Incredimail 2011 Annual Report Download - page 146

Date: September 6, 2011
To:
Incredimail Ltd.
Dear Sirs,
Re: Approval of Credit Line and Collateral
We hereby confirm that subject to the conditions of Section 3 below and subject to the creation and/or the existence at all times of the collateral set forth in Section 2
below to our full satisfaction, we will grant you a credit line for the receipt of credit and banking services as detailed in Section 1 below.
A credit line for long term loans in NIS/foreign currency for a period of up to 5 years, with semi-annual payment of the principal and interest.
Notwithstanding the foregoing, you will be authorized to create fixed charges on deposits with other banks for securing leasing contracts and hedging
activities, and you will be authorized to create fixed charges in favor of leasing companies on vehicles for the sole purpose of securing leasing transactions,
provided that the total value of the deposits and vehicles with respect to which such liens were placed will not exceed $750,000 at any time.
1.
Description of the Credit Line
Credit Line Amount: 8 Million US Dollars
2.
The Credit Line Will Be Secured by the Following Collateral:
A. A first-
ranking floating charge without a monetary limit on all the property of the company as well as all the insurance rights in connection therewith, and a
fixed charge on the share capital and goodwill of the company pari passu with other banks in accordance with terms which will be agreed upon with such
banks to the full satisfaction of the bank. The advance rate against the collateral will be based on a quarterly report which will be delivered to us in
accordance with the provisions of the Letter of Undertaking.
B. An undertaking with respect to financial criteria in language which will be agreed upon by us and which is attached to this approval (the “
Letter of
Undertaking
”
).
C.
If the credit provided by the bank will be used by the company for acquiring holdings in any corporations which were incorporated in Israel, and insofar as
the acquired corporations were not merged with your company (as the term “merger” is defined in the Companies Law, 1999 and/or in the Anti-
Trust Law,
1988), the bank will have the right to demand that a lien be placed on the foregoing holdings by way of a first ranking fixed charge without a monetary
limit within the bank’
s accepted margins. If the bank will demand such a lien, insofar as the credit for the purpose of acquiring the holdings will be
provided by additional bank(s), a charge will also be placed on the holdings in favor of such additional banks, pari passu, in accordance with terms which
will be agreed upon with such additional banks to the full satisfaction of the bank.