Incredimail 2012 Annual Report Download - page 182

Exhibit 4.5
May 10
th
, 2012
Amendment to the Commitment Letter and the Financial Covenants dated September 6, 2011
(the "Amendment")
Whereas Bank Leumi le-Israel B.M. (the " Bank ") issued a commitment letter dated September 6, 2011 to the Company (the " Commitment
Letter ") confirming the Bank's willingness to grant to Perion Network Ltd. (formerly IncrediMail Ltd.) (hereinafter the " Company ") a credit
framework in the a total principal amount which shall not exceed USD12,000,000 on the terms and subject to the terms and conditions set out in
the Commitment Letter;
Whereas the Bank has received and/or shall receive from the Company various undertakings and guarantees in favor of the Bank as set forth in
the Commitment Letter as amended by this Amendment; and
Whereas as one of the conditions for granting and/or maintaining the loans and/or credit framework set forth in the Commitment Letter and/or
other banking services and the receipt of the various undertakings, the Company issued a letter of covenants and undertakings dated September
6, 2011 (the " Financial Covenants ") in favor of the Bank; and
Whereas the Company has requested and the Bank has agreed to make certain amendments to the Commitment Letter and to the Financial
Covenants, subject to the terms and conditions hereof;
NOW THEREFORE the parties hereby agree as follows:
"5. The period of drawing the Credit shall commence on the Date of Entering Into Force and terminate on April
30, 2012 (the " Availability Period
"). For the avoidance of doubt, any amount of the Credit not drawn by the Company by the
end of the Availability Period shall not be available for drawing.
"6. The repayment period of the Credit shall be 48 months from the Drawing Date."
1.
The preamble hereto forms an integral part hereof;
2.
The Commitment Letter shall be amended as follows:
a.
Section 5 of Schedule B of the of the Commitment Letter shall be deleted in its entirety and replaced with the following:
b.
Section 6 of Schedule B of the of the Commitment Letter shall be deleted in its entirety and replaced with the following:
3.
The Financial Covenants shall be amended as follows:
a.
Section 1.3 of the Financial Covenants shall be deleted in its entirety, and replaced with the following:
"1.3
The Company's EBITDA on an annual basis, shall not, at any time, be less than USD5,000,000."