Incredimail 2011 Annual Report Download - page 134

"The Index Known" – the Consumer Price Index for the month of _________ published on ______________ being _________ points.
"Financial Institutions" – any banking corporation, insurance company, and any other credit provider.
"Financial Reports" – the annual and quarterly financial reports of the Company, on a solo basis, as approved by the Company's CEO & CFO, in accordance
with United States Generally Accepted Accounting Principles (US GAAP) including inter alia, a balance sheet, a profit and loss statement, a cash flow
statement, a statement of changes in equity, and such other reports or notes as may be required by US GAAP and/or by any authority.
"Total Assets", "Equity", "Operating Profit", "Net Profit", "Current Assets", "Current Liabilities", "Financing Expenses" – as defined in the
Financial Reports.
"EBITDA" – the accumulated operating profits from current activities according to the quarterly Financial Reports for the four consecutive quarters
terminating on the date of the latest quarterly financial report, before Financing Expenses (interest, bank fees, linkage differentials, exchange rate and currency
differentials) and taxes, plus depreciation and appreciation expenses and reductions that were recorded in such periods.
The covenants stated in paragraphs 1 above (hereinafter: " the Financial Covenants ") are based on current standards of accounting, accounting principles and
accounting policy (hereinafter: " the Accounting Standards ") as reflected in the Company's most recent financial reports (hereinafter: " the Latest Accounts ").
Different Accounting Standards other than those on the basis of which the Latest Accounts were prepared, including, but not limited to the implementation of
the International Financial Reporting Standards (IFRS), or new or different accounting standards in the US and/or the US GAAP (hereinafter " the New
Accounting Standards ") may affect the Financial Covenants.
Accordingly, the Company hereby agrees as follows:
If it becomes evident to the Bank, in its sole discretion, based on applicable accounting standards, that there have been /are about to be changes in the Company's
Financial Reports as a result of the New Accounting Standards that by regulation apply to the company, the Bank may, after consultation with the Company but
without requiring its consent, inform the Company and/or decide mutually with the Company of changes that need to be made to the Financial Covenants (hereinafter:
" the Amended Financial Covenants
"), in order to adapt them to such changes, with the intent of adapting them according to the original financial purpose for which
they were determined.
The Bank's decision regarding the Amended Financial Covenants shall bind the Company as from the date of delivery of the aforementioned decision, and this
document shall be deemed to include, as from such date, the Amended Financial Covenants.
We undertake not to effect, not to undertake to effect and not to take any actions whatsoever to effect a merger with another/other corporation(s),
without receiving the Bank's prior written consent thereto. For this purpose, the Company undertakes to provide the Bank with all information and
documents reasonably required by the Bank, at the Bank's reasonable discretion, with respect to the requested merger, in order that the Bank may
determine its position with respect to such merger. It is further clarified that the Company's mergers of a subsidiary in a way that the merged
subsidiary shall be merged with and into the Company, shall require the Bank's consent which will not be unreasonably denied except for mergers of
any subsidiaries existing on the date hereof.
2.
Undertaking not to Merge
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