Incredimail 2011 Annual Report Download - page 129

Exhibit 4.7
To: IncrediMail Limited (the " Company " and/or the " Borrower " )
Date: September 6, 2011
Dear Sirs,
Whereas you have informed us of your intention also to use the Credit (as defined below) for the purpose of acquisitions of assets, including various companies; and
Whereas you have requested the Bank to provide you with the Credit (as defined below) in the event of realization of your abovementioned intention; and
Whereas we, the undersigned, Bank Leumi le-Israel B.M. (the " Bank
"), shall be willing to provide you with a credit framework, in a total principal amount which
shall not exceed USD 12,000,000 ;
NOW Therefore, at your request, we confirm that the Bank shall be willing to grant you credits, loans and/or other banking facilities as specified below in the
aggregate amount of up to US$12,000,000 (Twelve Million United States Dollars), (hereinafter: the " Credit Framework " or the " Credit "), on the terms and
subject to the conditions set out below:-
1.
Drawing of the Loan
1.1.
The Credit shall be available for drawing by the Borrower, in several installments, in its sole discretion, of up to a total amount of US$12,000,000, from the
date that this letter comes into force (the " Date of Entering Into Force
") until the end of the Availability Period (as defined in Schedule B), subject to the
terms and conditions of this letter.
1.2. In order to draw the Credit , the Borrower shall provide the Bank with a written drawing request in the Bank's customary form (the “
Drawing Request
”
).
The Drawing Request shall specify, inter alia, the amount of the Credit and the drawing request date (the “ Drawing Date ”) .
The Borrower shall provide
the Bank with the Drawing Request by not less than seven business days prior to the Drawing Date specified in the Drawing Request.
1.3. Prior to the granting of the Credit
, the Borrower shall provide the Bank with all such reasonbale documents and shall sign all such reasonable forms which
the Bank shall require, in such texts as shall be customary in the Bank and agreed upon by the Company, with respect to the granting of the Credit
. In
addition, the Borrower shall provide the Bank, upon request, with its confirmation that all approvals, if any, required under any law or agreement, in order
to close the Credit Framework, have been duly received by it.
1.4. Prior to the granting of the Credit , the Borrower shall provide the Bank with an executed letter of undertaking (the "
Financial Covenants
") which shall
be in the text attached hereto as Schedule A.
2.
Terms of the Loan
–
as specified in schedule B attached hereto and forming an integral part hereof.