of the Loan, according to the procedures of the
Bank in this regard, according to the selling rate of the
currency of the Loan customary in the Bank and prevailing at such
time. The Bank will be entitled to debit the Current Account
whether it is in credit or overdrawn, or becomes overdrawn as a
result of such debit. Where the Account is overdrawn, the amount
of the debit will bear interest in accordance with the conditions
of the Current Account.
SIGNATURE OF THE CUSTOMER (INITIALS) (INITIALLED)
7
b. Without prejudice to the generality of sub-paragraph (a) above, we are
aware and agree that the Bank may vary the rate of the collection
charge mentioned in sub-paragraph (a)(2) above provided notice to that
effect will be sent to us by the Bank two weeks prior to the date of
the variation.
c. In the event of any payments of any kind that we owe or will owe to
the Bank under the terms hereof will be paid to or collected by the
Bank (whether it is collected from us, from any third party or as a
result of the realization of collateral or any of them) on a date
which is not the respective date of the payment prescribed for that
payment hereunder (whatever the reason, including by way of
accelerating all or any part of the Loan), we will then pay to the
Bank, immediately upon its first demand, such sum or sums as will
compensate and indemnify the Bank for any loss or damage that will be
incurred by the Bank as a result of making such payment (in respect of
interest differentials until the expiration of the relevant interest
period) on the date being other than that prescribed herein, as
determined by the Bank.
6. EFFECTIVE COST
(TO BE COMPLETED WHERE THE AMOUNT OF THE LOAN TO AN INDIVIDUAL DOES NOT
EXCEED NIS. 500,000 AND THE AMOUNT OF THE LOAN THAT IS GRANTED TO PURCHASE
OR PLEDGE A RESIDENTIAL APARTMENT, DOES NOT EXCEED NIS 1,000,000).
We are aware and agree that THE EFFECTIVE COST RATE of the Loan is ____%
per annum.
SIGNATURE OF THE CUSTOMER (INITIALS) ___________
7. MANNER OF REPAYING THE LOAN
The Loan will be repaid by way of debiting the Proceeds Account, as set out
below:
Mark x where appropriate:.
a)[_] We request that payment of the Principal of the Loan, and payment of
the interest thereon be separated as below, and for such purpose
please open in our name:
1) A special proceeds account for repaying the Principal of the Loan
("THE PROCEEDS ACCOUNT (PRINCIPAL)").
and
2) A special proceeds account for paying the interest on the Loan
("THE PROCEEDS ACCOUNT (INTEREST)").
The Proceeds Account (Principal) and the Proceeds Account
(Interest), will be jointly and severally called in this document
"(the) Proceeds Account".
- or -
b)[_] For the purpose of repaying the Loan please open in our name a
special proceeds account (in this document called "the Proceeds
Account") that will be operated in accordance with the terms hereof,
in Israeli currency / foreign currency*.
1) We hereby instruct the Bank to debit THE PROCEEDS ACCOUNT (as
appropriate and as marked above) on the payment date of each
installment or of any sum becoming due from us to the Bank under
this instrument (hereinafter: "(THE) PAYMENT/S") except for the
payment of the costs and commissions set out in sub-paragraph
5(a) above, with the amount required to discharge such
installment and convert the payment into the currency of the
Loan, and hereby undertake to ensure that there will be a
sufficient balance standing to our credit in the Proceeds Account
at that time in order to effect the foregoing debits - save that
nothing in the foregoing shall derogate from our obligation to
discharge any debit balance resulting, if and to the extent it
results, in the Proceeds Account, together with arrears interest
and all charges incidental to the foregoing.
- --------
* Delete as appropriate.
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Any amount received in the Bank to the credit of the Proceeds
Account will be applied in repayment of the payments according to
the following order: in payment of the interest and only
thereafter, in discharging the principal of the Loan - or
according to such other order as will be determined by the Bank.
2) With respect to repayment by way of debiting the Proceeds
Account, it is hereby expressly stated and declared that:
a) Where the alternative has been chosen of debiting a Proceeds
Account in the currency of the Loan, we are aware that the
debit balance that will accrue in such Proceeds Account
(together with arrears interest as mentioned in paragraph
4(d) above and any charges incidental to all of the
foregoing), will at all times be in the currency of the
Loan.
b) Where the alternative has been chosen of debiting a Proceeds
Account in Israeli currency, we are aware and hereby
instruct the Bank to convert the payment into Israeli
currency on the date of debiting such Proceeds Account with
any payment, according to the procedures of the Bank in this
regard, at the selling rate of the currency of the Loan that
will be customary in the Bank on the date the conversion is
made, plus such commissions and/or levies as will be
customary at that time. Any credit balance that will accrue
in the Proceeds Account (together with arrears interest as
stated in paragraph 4(d) above and/or charges incidental to
all the foregoing) will at all times be in Israeli currency.
c) The Bank will be entitled, at any time, to debit any account
that is and/or will be maintained in our name and/or in the
name of any us with the amounts required to discharge any
debit balance created in the Proceeds Account, or any part
thereof and convert to the extent necessary the payment into
Israeli currency according to the procedures of the Bank in
this regard, according to the selling rate of the currency
of the Loan that will be customary in the Bank on the date
of making the conversion, plus commissions and levies as
will be customary at that time.
d) The debiting of any account/s with the debit balance amounts
mentioned in sub-paragraph (1) above will not be deemed to
be payment unless such account/s hold credit balances
sufficient to fully cover such payment/s.
e) The Bank will be entitled to cancel any debit or any part
thereof without sufficient cover as mentioned and redebit
the Proceeds Account therewith and/or treat the same as an
amount which was not paid on the date prescribed for the
payment thereof according to the conditions hereof. Where
the Bank has elected to leave the debit in the Current
Account, such debit will bear interest on the conditions and
at the rate that apply to the Account.
SIGNATURE OF THE CUSTOMER (INITIALS) (INITIALLED)
9
8. ADDITIONAL COSTS AS A RESULT OF CHANGES IN THE LAW
a. In the event of a change in any law or statute of any kind in Israel
or abroad ("law") and/or in the event of any change in any directives
or procedures or instructions of the State of Israel or of the
Ministry of Finance and/or of the Bank of Israel and/or any competent
authority or in the interpretation by the Bank of the provisions of
any such law or directives, procedures or instructions or in the event
of new procedures or requirements of any kind being directed to the
Bank, directly or indirectly, or to any bodies in the control of the
Bank, by the State of Israel or the Ministry of Finance or the Bank of
Israel or any competent authority in Israel or abroad, as a result of
which:
1) The Bank's costs (whether direct or indirect) will increase, in
connection with the grant of the Loan or continuing to maintain
or grant the Loan will increase, as determined by the Bank,
including, without derogating from the generality of the
foregoing, in connection with the financing thereof or the
collateral that have been or will be given to secure the same;
and/or
2) In the opinion of the Bank, and at its determination, there will
be restrictions or more severe requirements for making financial
provisions or there will be imposed upon the Bank taxes, levies,
penalties and payments of interest or any other payments in
connection with the grant of the Loan or continuing to maintain
or grant the Loan, including, but without derogating from the
generality of the foregoing, payments in connection with the
financing of the Loan or the collateral that have been or will be
given to secure the same ("COMPULSORY PAYMENTS") including new or
additional obligatory payments;
and/or
3) Restrictions or liquidity requirements will be imposed on the
Bank or become more severe or stricter requirements made in
connection with liquid assets, including, without derogating from
the generality of the foregoing, with respect to assets and/or
deposits that the Bank is required to hold in connection with the
grant of the Loan or continuing to maintain or grant the same;
and/or
4) The Bank will become liable to deduct tax at source on the
interest in respect of the Loan or on the Bank's financial
sources or, inter alia, for financing the Loan;
and/or
5) An adverse change occurs in the rate of return on the Bank's
equity capital compared with the rate it was expected to obtain
on the date of the signature hereof;
b. Then, and upon the occurrence of any of the cases set out in
sub-paragraph (a) above, we undertake to pay the Bank, from time to
time, and upon the Bank's first demand, such additional sums at such
rate as will, in the opinion of the Bank, indemnify or compensate the
Bank, including, but without derogating from the generality of the
foregoing, in respect of any additional or new costs, liabilities and
expenses or losses and damages, as stated in sub-paragraph (a) above,
this being in addition to and without prejudice to our right to prepay
the Loan, in accordance with its terms. For the avoidance of any doubt
it is clarified that we will bear the payments mentioned above even if
we elect to exercise our right to prepay the Loan as aforesaid.
10
c. For the avoidance of any doubt it is clarified that all payments will
be paid by us to the Bank free and clear of any tax, deduction, levy
or compulsory payment, and without set off. In the event of our being
required to deduct or pay tax in respect of any payment that is due to
the Bank in accordance with the present Application, the amount of the
payment to the Bank will be increased so as to ensure that even after
making such deduction, the Bank will be left with the net amount
required to discharge such payment.
9. CHANGES IN MARKET CONDITIONS
a. If, at the discretion of the Bank, and in accordance with its
determination, there will be no reasonable possibility of determining
the interest rate, for any reason, or any adverse change occurs in the
conditions of the Interbank Market with respect to trading in the
currency of the Loan, or the Bank will have no reasonable possibility
to raise sources of finance in the currency of the Loan in the
ordinary course of its business, or it will have no possibility of
raising sufficient sources of financing and/or the sources of the
financing or the Bank's cost of raising the money will increase, the
Bank will be entitled to vary the terms of the Loan in connection with
continuing to grant the Loan, including, without derogating from the
generality of the foregoing, in regard to determining the interest
rate, the interest payment dates, the basis for calculating the
interest or substituting the currency of the Loan by another, and like
terms, all as will be customary in and acceptable to the Bank at such
time, or to call for the early repayment of the entire outstanding
balance of the Loan, all as determined by the Bank and subject as
provided in sub-paragraph (b) below.
b. If the Bank decides to exercise its right under sub-paragraph (a)
above to vary the terms of the Loan, the Bank will send us 14 days
prior notice regarding the change of the terms and the date of their
entering into effect.
c. 1) If the Bank decides to call for repayment of the Loan as
mentioned in paragraphs 8, 9 and 10 hereof, 14 days' prior notice
in writing to that effect will be sent to us by the Bank.
2) Such acceleration (early repayment) will be subject to the
conditions set out in paragraph 12 hereof.
10. ILLEGALITY
a. If, at any time, and according to the determination of the Bank, a
change occurs in any law or the directives or procedures or
instructions mentioned in paragraph 8 above, in a manner whereby the
granting of the Loan to us or continuing to maintain or grant the same
will become illegal or impracticable for the Bank, the Bank will be
entitled to refuse to grant us the Loan, in whole or in part, and in
the event of the Loan or any part thereof having already been granted,
the Bank will be entitled to demand the early repayment of the
outstanding balance of the Loan.
b. In the event of any requirement for such early repayment, we undertake
to pay the Bank, within 30 days of the date of its first written
demand given in accordance with the terms of this paragraph, the full
amount of the outstanding balance of the Loan. For the avoidance of
any doubt it is clarified that such early repayment will be subject to
the conditions set out in paragraph 12 hereof.
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11. COLLATERAL TO REPAY THE LOAN
All the collateral and securities of whatsoever kind and type which have
been or will be given, from time to time, to the Bank by us or by any third
party on our behalf will serve as security for the full and punctual
repayment of all the sums due and becoming due from us to the Bank in
connection with the Loan and under this instrument. We will furnish the
Bank, upon demand, additional collateral and securities to the satisfaction
of the Bank if, at the discretion of the Bank, and at any time, and from
time to time, the collateral and security given to it as above will be
insufficient to secure our undertakings hereunder. Such collateral and
securities will be continuing securities, independent of one another.
12. PREPAYMENT
We will be entitled to prepay, at any time, the full undischarged balance
of the Loan (or part thereof), on the conditions set out in the explanatory
sheet received by us from the Bank in connection with prepayment, and
subject to the satisfactory fulfilment of all the following conditions:
a) No event will have occurred that constitutes a ground for accelerating
the Loan according to the documentation that has been or will be
signed by us in favour of the Bank;
b) The Bank will have received prior notice in writing from us regarding
our intention to prepay, such notice to specify the amount we wish to
prepay, the notice to be given to the Bank in a manner and upon the
conditions set out in the aforementioned explanatory sheet;
c) We will furnish to the Bank prior to prepayment in the event of prior
approval from the Bank of Israel or any other competent authority
being required as a condition for effecting prepayment in accordance
with our request as set out above.
13. If, in the opinion of the Bank, as a result of such prepayment, the
preparation of a new or other repayment schedule for the Loan will be
necessary, then and in those circumstances you will furnish us with such
new or other repayment schedule, and we will repay the Loan in accordance
therewith.
14. ACCELERATION OF THE LOAN
The Bank will be entitled, upon the occurrence of any one of the events set
out below, and in addition to but without derogating from anything stated
in any agreement and/or document which has been or will be signed by us to
the Bank in the future, to demand the immediate repayment of the full
outstanding balance of the Loan or any part thereof together with the
interest and costs and commission that have accrued until such time and
which have not been discharged and we will be liable to pay the Bank the
amounts specified in the Bank's demand on the date therein specified, the
following being the events in question:
a. If a receivership order is granted against the customers or if the
customers have passed a winding-up resolution or have requested a
receivership order against them or a winding-up order has been made
against them or if they have reached a compromise or settlement with
all or any of their creditors or a petition is presented for the
granting of such orders or if a stay of proceedings order is granted
in relation to the customers or a petition presented for the grant of
such an order.
b. If we fail to pay the Bank any payment on the date prescribed for the
payment thereof or in accordance with the Bank's first demand, or if
such non-payment is anticipated in the opinion of the Bank.
12
c. If we commit a breach of any of our undertakings towards the Bank or
such a breach is anticipated in the opinion of the Bank.
d. If any event or situation occurs which gives cause for accelerated
repayment according to the conditions of any undertaking or agreement
or document made or signed by us under which we are or may be
committed towards the Bank or any third party.
e. If, in the opinion of the Bank, the collateral and securities that
have been granted to you as set out in paragraph 11 above are
insufficient to secure all the monies which are or will become due to
you from us hereunder and/or by reason of any cause, document,
agreement or other commitment or if any event or situation has
occurred which could affect the Bank's prospects of being repaid out
of the foregoing securities and collateral - all at the discretion of
and as determined exclusively by, the Bank. /If a receiving order is
granted against the Customers or if the Customers adopt a winding-up
resolution or seek a receiving order against them or a winding-up
order is issued against them or if they reach a compromise or
arrangement with their creditors or any of them, or if a petition is
presented to grant any of the foregoing orders or if a stay of
proceedings order is granted in relation to them or petition filed for
granting such an order.
15. BUSINESS DAYS
We are aware that if the Loan Principal or any of the installments or
prepayment of the Loan occurs on the Sabbath or on Sunday, or on a day on
which the Bank does not transact business in foreign currency, such payment
will be made on the first succeeding business day as determined by the
Bank.
16. JURISDICTION AND PROPER LAW
a. This document will be construed in accordance with and pursuant to the
laws of the State of Israel.
b. (1) The exclusive jurisdiction so far as territorial jurisdiction is
concerned is hereby agreed between the parties as being vested
solely in accordance with the following, in accordance with the
election of the plaintiff:-
a. Actions which, according to their subject matter and
substance must be dealt with by a District Court - will be
dealt with by one of the following courts, as elected by the
plaintiff:
1) the District Court in whose jurisdiction the branch in
which the Account (of the customer) to which such
action relates is maintained;
- OR -
2) The Tel Aviv District Court.
b. Actions which, according to their subject matter and
substance must be dealt with by a Magistrates Court - will
be dealt with by one of the following courts, as elected by
the plaintiff:
1) The Magistrates Court situated in the jurisdiction of
the District Court in whose jurisdiction the branch in
which the Account (of the customer) to which such
action relates is maintained, or the Magistrates Court
nearest to such branch;
- OR -
2) The Tel Aviv Magistrates Court.
13
(2) In instances where the action concerned relates to a number of
accounts maintained in different branches for the customer - the
jurisdiction will be as elected by the plaintiff in accordance
with the possibilities set out in sub-paragraphs (1) (a) or (b)
above (including all the options thereof).
c. Nothing in the foregoing shall derogate from the right of the winning
party to conduct execution proceedings in any area which is consistent
with the provisions of the Execution Law.
17. GENERAL
a. For the avoidance of any doubt the Bank will be entitled to make any
technical or operational change in the manner of operating the Account
or the Proceeds Account or the Loan Account or in the numbers thereof,
provided that this will not serve to detract from the terms of the
Loan.
b. A waiver by the Bank in our favour of any prior breach or
non-performance of one or more of the conditions hereof will not be
deemed to be as any justification or pretext for a further breach or
non-performance of any of the conditions hereof, and the forbearance
by the Bank of the exercise of any such right granted to it hereunder
or under any of the collateral or security documents or by law will
not be construed as a waiver of such right, and any other waiver,
compromise or arrangement with the Bank will only be binding on the
Bank if it is made in writing.
c. The Bank may transfer and assign its rights hereunder. We shall not be
entitled to transfer and assign our rights and/or obligations
hereunder.
d. The headings to the paragraphs herein are for purposes of reference
and do not form part hereof nor do they have any meaning with regard
to the interpretation of this instrument and any of the provisions
thereof.
e. If this document has been signed by two or more persons, the
provisions contained therein shall be binding upon them jointly and
severally.
f. References herein to the plural shall include the singular and
vice-versa; and everything stated herein in the masculine gender,
shall also apply to the feminine gender and vice-versa.
g. Our signature hereto constitutes an acknowledge by us of the receipt
thereof.
IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:
_______ Tefron Ltd. /s/ Signed by: 1. ___________________ I.D.____________
Date Customer's signature and name (to be completed in the
case of a body corporate)
2. ___________________ I.D.____________
Signed before: _______________________________________
(for identification Name and signature of person certifying the signature
purposes only)
THE REST OF THIS FORM (WHICH HAS BEEN LEFT BLANK) HAS NOT BEEN TRANSLATED.
14
REPAYMENT SCHEDULE - FOREIGN CURRENCY LOAN AT VARIABLE INTEREST
LOAN ACCOUNT: 010-0841-01-2022511 PROCEEDS ACCOUNT: 0-0940-01-202251
Loan currency : U.S. dollar
Original loan :2,910,000.00 Original no. of : 32 Loan value: 31.12.2004
amount installments
Manner of repaying :Fixed principal Frequency of : 3 Final date 31.12.2012
principal principal repayment:
Manner of paying : interest Interest payment : 3
interest frequency frequency :
Interest rate : 4.5600% LIBOR interest : 2.5600 Margin % 0000
Next interest variation : 31/03/2005 Interest variation : 3
frequency
Adjusted interest :4.6386% Loan term: : 96 months
Date Principal Interest Installment amount New balance
- ---- --------- -------- ------------------ -----------
31/12/2004 2,910,000.00
31/03/2005 90,937.50 33,174.00 124,111.50 2,818,062.50
30/06/2005 90,937.50 32,494.39 123,431.89 2,728,125.00
30/09/2005 90,937.50 31,791.75 122,729.25 2,637,187.50
31/12/2005 90,937.50 30,732.08 121,669.53 2,648,250.00
31/03/2006 90,937.50 29,027.25 119,964.75 2,455,312.50
30/06/2006 90,937.50 28,301.57 119,239.07 2,364,375.00
30/09/2006 90,937.50 27,552.85 118,490.35 2,273,437.50
31/12/2006 90,937.50 26,493.13 117,430.63 2,182,500.00
31/03/2007 90,937.50 24,880.50 115,818.00 2,091,562.50
30/06/2007 90,937.50 24,108.74 115,046.24 2,000,625.00
30/09/2007 90,937.50 23,313.95 114,251.45 1,909,687.50
31/12/2007 90,937.50 22,254.23 113,191.73 1,818,750.00
31/03/2008 90,937.50 20,964.13 111,901.63 1,727,812.50
30/06/2008 90,937.50 19,915.92 110,853.42 1,636,875.00
30/09/2008 90,937.50 19,075.05 110,012.55 1,545,937.50
31/12/2008 90,937.50 18,015.33 108,952.83 1,455,000.00
31/03/2009 90,937.50 16,587.00 107,524.50 1,364.062.50
30/06/2009 90,937.50 15,728.09 106,660.59 1,273,125.00
30/09/2009 90,937.50 14,836.15 105,773.65 1,182,187.50
31/12/2009 90,937.50 13,776.43 104,713.93 1,091,250.00
31/03/2010 90,937.50 12,440.26 103,377.75 1,000,312.50
30/06/2010 90,937.50 11,580.27 102,467.77 909,375.00
30/09/2010 90,937.50 10,597.28 101,534.75 818,437.50
31/12/2010 90,937.50 9,537.53 100,475.03 727,500.00
31/03/2011 90,937.50 8,298.50 99,231.00 636,562.50
30/06/2011 90,937.50 7,337.44 98,274.94 545,625,00
30/09/2011 90,937.50 6,358.35 97,295.85 454,687.50
31/12/2011 90,937.50 5,298.63 96,236.13 363,750.00
31/03/2012 90,937.50 4,192.83 95,130.33 272,812.50
30/06/2012 90,937.50 3,144.62 94,082.12 181,875.00
30/09/2012 90,937.50 2,119.45 93,085.95 90,937.50
31/12/2012 90,937.50 1,059.73 91,997.23 0.00
Total 2,910,000.00 554,927.34 3,464,927.34
On each principal payment date, a collection charge will be made of NIS. 4.60
Collection fees according to the representative rate of exchange of 4.308000 US$ 1.07
This commission will vary from time to time as publicized by the Bank.
Documentation commission at the time of advancing the loan NIS. 19,998.45
Documentation commission according to the representative rate of exchange of
4.308000 US$ 4,609.00
By way of debiting proceeds/current account no. 010-0968-1-072036 according to
an agreed sum.
Further costs in respect of the loan: NIS. 1,469.03
Further expenses according to representative rate of exchange of 4.308000 US$ 341.00
In respect of crediting the loan proceeds account and at the time of repaying
the loan principal, a "transaction entry" commission will be charged, as
prescribed by the Bank from time to time, according to the Bank's standard list
of charges. The rate thereof at present is ?.25.
2